I was very impressed with the practical application/discussion of the topics. Excellent instructor and all topics were relevant and hit all necessary points.

Edelita Tichepco, Financial Reporting & Analysis Manager, Kintana, Inc., Sunnyvale, CA

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MD&A In Depth Workshop

One and one-half days — 13 CPE Credits

Master the art of writing the MD&A section of any SEC filing. Learn what the SEC looks for when reviewing your MD&A, using a series of hands-on case studies and outstanding practical examples.

Designed to guide you through the maze of SEC rules and interpretations. This one and one-half day workshop will emphasize:

• Why the MD&A is so important to the SEC - to protect the investor's right to see the Company "through the eyes of management"

• The need for prospective information - when it is required and when it is optional - based on the concept of the "known trend, demand, event, commitment and uncertainty"

• How to present prospective information without incurring legal liability - the effective use of the Safe Harbor under the 1995 Reform Act, with numerous practical examples

• Current "hot topics" at the SEC - the importance of the SEC’s last interpretive guidance, FR 72, in the current economic environment, disclosure of critical accounting estimates, fair value, restructuring and impairment charges, discontinued operations, analysis by business component, environmental contingencies, derivatives, foreign currency, risk management and other important issues

• The interim MD&A - its unique requirements and how it differs from the annual MD&A

• The SEC's "plain English" requirements - how they apply to the MD&A

SCHEDULE

DAY ONE

12:30 -1:00 p.m. — Registration

1:00 -2:00 p.m. — Objective and Evolution of the MD&A Requirements

• Why the MD&A has been so controversial from day one
• The SEC's ever-increasing concern in today's environment
• Evolution of the requirements – Item 303 of Regulation S-K – FR 36 – the Caterpillar, the Sony and other enforcement actions -- significant new proposals and guidance in 2003 including FR 72
• The SEC's increased emphasis through the "financial review" of 1934 Act filings

2:00 - 3:45 p.m. — The Overall Concept of the MD&A in General

• The three pronged approach – liquidity, capital resources and results of operations
• Should you add an "executive level" summary?
• The historical analysis of each of the three prongs
• The prospective discussion of each of the three prongs
• The concept of the known trend, demand, event, commitment and uncertainty
• The probability/materiality test regarding known uncertainties –"more likely than not" vs. "reasonably likely"
• Effective use of cautionary language under the U.S. Private Securities Litigation Reform Act – examples: Good and bad

3:45 -5.30 p.m. — Specific Requirements of the Discussion of Results of Operations

• The year-by-year historical analysis
• Deeper ANALYSIS!
• Getting rid of "elevator music"
• The discussion of gross revenues – the price/volume/product mix analysis
• Unusual and non-recurring items – their cause and their impact
• The need for discussion by segment, product line or other business components
• Impact of an acquisition, a disposition and the effect of exchange rate changes on the discussion
• Changes in accounting policy – the expected impact (SAB 74) and the resultant impact
• Proper use of alternative measures of performance (e.g. EBITDA) – New S-K Item 10 Guidance
• Critical accounting policies (as prescribed by FR-60) and the related May 2002 proposal for discussion and analysis of significant accounting estimates in their application

5:30 - 7:00 p.m. — Cocktail Party for Participants and Their Guests

DAY TWO

8:00 - 8:30 a.m. — Continental Breakfast

8:30 - 9:30 a.m. — Specific Requirements of the Discussion of Results of Operations (continued)

9:30 - Noon — Specific Requirements of the Discussion of Liquidity and Capital Resources

• Analysis of the cash flow statement for the past three years
• Changes in liquidity during the current year
• Short-term vs. long-term future requirements
• The availability of funds to meet future requirements
• The projected deficiency in future requirements – the proposed or intended resolution
• Year-by-year future liquidity requirements for contractual obligations and the effects of off-balance sheet financing arrangements and related party transactions (as prescribed by FR-61) and the related Sarbanes-Oxley amendment to Item 303.

Noon - 1:00 p.m. — Luncheon

1:00 - 1:30 p.m. — Mechanics of Presentation of the MD&A

1:30 - 4:15 p.m. — Specific Current Areas of Emphasis by the SEC

• The contractual obligations table
• Off-balance sheet financing disclosures
• Restructuring and impairment charges (as prescribed by SAB 100)
• Purchase price allocation of a business combination – especially any in-process research and development costs contained therein
• Significant foreign operations and/or foreign currency transactions – their impact and resultant risks
• The net deferred tax asset under SFAS 109
• The use of derivative financial instruments – relationship to the market risk disclosures in Item 7A
• Significant research and development activities
• Effects of related party transactions and off-balance sheet financing arrangements
• Discontinued operations
• Environmental and other contingencies
• Current SAB 74 issues – describing the expected effect of new GAAP standards
• Industry trends and uncertainties
• Mini-cases on selected areas of emphasis

4:15 - 4:45 p.m. — The MD&A in Interim Filings

• Differences between the interim and the annual MD&A
• The "updating" concept of the discussion
• The period-by-period historical analysis
• The prospective discussion – the importance of seasonality
• Case study on the interim MD&A

Course Objective: To provide an understanding of the requirements in annual and/or interim filings with the SEC.
Prerequisites/Advance Preparation: None.
Experience level: Intermediate.

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