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IPOs and CPAs

For many business owners, taking a private company public spells opportunity and promise, making it a dream for many an entrepreneur. But running a publicly traded company is an entirely different ball game, one where your company comes under intense scrutiny from all angles. Suddenly, your company isn’t just your baby anymore—you have to be accountable to employees, shareholders, investors, underwriters and, of course, an alphabet soup of regulators and regulations, from PCAOB and the SEC to SOX and GAAS. Getting your company through the initial public offering (IPO) process is a vast minefield of hoops, hurdles and obstacles, and practically no business is equipped with the knowledge and experience to go it alone.

If you’re going public, your CPA will play a large role in ensuring that everything goes smoothly. In fact, most companies going public require two or more CPAs or accounting advisors, due to independence requirements.

Public companies are required to have at audited financial statements for the past three years. The SEC requires that these financial statements must adhere to the same standards of accuracy and disclosure as is required of existing public companies. You may also need to provide some interim financial information while your offering is being reviewed.

The SEC will review all submitted documents and issue a comment letter. The SEC comment letter contains a laundry list of areas where your company may be deficient or items that require clarification before your offering is approved.  The SEC comment letter may request more details on the initial public offering, explanations of how accounting guidance is applied (i.e. per share data or revenue recognition) or explanations of the complexity of the capital structure. A CPA will be instrumental in helping you address these questions and prepare a response that is complete and accurate.

Underwriters, meanwhile, require a comfort letter, according to securities laws.  This letter is part of their due diligence and should confirm that all unaudited financial information that is included in the prospectus adheres to generally accepted accounting principles.

CPA firms that perform the above services for a company (known as the “signing” CPA firm) are barred from providing secondary accounting and CPA services, such as guiding business executives through the registration process, preparing financial statements, bringing in an underwriter and legal firm, prepare information for the prospectus and making sure that everything else is in order for the public offering. This additional guidance, however, is often critical for a public offering, and most companies do not have the in-house staff to handle these responsibilities.  Even companies with dedicated accounting departments become quickly overburdened while juggling the regulatory requirements of a public offering with the day-to-day duties of doing business. As such, many companies preparing a public offering often enlist a secondary CPA to assist with these tasks.

These few paragraphs barely scratch the surface of the various regulations, requirements and provisions that a company is bound to when preparing an initial public offering. But with the help of a quality, experienced CPA firm, you can overcome the mountain of red tape and grow your business as a public company.