Companies in the United States (US) and Australia entering into cross-border transactions and arrangements 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 and SOX compliance. 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 and ongoing support.

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.

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