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CFO Essentials OC Workshop on 4/7/2011
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© 2010 SingerLewak. All rights reserved.
APRIL 7, 2011- ORANGE COUNTY
TM
Opening Remarks
Today’s Workshop Format
Introducing our Distinguished Panelists:
The CFO Essentials SingerLewak’s POV
Jim Pitrat, CPA - SingerLewak LLP
John Ahn – B. Riley
James A. Mercer III, Esq. – Sheppard Mullin
Gale Moore, CPA – SingerLewak LLP
AGENDA APRIL 7, 2011- ORANGE COUNTY
Jim Pitrat, SingerLewak LLP
Jim Pitrat leads SingerLewak’s Assurance & Advisory practice where he oversees firm-wide assurance & advisory initiatives. Jim has experience with both
private and publicly traded companies and has also advised on cost management, internal controls, corporate restructurings, and mergers and acquisitions.
Jim has client service responsibilities in the business sectors of investor-backed private companies and public companies. Jim received his Bachelor of Science
degree in Business Administration from the University of Arizona in 1993 and his Master’s of Business Administration in 1997. Jim is a member of AICPA, the
Los Angeles Venture Association, the Software Council of Southern California and the Association for Capital Growth. Jim has been a guest instructor at
California Institute of Technology’s Entrepreneur Program, the University of Arizona Small Business Incubator Program, and USC’s EC2 Incubator Program. He
has also spoken on panels for Technology Council of Southern California and the California Society of CPAs. Jim has written for Los Angeles Business Journal,
American Venture Magazine, and Zone Magazine.
John Ahn, B. Riley
John Ahn is President of B. Riley and Head of Corporate Finance. Prior, he was a Managing Director in the Corporate Finance department. He is also a
Principal at Riley Investment Management, the asset management affiliate of B. Riley. He joined the firm in 2004. Mr. Ahn has wide range of experience in
capital raising, trading, and sales of distressed debt and equities. rior to joining B. Riley, Mr. Ahn was a loan trader at Security Pacific Bank in Los Angeles in
the Loan Syndications group. Mr. Ahn was also a Partner at Standard Capital Group in Los Angeles, an investment-banking firm that specialized in capital
raising for middle market companies. From 2003-2004, he was a Managing Director at Maxcor Financial Group in their high yield and distressed bond group.
In January 2004, Mr. Ahn joined BRC as a registered representative. He has served on the board of directors of MAIR Holdings and Regent Communications.
Mr. Ahn attended Williams College and earned his Bachelor of Arts degree in Economics.
OUR PANEL
James A. Mercer III, Sheppard Mullin
Mr. Mercer is a partner in the Corporate Securities practice group in the firm's Del Mar Heights office. He chairs the firm’s Public Company practice and
serves as the Corporate Practice Group’s “China Desk” coordinating corporate work in the firm’s Shanghai office. Mr. Mercer practices in the area of
corporate law, with an emphasis in representing emerging growth companies in securities transactions and mergers and acquisitions.
Mr. Mercer assists clients in financing their business through seed capital, venture capital, IPOs, reverse mergers, PIPES, and secondary public offerings. He
regularly counsels publicly traded companies in matters of SEC compliance including the preparation and review of quarterly and annual reports, proxy
statements and solicitations, tender offers and going private transactions.
Gale Moore, SingerLewak LLP
Gale Moore is a partner in SingerLewak’s Orange County Assurance & Advisory practice. Gale has more than 20 years of experience specializing in public and
real estate-based companies, including Real Estate Investment Trust reporting and compliance. Her background includes assisting companies with capital
market transactions, IPOs, and participating on SOX readiness teams in reviewing control documentation, remediation plans, and testing approaches. She
was formerly a director with Deloitte & Touche LLP and has experience as a corporate controller, a position that gave her valuable insight into the internal
control process.
OUR PANEL
OUR PANEL
JIM PITRAT, SINGERLEWAK
RISKS
RISKS JIM PITRAT, SINGERLEWAK
RISKS JIM PITRAT, SINGERLEWAK
KEY SURVEY RESULTS FORMULATING OUR “ESSENTIAL RISKS” WE
REVIEW 2 KEY SURVEYS ALONG WITH REVIEWING OUR CLIENT CONCERNS
March 2011-Duke University / CFO Magazine 2011-Business
Outlook Survey
FEI CEO’s Top Challenges Survey
RISKS JIM PITRAT, SINGERLEWAK
CFOs: OUTLOOK ROSIER -SOME SECTORS HIRING, BUT INFLATION A WORRY
• OPTIMISM AMONG CFO’S IS - HIGHEST SINCE 2007
• CFOs EXPECT EARNINGS GROWTH IN 2011
Earnings growth expected to jump 18% --compared to 9% in Asia
and 10% in Europe
Capital expenditures expected to jump 12% in 2011
R&D expenditures expected to grow by 4%
Over half the companies in the survey expect to build more
cash on their balance sheets
RISKS JIM PITRAT, SINGERLEWAK
CFOs: OUTLOOK ROSIER - SOME SECTORS HIRING, BUT INFLATION A WORRY (cont’d)
• CFOs EXPECT ONLY MODEST EMPLOYMENT GROWTH (1.2%)
Some industries identify need for skilled workers (engineering, product development, finance and accounting and sales)
• CFOs ARE CONCERNED ABOUT INFLATION
• A 4% inflation would cut earnings growth in half • High concern about fuel and commodities
• 39% OF CFOs FIND BORROWING CONDITIONS HAVE IMPROVED
• However for companies <100MM, still say credit is tight
• 39% OF COMPANIES EXPECT TO ACQUIRE ANOTHER COMPANY IN 2011
RISKS JIM PITRAT, SINGERLEWAK
CEOs 2011 TOP CHALLENGES FOR FINANCIAL EXECUTIVES
ECONOMIC RECOVERY AND THE US FISCAL OUTLOOK
HEALTH CARE LAW
FINANCIAL REGULATORY REFORM
GLOBAL CONVERGENCE OF US GAAP AND IFRS
PRIVATE COMPANY ACCOUNTING SYSTEM REFORM
UNCERTAIN TAX POSITIONS
BUSINESS TAXATION
PENDING INTERNATIONAL BUSINESS ISSUES
CLIMATE CHANGE
RISKS JIM PITRAT, SINGERLEWAK
SL’s “CFO ESSENTIAL RISKS” FOR 2011
We have identified the following 5 ESSENTIAL RISKS FOR CFOs in the Mid-Market
RISK DESCRIPTION RISK
CLASS
EXAMPLE STRATEGIC IMPERATIVE “AT RISK” AND RISK DESCRIPTIONS
#1 Maintaining Compliance
with Increased Regulation
Compliance • Being out of compliance with new SEC rules
• Impact related to potential new EPA regs
• Impact related to changing Health Care
• Impact related to Dodd-Frank
• Other Regulations
#2 Access to Credit and
Financing
Financial • Risk of being unable to Finance Growth under strategic imperatives
• Risk of being unable to Finance Acquisitions
• Risk of being unable to meet needs if economy slips or business slips
#3 Managing Growth and
Operating in a “Lean”
Environment
Operating • Engineering issues and quality problems
• Over-hiring in a risky environment
• Inventory shortages or cost issues related to inflationary pressures
• Over-purchasing of inventory or over-producing due to inflationary concerns
and price volatility
• Margin Pressures and impact on profitability
• Suppliers taking on inventory risk for customers
RISKS JIM PITRAT, SINGERLEWAK
SL’s CFO ESSENTIAL RISKS FOR 2011 (cont’d)
We have identified the following 5 ESSENTIAL RISKS FOR CFOs in the Mid-Market
RISK DESCRIPTION RISK CLASS EXAMPLE STRATEGIC IMPERATIVE “AT RISK” AND RISK DESCRIPTIONS
#4 Attracting and Managing
Talent
Operating • Unable to meet strategic needs, take advantage of the marketplace or or
manage strategic plan
• Unable to meet production requirements
• Unable to meet sales requirements due to sales staff shortages
• Unable to maintain top-quality talent in cost-sensitive environment
#5 Keeping Up with Accounting
Standards and Adapting to
IFRS Convergence
Compliance
and financial
• Complexity causing financial reporting miscues
• Out of compliance with financial reporting requirements
JOHN AHN, B. RILEY
CASH FLOW
MIDDLE MARKET OVERVIEW
After a period of severe financial market volatility and contracted
liquidity in the global credit markets and U.S. banking system, credit and investment capital have started to flow back into the middle market for refinancings, acquisitions and growth capital
Reasonably priced capital exists for properly positioned companies
2011 Middle Market Equity is expected to experience continuous growth due to:
Recent clarity on tax rates
The Federal Reserve’s second quarter effort to push investors
back into the equity markets
The prospects of a more business friendly federal government
CASH FLOW JOHN AHN, B. RILEY
MIDDLE MARKET EQUITY - PUBLIC
Overall U.S. IPO market continued its recovery in 2010, led
by General Motors $16 billion deal
154 IPOs with total proceeds of $38.7 billion in 2010
Q1 2011 has shown a 30.4% increase in number of deals filed and a 253.5% increase in total proceeds compared to Q1 2010
Registered Direct Offerings are the fastest growing financing structure in the U.S. Capital Markets
Positioned as a genuine capital raising alternative from both public offerings and PIPEs
In 2010, RDOs raised over $10 billion in capital, an effective
increase of over 58% from 2009 (C4 Captial)
CASH FLOW JOHN AHN, B. RILEY
INITIAL PUBLIC OFFERING
(INSTITUTIONAL QUALITY)
An initial public offering (IPO) occurs when a company issues
common stock to the public for the first time
IPOs are often issued by smaller, younger companies seeking capital to expand, but can also be done by large privately-owned companies looking to become publicly traded
JOHN AHN, B. RILEY
CASH FLOW
INITIAL PUBLIC OFFERING
(INSTITUTIONAL QUALITY) (cont’d)
Factors influencing IPO valuations:
Interim and expected future financial performance (quarterly earnings and estimates)
Industry public market comparables
Disclosures that may impact future financial results
Strength of management
Use of proceeds
Public float and trading volume
Research coverage
Investor profile:
Institutional funds and retail investors
JOHN AHN, B. RILEY
CASH FLOW
IPO CONSIDERATIONS
• ADVANTAGES:
Source of capital to fund working capital and acquisition requirements
Path for liquidity for existing shareholders
Valuation comparable to or higher than an outright corporate sale
Creates additional credibility for business and future financing
Enables the acquisition of lower cost senior financing
Employees may participate in an employee stock option plan
JOHN AHN, B. RILEY
CASH FLOW
IPO CONSIDERATIONS (cont’d)
• DISADVANTAGES:
Company operating under public scrutiny and accountability
Strategic, operating and financial information available to competitors
Significant demand on management’s time and resources
Reduced flexibility and decision making based on corporate governance
requirements
High costs associated with filings and SOX requirements
JOHN AHN, B. RILEY
CASH FLOW
IPO STATISTICAL DATA
0
40
80
120
160
200
240
2004 2005 2006 2007 2008 2009 2010
$0.0
$10.0
$20.0
$30.0
$40.0
$50.0
$60.0
Number of Deals Total Proceeds (Billions)
2004 2005 2006 2007 2008* 2009 2010* Q1 2011
Total Return 35% 19% 26% 13% -33% 16% 25% 7%
First Day Return 11% 11% 11% 13% 3% 7% 10% 3%
Aftermarket Return 21% 6% 12% 1% -36% 8% 15% 12%
% of IPOs with NEGATIVE First Day Returns 19% 21% 21% 25% 58% 32% 33% 22%
% Priced Above Range 18% 20% 21% 23% 7% 17% 13% 29%
% Priced Within Range 45% 52% 49% 55% 65% 56% 47% 39%
% Priced Below Range 36% 29% 30% 22% 28% 27% 40% 32%
Notes: Excluding SPACs
* Excluding Visa, 2008 proceeds and average deal size would have been $10.1 billion and $241 million, respectively
* *Excluding General Motors, 2010 proceeds and average deal size would have been $22.9 billion and $150 million, respectively
United States Historical IPO Return Statistics
Nu
mb
er o
f d
eal
s To
tal Pro
ceed
s ($B
illion
s) JOHN AHN, B. RILEY
CASH FLOW
ANNUAL U.S. IPO BREAKDOWN
REGISTERED DIRECT OFFERINGS
• A registered direct offering is the sale of registered securities to a
selected number of pre-identified accredited and institutional investors
• Securities are marketed by a placement agent on a “best efforts” basis
• No Underwriting = No firm commitment to buy the securities
• RDOs were historically issued by smaller public companies and those without investment-grade credit where conventional public offerings (PIPEs) and similar private transaction weren’t viable options
JOHN AHN, B. RILEY
CASH FLOW
REGISTERED DIRECT OFFERINGS (cont’d)
• Other public companies have begun to prefer an RDO over other
capital-raising methods because of the following advantages:
• Confidential, targeted marketing process
• Better pricing
• Overall reduced risk
• Combines many of the best features of underwritten follow-ons and PIPEs
• Provides issuers with the truncated marketing process of a PIPE, but with the ability to hit a narrow market window
• Unlike a PIPE, the securities sold in an RDO become
immediately registered and tradable
JOHN AHN, B. RILEY
CASH FLOW
REGISTERED DIRECT DESCRIPTIVE SUMMARY
• Most common type of security sold in an RDO is common stock
• Issuers may sell other types of securities, convertible notes, warrants or debt
• Buyers typically range from an issuer’s existing investors to institutional investors that have a relationship with the placement agent
• The majority of RDO’s are made on an effective Form S-3 or Shelf Registration Statement
• Permits the registration of securities prior to the planning of any specific offering
JOHN AHN, B. RILEY
CASH FLOW
REGISTERED DIRECT DESCRIPTIVE SUMMARY (cont’d)
• Form S-3 eligibility and technical considerations:
• Sufficient capacity under the shelf to conduct the offering
• The shelf must cover the type of security the issuer plans to issue through the RDO
• Issuers with less than $150MM in market capitalization are subject to FINRA approval
• Issuers with a market cap under $75MM must limit its offerings to less than one-third of its public float over any 12-month period
JOHN AHN, B. RILEY
CASH FLOW
REGISTERED DIRECT CONSIDERATIONS
• ADVANTAGES:
• Marketed to a targeted group of investors like a private placement or PIPE
• Issuers that want to test the market can do so without attracting unwanted publicity
• Not subject to “liquidity discounts” that coincide with a PIPE offering
• Avoids the risk of market fluctuation due to speculative trading
• The securities are immediately transferable because they are already registered
JOHN AHN, B. RILEY
CASH FLOW
REGISTERED DIRECT CONSIDERATIONS (cont’d)
• DISADVANTAGES:
• Marketing process is significantly shorter than a secondary option
• Not as widely distributed as any other public offering
• Increased scrutiny under the rules of the company’s securities exchange
• Offering does not include an over-allotment option
CASH FLOW JOHN AHN, B. RILEY
REGISTERED DIRECT – CAPITAL RAISE COMPARISON
TYPE OF
OFFERING REGISTERED
ROAD SHOW
IMMEDIATE LIQUIDITY
FOR INVESTOR
CONFIDENTIAL MARKETING
USE OF EXISTING PUBLIC DOCS
LOW TRANSACTION
COSTS
LOW DISCOUNT
TO TRADING PRICE
HIGHER DILUTIVE EFFECT
EXTENDED PROCEEDS
PERIOD
TRADITIONAL UNDERWRITTEN OFFERING
X X X POSSIBLY X
ATM OFFERINGS
X (S-3 ELIGIBLE)
X X X X X
PIPEs NOT
INITIALLY X X X POSSIBLY X
RDOs X
(S-3 ELIGIBLE) X X X X X X
RIGHTS OFFERING
X X X X
EQUITY LINE FACILITIES
X X X X X X
1 2
3
4
(1) Some PIPE offerings require registration shortly after the private placement (2) Typically liquid within 3-12 months after the private placement (3) Discounts are typically 4-8% below market (4) The ability to raise capital at higher prices in the future can reduce the amount of dilation
JOHN AHN, B. RILEY
CASH FLOW
REGISTERED DIRECT CASE STUDY –
“KRATOS DEFENSE & SECURITIES SOLUTIONS”
Kratos provides mission critical engineering, IT services and war
fighter solutions for the U.S. Federal Government, Defense
Department and state and local agencies
Principal services include C4ISR, weapon systems sustainment, military weapon
range operations and technical services
Market Capitalization of $103 million at time of RDO
August 3rd - Kratos and B. Riley held discussions about capital raising initiatives
B. Riley explained the benefits of RDOs
Kratos confirmed use of proceeds to repay acquisition related debt
August 10th - Kratos hired B. Riley as Placement Agent
All hands due diligence kick off meeting was held
CASH FLOW JOHN AHN, B. RILEY
REGISTERED DIRECT CASE STUDY
“KRATOS DEFENSE & SECURITIES SOLUTIONS”
August 13th – Kratos filed an S-3
B. Riley continued its due diligence
August 19th - SEC advised that it would not review the S-3
August 21st - The S-3 was declared effective
B. Riley began contacting select investors, obtained NDAs and disclosed
intention to issue shares
Management presentations arranged via conference calls and in person
meetings
August 27th - After the financial markets closed, B. Riley
continued to contact investors and during the next few hours
subscribed the offering
CASH FLOW JOHN AHN, B. RILEY
HOW TO POSITION YOUR COMPANY FOR A CAPITAL RAISE:
DEMONSTRATE SOLID FINANCIAL PERFORMANCE
• Historical and Projected Financials
Consistent financial results
Top-line revenue growth
Recurring revenue
Strong operating margins
Increasing profitability
Low seasonality
Upward trend in historical performance
Importance of trailing/last twelve months (TTM/LTM)
• Operating Cash Flow
Focus on hitting projected revenue and earnings numbers
Review customer profitability
Understand differences between EBITDA and cash flow
JOHN AHN, B. RILEY
CASH FLOW
HOW TO POSITION YOUR COMPANY FOR A CAPITAL RAISE: (cont’d)
“HAVE A CLEAN STORY”
• Audited Financial Statements
Have your financial statements audited with a reputable firm to add credibility
• Income Statement Adjustments
Includes one-time/non-recurring charges, private company expenses and other
“addbacks”
• Customer and Supplier Diversification
Investors will pay less for companies dominated by one or two customers
• Legal Documentation
Make sure licenses and regulatory filings are current & identify
any required consent
JOHN AHN, B. RILEY
CASH FLOW
HOW TO POSITION YOUR COMPANY FOR A CAPITAL RAISE: (cont’d)
“HAVE A CLEAN STORY”
• Form of Incorporation
Consult with professionals to understand company or transaction specific tax
implications
• Operational Processes and Systems
Are the company’s processes well documented, efficient and transferable?
• Potential Liabilities
Consider settling any outstanding disputes with customers, suppliers and
employees
JOHN AHN, B. RILEY
CASH FLOW
HOW TO POSITION YOUR COMPANY FOR A CAPITAL RAISE: (cont’d)
BECOME EDUCATED ON THE CAPITAL MARKETS
• Understand traditional & non-traditional valuation methodologies & metrics
• Analyze the company’s strategic alternatives, such as organic growth,
growth through merger or acquisition, minority or majority recapitalization,
strategic sale, IPO or status quo
• Shareholder Value Seek shareholder liquidity events while the Company is still growing Maximize profitability levels Avoid excessive revenue at the expense of profitability Focus on cost controls Avoid entry into unrelated business lines Create a competitive sales process Don’t shop your deal multiple times Minimize any perceived risks
• Select the right transaction advisors (attorney/investment bankers)
JOHN AHN, B. RILEY
CASH FLOW
JAMIE MERCER, SHEPPARD MULLIN
M&A
TRENDS IN MERGERS AND
ACQUISITIONS
JAMIE MERCER, SHEPPARD MULLIN
M&A
RECENT ABA DEAL POINT STUDY STUDY
75 transactions completed in 2009
All transactions over $100 million
All U.S. Public company targets
DEAL TERMS
51% all cash
24% all stock
25% mixed consideration
JAMIE MERCER, SHEPPARD MULLIN
M&A
NO UNDISCLOSED LIABILITIES
JAMIE MERCER, SHEPPARD MULLIN
Includes Rep 99%
(94% of deals in 2008)
“All Liabilities” (Buyer Favorable 65%)
(57% of deals in 2008)
“GAAP Liabilities” (Target Favorable)
35% (43% of deals in 2008)
(Subset: includes rep)
M&A
10B-5 FULL DISCLOSURE
JAMIE MERCER, SHEPPARD MULLIN
Includes “Knowledge
Qualifier” 25%
“No Knowledge” Qualifier
75% (100% in deals in 2008)
Includes Rep 5%
(2% of deals in 2008)
No Rep 95%
(98% of deals in 2008)
(Subset: includes rep)
M&A
AVAILABILITY OF FINANCING
JAMIE MERCER, SHEPPARD MULLIN
No Condition 67%
(88% of deals in 2008)
Includes Condition 33%
(12% of deals in 2008)
M&A
MATERIAL ADVERSE EFFECT (MAE)
JAMIE MERCER, SHEPPARD MULLIN
Includes “Walk Right” 100%*
(97% of deals in 2008)
M&A
MAE CARVEOUT - PROJECTIONS
JAMIE MERCER, SHEPPARD MULLIN
No Carveout 7%
Includes Carveout 93%
(25% of deals in 2008)
(75% of deals in 2008)
M&A
MAE CARVEOUT – CHANGE IN LAW
JAMIE MERCER, SHEPPARD MULLIN
No Carveout 9%
Includes Carveout 91%
(14% of deals in 2008)
(86% of deals in 2008)
M&A
MAE CARVEOUT - ACCOUNTING
JAMIE MERCER, SHEPPARD MULLIN
No Carveout 8%
Includes Carveout 92%
(17% of deals in 2008)
(83% of deals in 2008)
M&A
CHOICE OF LAW
JAMIE MERCER, SHEPPARD MULLIN
State of Incorporation 24%
(39% of deals in 2008)
Delaware 71%
(36% of deals in 2008)
Delaware 100%
(95% of deals in 2008)
Other 5%
(25% of deals in 2008)
Target not incorporated in Delaware Target incorporated in Delaware
M&A
SHAREHOLDER SUITS NUMBER OF STRIKE SUITS INCREASING Allege breach of fiduciary duty by target board
Number of suits tripled since 2007 (105 to 337)
FORUM SELECTION IN BYLAWS Vice Chancellor Laster’s comment In re Revlon (2010)
Consolidates cases in one jurisdiction
Takes advantage of Delaware case law and judges
GALAVIZ V. BERG (JAN. 2011) Oracle’s forum selection clause struck down
Adopted by directors only
Adopted after the events that gave rise to claim
JAMIE MERCER, SHEPPARD MULLIN
M&A
REGULATORY REPORTING JAMIE MERCER, SHEPPARD MULLIN
SEC REGULATORY
DEVELOPMENTS FOR 2011
JAMIE MERCER, SHEPPARD MULLIN
REGULATORY REPORTING
2011 SEC FOCUS AREAS MANAGEMENT’S DISCUSSION AND ANALYSIS
Overview
Financial Metrics
Liquidity and Capital Resources
EXECUTIVE COMPENSATION
Compensation Clawbacks
Say on Pay
PROXY STATEMENT
Proxy Access Rules
JAMIE MERCER, SHEPPARD MULLIN
REGULATORY REPORTING
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
FINANCIAL ACCOUNTING AND
REPORTING UPDATE EFFECTIVE IN 2011 STILL HOT IN 2011 PROMISED IN 2011
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
EFFECTIVE IN 2011 GOODWILL IMPAIRMENT TEST
Guidance related to step 2 analysis
Public years beginning after 12/15/10
Private years beginning after 12/15/11
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
EFFECTIVE IN 2011 PUBLIC COMPANY BUSINESS COMBINATIONS
Supplementary Pro Forma Information
FINANCIAL AUDIT GALE MOORE, SINGERLEWAK
EFFECTIVE IN 2011 FAIR VALUE MEASUREMENTS
Clarification on level 3 disclosures
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
EFFECTIVE IN 2011 CERTAIN REVENUE ARRANGEMENTS THAT INCLUDE SOFTWARE ELEMENTS MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
STILL HOT IN 2011 REVENUE RECOGNITION
Multiple element arrangements (VSOE, TPE, ESP)
Disclosure related to judgments
Compliance with ASU 2009-13
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
STILL HOT IN 2011 GOODWILL IMPAIRMENT
Disclosures (key assumptions)
Skepticism directed at impairment analysis
MD & A Discussion
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
STILL HOT IN 2011 FAIR VALUE MEASUREMENTS
Method and assumptions questioned
Disclosures
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
STILL HOT IN 2011 CONTINGENCY DISCLOSURES
Discussion not robust (reasonably possible range)
Same disclosure for multiple years
Settlement in same period of initial disclosure
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
STILL HOT IN 2011 BUSINESS COMBINATIONS
Contingencies
Minority interest
Acquired business audited financial statements
Pro-forma Disclosures
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
PROMISED IN 2011 JOINT PROJECTS
Financial instruments
Balance sheet offsetting
Revenue Recognition
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
PROMISED IN 2011
Leases
Fair Value Measurement
Statement of Comprehensive Income
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
PROMISED IN 2011
IASB – Insurance contracts
FASB Consolidation
IASB Consolidation
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
PROMISED IN 2011
Consolidation – Investment companies
Investment Properties
IASB – Postemployment benefits
GALE MOORE, SINGERLEWAK
FINANCIAL AUDIT
PROMISED IN 2011
Discontinued operations
***Loss Contingencies
FINANCIAL AUDIT GALE MOORE, SINGERLEWAK
www.SheppardMullin.com 858.720.7469
www.brileyco.com 310.966.1444
www.SingerLewak.com 877.754.4557
CONTACT US
JIM PITRAT JAMIE MERCER
GALE MOORE
JOHN AHN