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2023 IPO material weakness study

A KPMG study of traditional IPOs reveals common themes and business process areas associated with material weaknesses.

The study focused on traditional IPOs (excluding SPAC transactions) of companies listed on the NYSE or NASDAQ that were completed between January 1, 2022, and December 31, 2022. The research aimed to comprehend the challenges companies faced with internal controls over financial reporting during their initial registration for new securities and their first 10K/10Q filing.

In 2022, 58% of traditional IPOs reported material weaknesses in their initial filings, and 64% reported material weaknesses in subsequent filings. A total of 74 material weaknesses were disclosed. Special purpose acquisition companies (SPACs) were excluded from the analysis.

Key Takeaways

  1. 40-58% of US-based IPOs on NYSE and NASDAQ in the past three years disclosed material weaknesses in their regulatory filings (S-1/S-1a, S-4/S-4a, F-1/F-1a).
  2. The primary cause of material weaknesses in traditional IPOs disclosed in regulatory filings for 2022 is a lack of resources and expertise to analyze complex transactions, meet reporting requirements, ensure proper segregation of duties, and design effective controls.
  3. Material weaknesses in traditional IPOs commonly occur in areas of accounting complexity, such as financial reporting, systems, control environment, non-routine transactions, equity, revenue, and tax, due to a lack of in-house expertise and stretched resources in private companies.
  4. Material weaknesses in companies usually arise from control gaps or poorly designed controls and processes, rather than control failures. To address this, companies should conduct thorough risk assessments, design precise controls, and prioritize non-routine processes/transactions.
  5. Companies should prioritize technology in financial reporting, ensuring scalable systems, proper IT controls, and strong internal controls over key reports and spreadsheets.
  6. Total traditional IPOs dropped 68.5% from the previous year. Overall, it seems that the IPO boom seen over the last year has paused. 

Read the report

Download the report to learn more, including:

  • 2020-2022 material weaknesses study – background statistics
  • Summary of material weaknesses reported by recent traditional IPOs
  • Comparison of material weaknesses reported by IPOs from 2020 to 2022 (excludes SPACs)
  • Comparison of process areas with highest the concentration of material weaknesses from 2020 to 2022 (excludes SPACs)
  • Examples of material weaknesses
  • Lessons learned from prior IPOs

Material weaknesses reported by recent traditional IPOs

Notable changes between FY’22 and FY’21 trends in material weaknesses

Material weaknesses related to lack of accounting resources, segregation of duties, and control, control not operating effectively, material/numerous audit or year-end adjustments issues all showed significant increases in 2022, while the lack of policy and/or procedure, systems/technology/ITGC, and risk assessments showed decrease. Lack of accounting resources and expertise, segregation of duties issue, inadequate control design/lack of control, and inadequate/lack of formal policies and procedures are consistently the top four material weaknesses over the last three years.

Lack of accounting resources

62%

2022

50%

2021

Segregation of duties issue

49%

2022

34%

2021

Inadequate controls design/lack of control

45%

2022

34%

2021

Control not operating effectively

18%

2022

7%

2021

Process areas with highest the concentration of material weaknesses from 2020 to 2022 (excludes SPACs)

Financial close/reporting

70%

2022

67%

2021

74%

2020

Systems

26%

2022

21%

2021

19%

2020

Control Environment

23%

2022

12%

2021

14%

2020

Dive into our thinking :

2023 IPO material weakness study

Download PDF

Footnotes

  • Material weaknesses reported were often the result of more than one overlapping issue/challenge.
  • 2020-2021 represents data from S-1/S-1a/F-1/F-1a/S-4/S-4a filings and 2022 represents data from S-1/S-1a/F-1/F-1a/S-4/S-4a/10-K/10-Q filings.
  • In 2022, there was an increase in the number of material weaknesses in the financial close/reporting, systems, and control environment processes compared to the prior year.
  • 2020-2021 represents data from S-1/S-1a/F-1/F-1a/S-4/S-4a filings and 2022 represents data from S-1/S-1a/F-1/F-1a/S-4/S-4a/10-K/10-Q filings

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Meet the team

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Sue King
Partner and SOX Offering Lead, KPMG LLP

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