The document discusses a panel at a workshop on April 7, 2011 in Orange County featuring experts Jim Pitrat, John Ahn, James Mercer III, and Gale Moore. The panelists discuss key risks facing CFOs such as increased regulation, access to credit, managing growth in a lean environment, attracting and managing talent, and keeping up with accounting standards. John Ahn provides an overview of the middle market, noting that while credit markets have improved, reasonably priced capital only exists for properly positioned companies.

1. APRIL 7, 2011- ORANGE COUNTY
© 2010 SingerLewak. All rights reserved.

2. AGENDA
APRIL 7, 2011- ORANGE COUNTY
Opening Remarks
The CFO Essentials SingerLewak’s POV
TM
Today’s Workshop Format
Introducing our Distinguished Panelists:
Jim Pitrat, CPA - SingerLewak LLP
John Ahn – B. Riley
James A. Mercer III, Esq. – Sheppard Mullin
Gale Moore, CPA – SingerLewak LLP

3. OUR PANEL
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.

4. 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.

5. OUR PANEL

6. RISKS
JIM PITRAT, SINGERLEWAK

7. RISKS
JIM PITRAT, SINGERLEWAK

8. 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

9. 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

10. 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

11. 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

12. 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 EXAMPLE STRATEGIC IMPERATIVE “AT RISK” AND RISK DESCRIPTIONS
CLASS
#1 Maintaining Compliance Compliance • Being out of compliance with new SEC rules
with Increased Regulation • 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 Financial • Risk of being unable to Finance Growth under strategic imperatives
Financing • 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 • Engineering issues and quality problems
Operating in a “Lean” • Over-hiring in a risky environment
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

13. 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 Operating • Unable to meet strategic needs, take advantage of the marketplace or or
Talent 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 Compliance • Complexity causing financial reporting miscues
Standards and Adapting to and financial • Out of compliance with financial reporting requirements
IFRS Convergence

14. CASH FLOW
JOHN AHN, B. RILEY

15. CASH FLOW
JOHN AHN, B. RILEY
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

16. 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)

17. 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

18. CASH FLOW
JOHN AHN, B. RILEY
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

19. CASH FLOW
JOHN AHN, B. RILEY
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

20. CASH FLOW
JOHN AHN, B. RILEY
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

21. CASH FLOW
JOHN AHN, B. RILEY
IPO STATISTICAL DATA
ANNUAL U.S. IPO BREAKDOWN
240 $60.0
200 $50.0
Total Proceeds ($Billions)
160 $40.0
Number of deals
120 $30.0
80 $20.0
40 $10.0
0 $0.0
2004 2005 2006 2007 2008 2009 2010
Number of Deals Total Proceeds (Billions)
United States Historical IPO Return Statistics
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

22. CASH FLOW
JOHN AHN, B. RILEY
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

23. CASH FLOW
JOHN AHN, B. RILEY
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

24. CASH FLOW
JOHN AHN, B. RILEY
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

25. CASH FLOW
JOHN AHN, B. RILEY
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

26. CASH FLOW
JOHN AHN, B. RILEY
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

27. CASH FLOW
JOHN AHN, B. RILEY
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

28. CASH FLOW
JOHN AHN, B. RILEY
REGISTERED DIRECT –
CAPITAL RAISE COMPARISON
IMMEDIATE USE OF LOW
LOW HIGHER EXTENDED
TYPE OF ROAD LIQUIDITY CONFIDENTIAL EXISTING DISCOUNT
REGISTERED TRANSACTION DILUTIVE PROCEEDS
OFFERING SHOW FOR MARKETING PUBLIC TO TRADING
COSTS EFFECT PERIOD
INVESTOR DOCS PRICE
TRADITIONAL
UNDERWRITT X X X POSSIBLY X
EN OFFERING
ATM X
X X X X X
OFFERINGS (S-3 ELIGIBLE)
NOT 2
PIPEs 1 X X X POSSIBLY X
INITIALLY
X 3
RDOs X X X X X X
(S-3 ELIGIBLE)
RIGHTS
X X X X
OFFERING
EQUITY LINE 4
X X X X X X
FACILITIES
(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

29. CASH FLOW
JOHN AHN, B. RILEY
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

30. 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

31. 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

32. CASH FLOW
JOHN AHN, B. RILEY
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

33. CASH FLOW
JOHN AHN, B. RILEY
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

34. CASH FLOW
JOHN AHN, B. RILEY
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)

35. M&A
JAMIE MERCER, SHEPPARD MULLIN

36. M&A
JAMIE MERCER, SHEPPARD MULLIN
TRENDS IN MERGERS AND
ACQUISITIONS

37. M&A
JAMIE MERCER, SHEPPARD MULLIN
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

38. M&A
JAMIE MERCER, SHEPPARD MULLIN
NO UNDISCLOSED LIABILITIES
Includes
Rep
99%
(94% of deals in 2008)
(Subset: includes rep)
“GAAP Liabilities”
(Target Favorable)
35%
(43% of deals in 2008)
“All Liabilities”
(Buyer Favorable 65%)
(57% of deals in 2008)

39. M&A
JAMIE MERCER, SHEPPARD MULLIN
10B-5 FULL DISCLOSURE
No Rep
95%
(98% of deals in 2008)
“No Knowledge”
(Subset: includes rep) Qualifier
Includes 75%
Rep (100% in deals in 2008)
5%
(2% of deals in 2008)
Includes
“Knowledge
Qualifier”
25%

40. M&A
JAMIE MERCER, SHEPPARD MULLIN
AVAILABILITY OF FINANCING
No Condition
67%
(88% of deals in 2008)
Includes Condition
33%
(12% of deals in 2008)

41. M&A
JAMIE MERCER, SHEPPARD MULLIN
MATERIAL ADVERSE EFFECT (MAE)
Includes “Walk Right”
100%*
(97% of deals in 2008)

42. M&A
JAMIE MERCER, SHEPPARD MULLIN
MAE CARVEOUT - PROJECTIONS
Includes Carveout
93%
(75% of deals in 2008)
No Carveout
7%
(25% of deals in 2008)

43. M&A
JAMIE MERCER, SHEPPARD MULLIN
MAE CARVEOUT – CHANGE IN LAW
Includes Carveout
91%
(86% of deals in 2008)
No Carveout
9%
(14% of deals in 2008)

44. M&A
JAMIE MERCER, SHEPPARD MULLIN
MAE CARVEOUT - ACCOUNTING
Includes Carveout
92%
(83% of deals in 2008)
No Carveout
8%
(17% of deals in 2008)

45. M&A
JAMIE MERCER, SHEPPARD MULLIN
CHOICE OF LAW
Target incorporated in Target not incorporated in Delaware
Delaware Delaware
71%
(36% of deals in 2008)
Other
Delaware 5% State of Incorporation
100% (25% of deals 24%
(95% of deals in 2008) in 2008) (39% of deals in 2008)

46. M&A
JAMIE MERCER, SHEPPARD MULLIN
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

47. REGULATORY REPORTING
JAMIE MERCER, SHEPPARD MULLIN

48. REGULATORY REPORTING
JAMIE MERCER, SHEPPARD MULLIN
SEC REGULATORY
DEVELOPMENTS FOR 2011

49. REGULATORY REPORTING
JAMIE MERCER, SHEPPARD MULLIN
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

50. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK

51. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
FINANCIAL ACCOUNTING AND
REPORTING UPDATE
EFFECTIVE IN 2011
STILL HOT IN 2011
PROMISED IN 2011

52. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
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

53. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
EFFECTIVE IN 2011
PUBLIC COMPANY BUSINESS COMBINATIONS
 Supplementary Pro Forma Information

54. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
EFFECTIVE IN 2011
FAIR VALUE MEASUREMENTS
 Clarification on level 3 disclosures

55. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
EFFECTIVE IN 2011
CERTAIN REVENUE ARRANGEMENTS THAT INCLUDE
SOFTWARE ELEMENTS
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS

56. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
STILL HOT IN 2011
REVENUE RECOGNITION
 Multiple element arrangements (VSOE, TPE, ESP)
 Disclosure related to judgments
 Compliance with ASU 2009-13

57. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
STILL HOT IN 2011
GOODWILL IMPAIRMENT
 Disclosures (key assumptions)
 Skepticism directed at impairment analysis
 MD & A Discussion

58. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
STILL HOT IN 2011
FAIR VALUE MEASUREMENTS
 Method and assumptions questioned
 Disclosures

59. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
STILL HOT IN 2011
CONTINGENCY DISCLOSURES
 Discussion not robust (reasonably possible range)
 Same disclosure for multiple years
 Settlement in same period of initial disclosure

60. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
STILL HOT IN 2011
BUSINESS COMBINATIONS
 Contingencies
 Minority interest
 Acquired business audited financial statements
 Pro-forma Disclosures

61. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
PROMISED IN 2011
JOINT PROJECTS
 Financial instruments
 Balance sheet offsetting
 Revenue Recognition

62. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
PROMISED IN 2011
 Leases
 Fair Value Measurement
 Statement of Comprehensive Income

63. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
PROMISED IN 2011
 IASB – Insurance contracts
 FASB Consolidation
 IASB Consolidation

64. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
PROMISED IN 2011
 Consolidation – Investment companies
 Investment Properties
 IASB – Postemployment benefits

65. FINANCIAL AUDIT
GALE MOORE, SINGERLEWAK
PROMISED IN 2011
 Discontinued operations
 ***Loss Contingencies

66. CONTACT US
www.SingerLewak.com www.brileyco.com
www.SheppardMullin.com
877.754.4557 310.966.1444
858.720.7469
JAMIE MERCER JIM PITRAT JOHN AHN
GALE MOORE