1 All money columns shall be totaled. 2 The description for each property should include type of property (e.g., unimproved land, shopping center, garden apartments, etc.) and the geographical location. 3 The required information is to be given as to each individual investment included in column E except that an amount not exceeding 5 percent of the total of column E may be listed in one amount as "miscellaneous investments.' * In a note to this schedule, furnish a reconciliation, in the following form, of the total amount at which real estate was carried at the beginning of each period for which income statements are required, with the total amount shown in column E: If additions, except acquisitions through foreclosure, represent other than cash expenditures, explain. If any of the changes during the period result from transactions, directly or indirectly with affiliates, explain the bases of such transactions and state the amounts involved. A similar reconciliation shall be furnished for the accumulated depreciation. 5 If any item of real estate investments has been written down or reserved against, describe the item and explain the basis for the write-down or reserve. 6 State in a note to column E the aggregate cost for Federal income tax purposes. 7 The amount of all intercompany profits included in the total of column E shall be stated if material. [38 FR 6068, Mar. 6, 1983. Redesignated at 45 FR 63630, Sept. 25, 1980] 2 The required information is to be given for each individual mortgage loan which exceeds three percent of the total of column G. 3 If the portfolio includes large numbers of mortgages most of which are less than three percent of column G, the mortgages not required to be reported separately should be grouped by classifications that will indicate the dispersion of the portfolio, i.e., for a portfolio of mortgages on single family residential housing. The description should also include number of loans by original loan amounts (e.g., over $100,000, $50,000-$99,999, $20,000-$49,000, under $20,000) and type loan (e.g., VA, FHA, Conventional). Interest rates and maturity dates may be stated in terms of ranges. Data required by columns D, E and F may be omitted for mortgages not required to be reported individually. 4 Loans should be grouped by categories, e.g., first mortgage, second mortgage, construction loans, etc., and for each loan the type of property, e.g., shopping center, high rise apartments, etc., and its geographic location should be stated. 5 State whether principal and interest is payable at level amount over life to maturity or at varying amounts over life to maturity. State amount of balloon payment at maturity, if any. Also state prepayment penalty terms, if any. 6 In a note to this schedule, furnish a reconciliation, in the following form, of the carrying amount of mortgage loans at the beginning of each period for which income statements are required, with the total amount shown in column G: Balance at beginning of period.. Additions during period: New mortgage loans. Other (describe).. Deductions during period: Collections of principal Cost of mortgages sold. Other (describe).. Balance at close of period. If additions represent other than cash expenditures, explain. If any of the changes during the period result from transactions, directly or indirectly with affiliates, explain the bases of such transactions, and state the amounts involved. State the aggregate mortgages (a) renewed and (b) extended. If the carrying amount of new mortgages is in excess of the unpaid amount of the extended mortgages, explain. 7 If any item of mortgage loans on real estate investments has been written down or reserved against, describe the item and explain the basis for the write-down or reserve. State in a note to column G the aggregate cost for Federal income tax purposes. 9 The amount of all intercompany profits in the total of column G shall be stated, if material. 10 (a) Interest in arrears for less than 3 months may be disregarded in computing the total amount of principal subject to delinquent interest. (b) Of the total principal amount, state the amount acquired from controlled and other affiliates. [38 FR 6069, Mar. 6, 1973; 38 FR 7323, Mar. 20, 1973. Redesignated at 45 FR 63680, Sept. 25, 1980] Publication of Staff Accounting Bulletin No. 39. Publication of Staff Accounting Bulletin No. 59 SAB-59 Sept. 13, 1985 50 FR 37346 Publication of Staff Accounting Bulletin No. 60 Subpart 229.500—Registration Statement and Prospectus Provisions 229.501 (Item 501) Forepart of registration statement and outside front cover page of prospectus. 229.502 (Item 502) Inside front and outside back cover pages of prospectus. 229.503 (Item 503) Summary information, risk factors and ratio of earnings to fixed charges. 229.504 (Item 504) Use of proceeds. 229.505 (Item 505) Determination of offering price. 229.506 (Item 506) Dilution. 229.507 (Item 507) Selling security holders. 229.508 (Item 508) Plan of distribution. 229.509 (Item 509) Interests of named experts and counsel. 229.510 (Item 510) Disclosure of Commission position on indemnification for Securities Act liabilities. 229.511 (Item 511) Other expenses of issuance and distribution. 229.512 (Item 512) Undertakings. Subpart 229.600-Exhibits 229.601 (Item 601) Exhibits. Subpart 229.700-Miscellaneous 229.701 (Item 701) Recent sales of unregistered securities. 229.702 (Item 702) Indemnification of directors and officers. Subpart 229.800—List of Industry Guides 229.801 Securities Act industry guides. 229.802 Exchange Act industry guides. AUTHORITY: Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 12, 13, 14, 15(d), 23(a), 48 Stat. 892, 894, 901; secs. 205, 209, 48 Stat. 906, 908; sec. 203(a), 49 Stat. 704; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 301, 54 Stat. 857; secs. 8, 202, 68 Stat. 685, 686; secs. 3, 4, 5, 6, 78 Stat. 565-568, 569, 570-574; sec. 1, 79 Stat. 1051; secs. 1, 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 28(c) 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 11, 18, 89 Stat. 117, 118, 119, 155; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 781, 78m, 78n, 787(d), 78w(a), unless otherwise noted. SOURCE: 47 FR 11401, Mar. 16, 1982, unless otherwise noted. Subpart 229.1-General § 229.10 General. (a) Application of Regulation S-K. This part (together with the General Rules and Regulations under the Securities Act of 1933, 15 U.S.C. 77a et seq., as amended ("Securities Act"), and the Securities Exchange Act of 1934, 15 U.S.C. 78a et seq., as amended ("Exchange Act") (Parts 230 and 240 of this chapter), the Interpretative Releases under these Acts (Parts 231 and 241 of this chapter) and the forms under these Acts (Parts 239 and 249 of this chapter)) states the requirements applicable to the content of the non-financial statement portions of: (1) Registration statements under the Securities Act (Part 239 of this chapter) to the extent provided in the forms to be used for registration under such Act; and (2) Registration statements under section 12 (Subpart C of Part 249 of this chapter), annual or other reports under sections 13 and 15(d) (Subparts D and E of Part 249 of this chapter), annual reports to security holders and proxy and information statements under section 14 of the Exchange Act (Part 240 of this chapter), and any other documents required to be filed under the Exchange Act, to the extent provided in the forms and rules under such Act. (b) Commission policy on projections. The Commission encourages the use in documents specified in Rule 175 under the Securities Act (§ 230.175 of this chapter) and Rule 3b-6 under the Exchange Act (§ 240.3b-6 of this chapter) of management's projections of future economic performance that have a reasonable basis and are presented in an appropriate format. The guidelines set forth herein represent the Commission's views on important factors to be considered in formulating and disclosing such projections. (1) Basis for projections. The Commission believes that management must have the option to present in Commission filings its good faith assessment of a registrant's future performance. Management, however, must have a reasonable basis for such an assessment. Although a history of operations or experience in projecting may be among the factors providing a basis for management's assessment, the Commission does not believe that a registrant always must have had such a history or experience in order to formulate projections with a reasonable basis. An outside review of management's projections may furnish additional support for having a reasonable basis for a projection. If management decides to include a report of such a review in a Commission filing, there also should be disclosure of the qualifications of the reviewer, the extent of the review, the relationship between the reviewer and the registrant, and other material factors concerning the process by which any outside review was sought or obtained. Moreover, in the case of a registration statement under the Securities Act, the reviewer would be deemed an expert and an appropriate consent must be filed with the registration statement. (2) Format for projections. In determining the appropriate format for projections included in Commission filings, consideration must be given to, among other things, the financial items to be projected, the period to be covered, and the manner of presentation to be used. Although traditionally projections have been given for three financial items generally considered to be of primary importance to investors (revenues, net income (loss) and earnings (loss) per share), projection information need not necessarily be limited to these three items. However, management should take care to assure that the choice of items projected is not susceptible of misleading inferences through selective projection of only favorable items. Revenues, net income (loss) and earnings (loss) per share usually are presented together in order to avoid any misleading inferences that may arise when the individual items reflect contradictory trends. There may be instances, however, when it is appropriate to present earnings (loss) from continuing operations, or income (loss) before extraordinary items in addition to or in lieu of net income (loss). It generally would be misleading to present sales or revenue projections without one of the foregoing measures of income. The period |