Companies in the United States (US) and Australia entering into cross-border transactions often face challenges in navigating the accounting, financial reporting and finance function requirements.
The US has its own set of accounting standards (US GAAP) along with strict SEC regulations for public entities that include strong financial reporting control requirements (Sarbanes-Oxley/SOX).
Specialist knowledge is needed to deal with these requirements in complex transactions involving Initial Public Offerings (IPOs), Special Purpose Acquisition Companies (SPACs), Mergers and Acquisitions (M&A), divestures/carve-outs and the US debt/bond market. The requirements put significant pressure on business resources of Australian companies with limited knowledge in these areas.
KPMG Australia’s US Practice helps companies to overcome these challenges locally in Australia.
How we can help
Our team of professionals specialises in US GAAP, IFRS, SEC reporting, SOX compliance and ESG. We provide accounting, capital markets and finance function advisory services to meet the short-term and long-term needs of Australian and US companies involved in cross-border transactions.
Working closely with our colleagues in the US, we can quickly establish multi-disciplinary teams that cover both jurisdictions through one central point of contact based locally in Australia.
Our extensive range of services helps clients to execute their strategy, understand and manage risk, and realise value in an increasingly dynamic, complex and competitive environment through:
Our services focus on technical accounting as well as matters that impact systems, processes, people, and the overall business. Our key US GAAP/IFRS technical advisory and accounting change services include:
- US GAAP/IFRS conversions.
- US GAAP/IFRS technical accounting position papers, advice, and interpretation.
- Accounting standard change services (assess current state, design future state, ongoing post implementation support).
- Secondment of appropriately qualified resources to support US GAAP/IFRS financial reporting needs.
Our capital market readiness services are focused on identifying and prioritising your needs and information gaps to be ‘public company ready’. We assist Australian companies who are preparing to access US capital markets (including through IPO’s, SPACs and 144A debt offerings). Our major capital market readiness services include:
- assistance with determination of your filing status in the US as a foreign private issuer, domestic registrant, emerging growth company, etc.
- finance function IPO readiness assessment to identify and remediate gaps between current state and public company requirements
- US GAAP/IFRS conversions
- enhancing private financial statements into public company US GAAP/IFRS compliant financial statements
- drafting accounting policies and manuals
- SOX and governance review/enhancement/implementation
- development of SEC prospectus (Form S1, F1, F4, S3, 144A, etc.) including Management Discussion & Analysis (MD&A) and Article 11 Pro Forma Financials
- ongoing support with the quarterly (10-Q) and annual (10-K/20-F) financial reporting process
- ongoing support with the development of Article 11 Pro Forma Financials for significant acquisitions or disposals, S-X 3-05 Financial statements and 8-K reporting.
We also assist US companies who are preparing to IPO on the ASX in:
- preparation of the US GAAP/IFRS reconciliation required for prospectus disclosure
- ASX prospectus documentation that is also suitable for US requirements (i.e., 144A private placements).
We provide accounting advisory assistance to Australian companies who have been purchased by a US company, or US companies who have purchased an Australian company. Our buy-side assistance services are based on best possible planning and execution of pre and post-closing activities which include:
- US GAAP/IFRS conversions
- development of US GAAP/IFRS compliant buy-side technical accounting position papers
- completion of Purchase Price Adjustment (PPA) and development of opening balance sheet information
- SOX and governance review/ enhancement/implementation
- assistance in compliance with SEC reporting requirements including development of Article 11 pro-forma financial statements
- assessment and enhancement of finance function
- harmonisation of accounting policies and chart of accounts
- secondment of resources as project manager to support the transactions.
We provide accounting advisory assistance to US companies who are looking to divest their Australian business and Australian companies who are looking to sell in the US market. Our team of experienced professionals can help you in the sell-side process and provide assistance with activities such as:
- US GAAP/IFRS conversions
- development of US GAAP/IFRS compliant sell-side carve-out financial statements
- divesture financial reporting and accounting needs
- development of US GAAP/IFRS compliant sell-side technical accounting position papers
- development of Article 11 pro-forma financial statements for SEC filings
- assist in new stand-alone business with ‘day one’ accounting and financial reporting assistance
- secondment of resources as project manager to support the transaction.
We help companies that are required to comply with SOX requirements for the first time or to uplift and maintain their existing SOX 404 compliance programs through our SOX related advisory services. These services include:
- SOX readiness assessments which help gauge how well an organisation is prepared to implement a SOX 404 compliance program
- assisting management with implementation including scoping, workshops with key process owners, identification of control gaps and development of the risk and control matrix
- assisting management with remediation of control gaps
- assisting management with their SOX testing regime including tests of design and implementation, tests of operating effectiveness and external auditor support
- SOX health checks which are designed to help clients evaluate and improve on their initial SOX 404 compliance efforts.
With the heightened focus on ESG regulations around the globe and increased demand from investors for more ESG transparency and accountability, companies face a broad range of challenges. We can help prepare you to successfully navigate the new landscape of ESG reporting, by assisting you with:
- ESG impact analysis, scoping and development of reporting strategy
- materiality analysis in respect of ESG standards across the globe (including SEC, IASB, ASRS and CSRD/ESRS)
- completing an ESG readiness assessment against SEC, IASB, ASRS and CSRD/ESRS requirements
- defining and documenting processes and data mapping to support ESG reporting and key metrices
- developing governance structures and resource planning for the fulfilment of upcoming ESG requirement
- implementation of relevant SOX controls and testing of design to validate the processes around ESG requirements
- completing an audit readiness assessment around ESG requirements
- integration of management reports with other ESG disclosure requirements issued by SEC, IASB, ASRS and CSRD/ESRS.
