BDO SEIDMAN, LLP’S JULY 2004 FINANCIAL REPORTING UPDATE PCAOB and SEC Matters ( Jeff Lenz )

AS 1 Auditor Reports AS 2 Audits of Internal Control AS 3 Audit Documentation Update

AS 1 Auditor Reports

AS 2 Audits of Internal Control

AS 3 Audit Documentation

PCAOB Developments – AS No. 1 AS No. 1 - References in Auditors' Reports to the Standards of the Public Company Accounting Oversight Board Changes to Audit Reports: Directs auditors to refer to "standards of the Public Company Accounting Oversight Board (United States)" in lieu of references to GAAS in audit reports relating to F/S of issuers Applies to U.S. firms and non-U.S. firms that have not yet registered with PCAOB Effective for audit reports issued or reissued on or after May 24, 2004, irrespective of whether engagement was conducted before or after this date

AS No. 1 - References in Auditors' Reports to the Standards

of the Public Company Accounting Oversight Board

Changes to Audit Reports:

Directs auditors to refer to "standards of the Public Company Accounting Oversight Board (United States)" in lieu of references to GAAS in audit reports relating to F/S of issuers

Applies to U.S. firms and non-U.S. firms that have not yet registered with PCAOB

Effective for audit reports issued or reissued on or after May 24, 2004, irrespective of whether engagement was conducted before or after this date

Internal Control Over Financial Reporting – FAQs PCAOB’s Frequently Asked Questions document Can be accessed on PCAOB’s web site at www.PCAOBUS.org/documents/staff_Q_A/Staff_Internal_Control.pdf New guidance available from the SEC on and PCAOB on Internal Control Over Financial Reporting SEC’s Frequently Asked Questions document Can be accessed on SEC’s web site at www.sec.gov/info/accountants/controlfaq0604.htm

Internal Control Over Financial Reporting – PCAOB FAQ Q7. Addresses paragraph 140 - If auditor identifies a misstatement in a prelim draft of F/S, does this represent a significant deficiency & strong indicator of material weakness? Do accounting discussions need to be postponed until management has completed the accounting?

Q7. Addresses paragraph 140 -

If auditor identifies a misstatement in a prelim draft of F/S, does this represent a significant deficiency & strong indicator of material weakness?

Do accounting discussions need to be postponed until management has completed the accounting?

Internal Control Over Financial Reporting – PCAOB FAQ A7. Company must have effective internal control on its own (without results of auditing procedures) Auditor preparing a checklist and finding a material disclosure to be missing from F/S would be an indicator of a significant deficiency & strong indicator of material weakness Auditors may review drafts, but management needs to communicate status of F/S, reason for auditor’s review and whether controls had operated at the time Apply the same concept in accounting discussions Careful structuring. Clear communication.

A7. Company must have effective internal control on its own (without results of auditing procedures)

Auditor preparing a checklist and finding a material disclosure to be missing from F/S would be an indicator of a significant deficiency & strong indicator of material weakness

Auditors may review drafts, but management needs to communicate status of F/S, reason for auditor’s review and whether controls had operated at the time

Apply the same concept in accounting discussions

Careful structuring. Clear communication.

Internal Control Over Financial Reporting – SEC FAQ Issues Discussed in FAQ Document Requirements related to entities consolidated pursuant to FASB Interpretation No. 46(R) (VIEs) and EITF 00-1 (proportionate consolidation) SEC requires management’s ICFR report to include all consolidated entities, irrespective of consolidation method. However, for entities: in existence prior to 12/15/03 and consolidated pursuant to FIN 46; and consolidated pursuant to EITF 00-1 management may exclude these entities from its ICFR evaluation where necessary

Issues Discussed in FAQ Document

Requirements related to entities consolidated pursuant to FASB Interpretation No. 46(R) (VIEs) and EITF 00-1 (proportionate consolidation)

SEC requires management’s ICFR report to include all consolidated entities, irrespective of consolidation method.

However, for entities:

in existence prior to 12/15/03 and consolidated pursuant to FIN 46; and

consolidated pursuant to EITF 00-1

management may exclude these entities from its ICFR evaluation where necessary

Internal Control Over Financial Reporting – SEC FAQ Issues Discussed in FAQ Document Requirements related to consolidated entities excluded: Mention in mgmt. report on ICFR and refer to separate scope discussion Separate section of annual report should stating: ICFR evaluations and conclusions don’t apply to this entity Reason for scope exception Size of this entity

Issues Discussed in FAQ Document

Requirements related to consolidated entities excluded:

Mention in mgmt. report on ICFR and refer to separate scope discussion

Separate section of annual report should stating:

ICFR evaluations and conclusions don’t apply to this entity

Reason for scope exception

Size of this entity

Internal Control Over Financial Reporting – SEC FAQ Issues Discussed in FAQ Document Requirements re: equity method investees ICFR evaluation of recording of transactions into the equity method investee’s accounts is not required This guidance applies regardless of significance of equity method investee to registrant

Issues Discussed in FAQ Document

Requirements re: equity method investees

ICFR evaluation of recording of transactions into the equity method investee’s accounts is not required

This guidance applies regardless of significance of equity method investee to registrant

Internal Control Over Financial Reporting – SEC FAQ Issues Discussed in FAQ Document Requirements re: recently purchased businesses ICFR evaluation of a purchased business may be deferred if current assessment is not possible Until one year after acquisition date Disclose exclusion of purchased business from scope of management’s ICFR evaluation separately in issuer’s annual report. In addition, disclose: Identity of acquired business Significance of entity to issuer’s consolidated F/S Disclose material changes in issuer’s ICFR as a result of acquisition

Issues Discussed in FAQ Document

Requirements re: recently purchased businesses

ICFR evaluation of a purchased business may be deferred if current assessment is not possible

Until one year after acquisition date

Disclose exclusion of purchased business from scope of management’s ICFR evaluation separately in issuer’s annual report. In addition, disclose:

Identity of acquired business

Significance of entity to issuer’s consolidated F/S

Disclose material changes in issuer’s ICFR as a result of acquisition

Internal Control Over Financial Reporting – SEC FAQ Issues Discussed in FAQ Document Conclusions on effectiveness of ICFR Management may not qualify its conclusions in its report on effectiveness of the issuer’s ICFR Management’s or auditor’s conclusion that issuer’s ICFR are not effective does not affect issuer’s timely/current filer status for purposes of Rule 144 and Forms S-2, S-3, and S-8 eligibility as long as: Report that includes assessment is timely filed; Auditor’s report on the F/S is unqualified; and All other reporting obligations are timely satisfied

Issues Discussed in FAQ Document

Conclusions on effectiveness of ICFR

Management may not qualify its conclusions in its report on effectiveness of the issuer’s ICFR

Management’s or auditor’s conclusion that issuer’s ICFR are not effective does not affect issuer’s timely/current filer status for purposes of Rule 144 and Forms S-2, S-3, and S-8 eligibility as long as:

Report that includes assessment is timely filed;

Auditor’s report on the F/S is unqualified; and

All other reporting obligations are timely satisfied

Internal Control Over Financial Reporting – SEC FAQ Issues Discussed in FAQ Document Changes in Controls - Regulation S-K Item 308(c) Changes made as a result of preparing for company’s first management report on ICFR Business combinations Enhancements Corrections of significant deficiencies

Issues Discussed in FAQ Document

Changes in Controls - Regulation S-K Item 308(c)

Changes made as a result of preparing for company’s first management report on ICFR

Business combinations

Enhancements

Corrections of significant deficiencies

Internal Control Over Financial Reporting – SEC FAQ Issues Discussed in FAQ Document ICFR evaluation requirements re: third party service providers Management is responsible for maintaining and evaluating controls over flow of information to and from service providers Management may rely on a Type 2 SAS 70 report in assessing controls of the service provider, even if auditors for both companies are the same However, if management engages issuer’s audit firm to also prepare SAS 70 report on the service provider, it may not rely on the report for purposes of assessing ICFR Management may rely on a SAS 70 report for a service provider that is as of a different year-end than the issuer

Issues Discussed in FAQ Document

ICFR evaluation requirements re: third party service providers

Management is responsible for maintaining and evaluating controls over flow of information to and from service providers

Management may rely on a Type 2 SAS 70 report in assessing controls of the service provider, even if auditors for both companies are the same

However, if management engages issuer’s audit firm to also prepare SAS 70 report on the service provider, it may not rely on the report for purposes of assessing ICFR

Management may rely on a SAS 70 report for a service provider that is as of a different year-end than the issuer

Internal Control Over Financial Reporting – SEC FAQ Issues Discussed in FAQ Document Effective date First fiscal year ending on or after November 15, 2004 for accelerated filers Applies in 2004 to new accelerated filers Did your June 30, 2004 public equity float exceeded $75 million?

Issues Discussed in FAQ Document

Effective date

First fiscal year ending on or after November 15, 2004 for accelerated filers

Applies in 2004 to new accelerated filers

Did your June 30, 2004 public equity float exceeded $75 million?

AS 3 Audit Documentation Not yet approved by SEC Effective – November 15, 2004 Key Principles Procedures Performed Evidence Examined Conclusions Reached Written Documentation

Not yet approved by SEC

Effective – November 15, 2004

Key Principles

Procedures Performed

Evidence Examined

Conclusions Reached

Written Documentation

Experienced Auditor “ an experienced auditor has a reasonable understanding of audit activities and has studied the company’s industry as well as the accounting and auditing issues relevant to the industry”

“ an experienced auditor has a reasonable understanding of audit activities and has studied the company’s industry as well as the accounting and auditing issues relevant to the industry”

SEC Matters - Update Public Access to SEC Comment Letters and Responses New Form 8-K Rules SEC Hot Buttons

Public Access to SEC Comment Letters and Responses

New Form 8-K Rules

SEC Hot Buttons

Public Access to SEC Comment Letters Currently, SEC releases staff comment letters and responses only in response to individual Freedom of Information Act (FOIA) requests after staff review is complete Beginning with SEC filings made after 8/1/2004, all comment letters and response letters will be made publicly available via EDGAR and the SEC’s Public Dissemination Service Correspondence will be released no earlier than 45 days after staff has completed a filing review Public access to SEC comment letters on SEC filings and registrants’ responses

Currently, SEC releases staff comment letters and responses only in response to individual Freedom of Information Act (FOIA) requests after staff review is complete

Beginning with SEC filings made after 8/1/2004, all comment letters and response letters will be made publicly available via EDGAR and the SEC’s Public Dissemination Service

Correspondence will be released no earlier than 45 days after staff has completed a filing review

Public access to SEC comment letters on SEC filings and registrants’ responses

All comment letters will be released – no confidential treatment exceptions Companies can request confidential treatment of sensitive portions of response letters under Rule 83 of the FOIA Public Access to SEC Comment Letters Public access to SEC comment letters on SEC filings and registrants’ responses

All comment letters will be released – no confidential treatment exceptions

Companies can request confidential treatment of sensitive portions of response letters under Rule 83 of the FOIA

Public access to SEC comment letters on SEC filings and registrants’ responses

Consult with counsel experienced in confidentiality matters File redacted company response via EDGAR Omit sections for which confidential treatment will be requested Each page should be clearly marked “Confidential Treatment Requested by [Name]” Submit complete unredacted copy of response letter to SEC in paper form indicating confidential treatment request Specify which portions of the letter for which issuer seeks confidential treatment and why Public Access to SEC Comment Letters Procedures for confidential treatment request under Rule 83

Consult with counsel experienced in confidentiality matters

File redacted company response via EDGAR

Omit sections for which confidential treatment will be requested

Each page should be clearly marked “Confidential Treatment Requested by [Name]”

Submit complete unredacted copy of response letter to SEC in paper form indicating confidential treatment request

Specify which portions of the letter for which issuer seeks confidential treatment and why

Procedures for confidential treatment request under Rule 83

Form 8-K Revisions Final Rule issued March 16, 2004 Effective date: August 23, 2004 Applicable to all domestic issuers, including small business issuers Adds 8 new items which would require 8-K Requires 2 items currently reported in 10-K or 10-Q to be filed on 8-K Expands disclosure requirements regarding departure of director/change in certain officers Shortens time frame for filing 8-K to 4 business days (from 5 or 15 business days) Safe harbor

Final Rule issued March 16, 2004

Effective date: August 23, 2004

Applicable to all domestic issuers, including small business issuers

Adds 8 new items which would require 8-K

Requires 2 items currently reported in 10-K or 10-Q to be filed on 8-K

Expands disclosure requirements regarding departure of director/change in certain officers

Shortens time frame for filing 8-K to 4 business days (from 5 or 15 business days)

Safe harbor

Form 8-K Revisions What has not changed: Information requirements in acquisitions and dispositions Extended due date for historical and pro forma F/S after an acquisition Information requirements in connection with auditor changes

What has not changed:

Information requirements in acquisitions and dispositions

Extended due date for historical and pro forma F/S after an acquisition

Information requirements in connection with auditor changes

Form 8-K - New Disclosures Entry into material agreement (not ordinary course of business) Termination of material agreement (not ordinary course of business) Creation of material direct financial obligation or contingent financial obligation under an Off B/S arrangement Event triggering direct financial obligation or contingent financial obligation under an Off B/S arrangement

Entry into material agreement (not ordinary course of business)

Termination of material agreement (not ordinary course of business)

Creation of material direct financial obligation or contingent financial obligation under an Off B/S arrangement

Event triggering direct financial obligation or contingent financial obligation under an Off B/S arrangement

Form 8-K - New Disclosures (cont’d) Exit activities including material write-offs and restructuring charges Material impairment Delisting events

Exit activities including material write-offs and restructuring charges

Material impairment

Delisting events

No reliance on previously issued F/S 4.02(a) – Requires company to file 8-K if it determines its F/S are misstated 4.02(b) – Requires company to file 8-K if its auditor informs it that F/S are misstated Auditor would then provide letter to SEC indicating agreement/disagreement w/ disclosures to be attached as an exhibit to 8-K filing Form 8-K - New Disclosures (cont’d)

No reliance on previously issued F/S

4.02(a) – Requires company to file 8-K if it determines its F/S are misstated

4.02(b) – Requires company to file 8-K if its auditor informs it that F/S are misstated

Auditor would then provide letter to SEC indicating agreement/disagreement w/ disclosures to be attached as an exhibit to 8-K filing

Proposed 8-K Items Not Adopted Temporary suspension of trading under employee benefit plan This items was addressed by Regulation BTR and was already incorporated into Form 8-K Certain rating agency information Termination or reduction of a business relationship w/ a customer

Temporary suspension of trading under employee benefit plan

This items was addressed by Regulation BTR and was already incorporated into Form 8-K

Certain rating agency information

Termination or reduction of a business relationship w/ a customer

Form 8-K - Other Changes Items added from 10-K/Q Sales of unregistered securities Material modification to rights of holders of securities Expansion of existing requirement Departure of a director Change in certain officers Changes in articles and by-laws

Items added from 10-K/Q

Sales of unregistered securities

Material modification to rights of holders of securities

Expansion of existing requirement

Departure of a director

Change in certain officers

Changes in articles and by-laws

SEC Hot Buttons IPR&D Charges in Pro Forma Income Statements Contingencies Segments Materiality

IPR&D Charges in Pro Forma Income Statements

Contingencies

Segments

Materiality

IPR&D Charges in Pro Forma Income Statement SEC staff’s views on treatment in pro forma financial statements of In-Process R&D purchased in a business combination: Pro forma F/S for period prior to acquisition should include pro forma adjustment to reflect IPR&D charge Pro forma F/S for period in which acquisition occurred should include historical IPR&D charge (i.e., no pro forma adjustment to remove historical IPR&D charge)

SEC staff’s views on treatment in pro forma financial statements of In-Process R&D purchased in a business combination:

Pro forma F/S for period prior to acquisition should include pro forma adjustment to reflect IPR&D charge

Pro forma F/S for period in which acquisition occurred should include historical IPR&D charge (i.e., no pro forma adjustment to remove historical IPR&D charge)

Contingencies Critical assessment of claims against company required Accrue for probable losses Disclose nature and possible range when maximum reasonably possible loss is material SEC is skeptical when first disclosure about a long-standing problem is made when a liability is recorded FAS 5 applies to tax cushion Expectation is that PCAOB inspections will focus on audit documentation

Critical assessment of claims against company required

Accrue for probable losses

Disclose nature and possible range when maximum reasonably possible loss is material

SEC is skeptical when first disclosure about a long-standing problem is made when a liability is recorded

FAS 5 applies to tax cushion

Expectation is that PCAOB inspections will focus on audit documentation

Segments High hurdle to aggregation (para. 17 of FAS 131) Questions to ask: Will providing more detailed information enhance user’s understanding of company’s financial results and prospects? Is aggregation consistent w/ objectives and principles of FAS 131? Recent addition to EITF agenda

High hurdle to aggregation (para. 17 of FAS 131)

Questions to ask:

Will providing more detailed information enhance user’s understanding of company’s financial results and prospects?

Is aggregation consistent w/ objectives and principles of FAS 131?

Recent addition to EITF agenda

Materiality Accounting issue: Methods used to evaluate materiality of an error (rollover method vs. iron curtain method)

Accounting issue:

Methods used to evaluate materiality of an error (rollover method vs. iron curtain method)

Materiality Rollover Method A.k.a “income statement” or “current-period” method Auditor compares misstatements that affect current year against only current year operations Iron Curtain Method A.k.a. “balance sheet” or “cumulative” method Auditor compares all misstatements, regardless of period to which misstatement relates, against current year results

Rollover Method

A.k.a “income statement” or “current-period” method

Auditor compares misstatements that affect current year against only current year operations

Iron Curtain Method

A.k.a. “balance sheet” or “cumulative” method

Auditor compares all misstatements, regardless of period to which misstatement relates, against current year results

Materiality Example of Rollover vs. Iron Curtain Method Inventory is overstated by $100 in year 20X2; no adjustment is made to correct error Inventory is overstated by $150 in year 20X3 Under rollover method, 20X3 overstatement would be $50 Under iron curtain method, 20X3 overstatement would be $150

Example of Rollover vs. Iron Curtain Method

Inventory is overstated by $100 in year 20X2; no adjustment is made to correct error

Inventory is overstated by $150 in year 20X3

Under rollover method, 20X3 overstatement would be $50

Under iron curtain method, 20X3 overstatement would be $150

BDO SEIDMAN, LLP’S JULY 2004 FINANCIAL REPORTING UPDATE FASB and EITF Updates ( Ben Neuhausen )

Recent FASB Staff Positions (FSPs) FSP FAS 106-2 , Accounting for Effects of Medicare Act of 2003 FSP FAS 129-1 , Disclosure Requirements under FAS 129 – related to contingently convertible securities FSP 97-1 , Life Insurance industry issue FSP 141-1 and 142-1 , Mining industry issue

FSP FAS 106-2 , Accounting for Effects of Medicare Act of 2003

FSP FAS 129-1 , Disclosure Requirements under FAS 129 – related to contingently convertible securities

FSP 97-1 , Life Insurance industry issue

FSP 141-1 and 142-1 , Mining industry issue

Status of Recent Exposure Drafts Share-Based Payments Issued March 2004, comment period ended June 30 June 2004 Roundtables Recording compensation expense based on fair value of options Auditability of assumptions for option pricing models Accounting for income taxes Effective date and transition Private company provisions

Share-Based Payments

Issued March 2004, comment period ended June 30

June 2004 Roundtables

Recording compensation expense based on fair value of options

Auditability of assumptions for option pricing models

Accounting for income taxes

Effective date and transition

Private company provisions

Status of Recent Exposure Drafts Conditional Asset Retirement Obligations To provide more consistent recognition of liabilities relating to AROs and enhance information on future cash outflows Big change in practice: fair value (FV) of legal obligation of a “conditional” asset retirement to be recognized when obligation incurred or as soon as FV can be estimated Legal obligation to remove and dispose of asbestos upon renovation or demolition Issued June 2004, comments due August 1

Conditional Asset Retirement Obligations

To provide more consistent recognition of liabilities relating to AROs and enhance information on future cash outflows

Big change in practice: fair value (FV) of legal obligation of a “conditional” asset retirement to be recognized when obligation incurred or as soon as FV can be estimated

Legal obligation to remove and dispose of asbestos upon renovation or demolition

Issued June 2004, comments due August 1

Status of Recent Exposure Drafts Fair Value Measurement General framework for measuring FV applied to financial and nonfinancial assets and liabilities Does not extend FV to any new categories of assets or liabilities Issued June 2004, comments due September 7

Fair Value Measurement

General framework for measuring FV applied to financial and nonfinancial assets and liabilities

Does not extend FV to any new categories of assets or liabilities

Issued June 2004, comments due September 7

EITF Update EITF ISSUES DISCUSSED AT JULY MEETING

EITF Issues Discussed at July meeting 02-14 , Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock If the Investor Has the Ability to Exercise Significant Influence Over the Operating and Financial Policies of the Investee (Consensus reached; further discussion planned) 03-9 , Evaluating the Criteria in Sub-Paragraph 11(d) of FASB Statement No. 142, “Goodwill and Other Intangible Assets,” Regarding Renewal or Extension When Determining the Useful Life of an Intangible Asset (Further discussion planned)

02-14 , Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock If the Investor Has the Ability to Exercise Significant Influence Over the Operating and Financial Policies of the Investee (Consensus reached; further discussion planned)

03-9 , Evaluating the Criteria in Sub-Paragraph 11(d) of FASB Statement No. 142, “Goodwill and Other Intangible Assets,” Regarding Renewal or Extension When Determining the Useful Life of an Intangible Asset (Further discussion planned)

Issues Discussed at July meeting 03-13 , Applying the Conditions in Paragraph 42 of FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, in Determining Whether to Report Discontinued Operations (Further discussion planned) 04-1 , Accounting for Pre-Existing Contracts between the Parties to a Purchase Business Combination (Further discussion planned)

03-13 , Applying the Conditions in Paragraph 42 of FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, in Determining Whether to Report Discontinued Operations (Further discussion planned)

04-1 , Accounting for Pre-Existing Contracts between the Parties to a Purchase Business Combination (Further discussion planned)

Issues Discussed at July meeting 04-5 , Investor's Accounting for an Investment in a Limited Partnership When the Investor Is the Sole General Partner and the Limited Partners Have Certain Rights (Further discussion planned) 04-6, Mining industry issue (Further discussion planned)

04-5 , Investor's Accounting for an Investment in a Limited Partnership When the Investor Is the Sole General Partner and the Limited Partners Have Certain Rights (Further discussion planned)

04-6, Mining industry issue (Further discussion planned)

Issues Discussed at July meeting 04-7, Determining Whether an Interest Is a Variable Interest in a Variable Interest Entity (Further discussion planned) 04-8 , Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share (Tentative consensus; further discussion planned)

04-7, Determining Whether an Interest Is a Variable Interest in a Variable Interest Entity (Further discussion planned)

04-8 , Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share (Tentative consensus; further discussion planned)