If this is done, however, a copy of the interim review report must be included in the document.RECONCILIATION TO US GAAP (i) Annual audited and interim unaudited financial statements The annual audited and interim unaudited financial statements of a foreign private issuer included in a registration statement or an annual report may be prepared using either US Gaap, IAS or local Gaap.The following items frequently require discussion and quantification as a result of the reconciliation requirements: business combinations; stock compensation; restructuring charges;205 impairments; deferred or capitalized costs; investments; foreign currency translations; deferred taxes; pensions; derivatives; research and development; and revenue recognition.206 In particular: (iii) Selected financial information; capitalization If a foreign private issuer prepares its primary financial statements in accordance with US Gaap (rather than reconciling to US Gaap), it may present the five years of selected financial information under local Gaap or IAS without reconciliation, To the extent those statements are prepared under local Gaap or IAS, a discussion should be included of the reconciliation to US Gaap and any differences between local Gaap or IAS and US Gaap not otherwise discussed in the reconciliation and needed for an understanding of the financial statements as a whole.The audit report must include, among other things, the opinion of the responsible accountant as to (i) the financial statements covered by the report and the accounting practices and principles set forth in those financial statements, and (ii) the consistency of the application of the accounting principles used.(Interim financial statements are not required for annual reports.) Those financial statements: Practice point: The SEC encourages (but does not require) issuers to have an independent auditor review the interim financial statements.
If a registration statement becomes effective more than nine months after the end of the last audited financial year, the issuer must also provide consolidated interim financial statements.
(For ease of illustration, we have assumed below that the issuer's fiscal year is the calendar year.) Practice point: This is usually the most difficult challenge for foreign private issuers seeking to access the US public markets.
The requirements are technical and SEC-experienced members of the issuer's audit team must be involved at the earliest possible stage.
We summerize below the financial statement requirements that apply when a foreign private issuer offers securities to the public in the United States, list its securities for trading in the United States or files a US annual report.
We also briefly discuss financial statements in connection with unregistered transactions.
The issuer must also disclose if dividends will be paid in a different currency and any material exchange restrictions or controls relating to the reporting currency, the currency of the issuer's domicile or the currency in which dividends will be paid.