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MONDAY, MAY 17, 2010 |
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(8:00
- 9:50 am) |
[GS1-1] General Session: Virtualization of America
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 CPE: 2.00 credit hours - Practice Management (Group-Live)
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More and more of how we work, play, learn and even meet our mates is going into the virtual world - the Internet "cloud". And a new generation of employees and customers has grown up with social networks, virtual relationships and working wherever one can get an Internet connection. The trend will only accelerate over the next decade - so what are the challenges and opportunities ahead for business?
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Michael Rogers
Practical Futurist
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Michael Rogers
Columnist, MSNBC's The Practical Futurist
The world is changing all around us. But it's also changing right in front of us: on our television screens, online, with nearly every technological transaction we encounter in our daily lives. Keeping up with the Joneses has taken on a new medium, and Michael Rogers offers his insights on how to adapt. A captivating and entertaining speaker, Rogers provides a clear, common-sense vision of technologic change for both businesses and individuals. He combines a deep knowledge of technology with practical business experience, and has addressed audiences worldwide ranging from venture capitalists and corporate executives to educators, students and the general public.
Pioneering the technological frontier. One of the nation's leading experts on how business and society adapt to the future, Rogers is an interactive media pioneer, novelist and journalist. He is Futurist-in-Residence at The New York Times, as well an interactive media pioneer, novelist and journalist. He also writes the popular Practical Futurist column for MSNBC. His New York-based consultancy, Practical Futurist, works with both startups and major media companies. Rogers is also a best-selling novelist whose fiction explores the human impact of technology.
After a decade as a writer for Rolling Stone, Rogers co-founded Outside magazine. Then he took on the responsibility serving for another ten years as vice president of The Washington Post Company's new media division, where he ushered both the newspaper and its sister publication Newsweek into the new century, and served as editor and general manager of Newsweek.com. In 1993 he produced the world's first CD-ROM newsmagazine for Newsweek, described in the media as a prototype for interactive television, going on to develop interactive areas on Prodigy, America Online and then a series of Internet sites including the award-winning Parents' Guide to Children's Software, which also appeared in CD-ROM and book form. In 1999 he received a patent for the bimodal spine, which is a multimedia storytelling technique, and is listed in Who's Who in Science and Engineering.
A multicultural multimedia expert. Rogers' perspective ranges from rural life to the latest science parks. His travels to China inspired his research on that country's own technological accomplishments. He addresses both the enormous strengths that China brings to the global scene as well as the powerful internal contradictions that may still fundamentally alter that nation's future.
A frequent guest on radio and television, Rogers regularly speaks with grace and enthusiasm to audiences worldwide, ranging from venture capitalists and corporate executives to educators, students and the general public. In 1989 he was founding chairperson of the European Technology Roundtable, an annual CEO gathering, which he continues to moderate along with the newer Asian Technology Roundtable.
Over the course of his career Rogers has studied and written about all the key technologies driving this century; he has interviewed or worked with major business figures worldwide; and in his Practical Futurist consultancy he stays current on topics ranging from technology and demographics to management and education. With each appearance he brings not only his own experience and expertise, but his journalism and research skills to add up-to-the-minute information and insight on each topic, from managing change to the implications of the Internet and the human issues of living and working with technology.
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(10:10 am
- 12:00 pm) |
[AA1-2] Derivatives; Changes in Revenue Recognition Rules
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CPE: 2.00 credit hours - Accounting (Group-Live)
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Derivatives - Simplifying the Accounting for a Complex Area
Case studies of accounting for interest rate swaps and commodity and foreign currency hedges using examples of transactions from real businesses
Revenue Recognition - Current GAAP and Best Practices
A thorough look at the recent additions and changes from FASB, and a review of other revenue accounting resources and best practices that affect all of our clients
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Christopher Rouse, CPA
Principal
Windham Brannon, P.C., CPAs
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Chris Rouse is an audit partner and the Firm Audit and Accounting Quality Control Partner at Windham Brannon, P.C., an Atlanta Georgia CPA firm. He is a 1965 graduate of Florida State University, and has practiced since then with Big-8 and large local firms. He has served primarily audit clients in his career, including clients in the real estate sector and the financial services industry, manufacturing, distribution and service entities, not-for-profit entities and employee benefit plans. His service as Firm-wide A&A Partner includes helping his partners deal with new and difficult audit and accounting issues. He has served as team captain on many peer reviews of CPA firms, from top-100 firms to sole practitioners. He also provides litigation support, primarily in accountants' malpractice cases.
Chris recently finished service on the AICPA Technical Issues Committee (Auditing), and has served on the AICPA Peer Review Committee and the Technical Standards Committee (Ethics). Chris served for three years on the US Department of Labor ERISA Advisory Council, and chaired Working Groups of the Council. He is immediate-past Chair of the Georgia Society of CPAs Assurance Services Section, and serves as a Technical Reviewer for the GSCPA Peer Review Committee. He has chaired the GSCPA Audit Committee, the Peer Review Committee, and the Financial Institutions Committee, and served on several others. He has received several GSCPA recognitions, including the Distinguished Section Chair, Outstanding Volunteer and Exceptional Leadership awards.
Chris has taught numerous audit and accounting training courses, and is a GSCPA Outstanding Discussion Leader. He is a frequent speaker on audit and accounting matters at state and national seminars.
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(1:15
- 3:05 pm) |
[AA1-3] Valuation in the Transaction Context
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CPE: 2.00 credit hours - Specialized Knowledge & Application (Group-Live)
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(Joint session with BV)
Overview of Valuation Issues in Business Combinations - New FAS 141R (now ASC Topic 805)
• Impact of FAS 157 (now ASC Topic 820) on FAS 141R’s Fair Value Determination
• FAS 141R Background
• Key Changes from FAS 141
• Potential Balance Sheet and Income Statement Impacts
• Examples
Valuing Contingent Consideration in Business Combinations
• Why contingent consideration is important to closing a deal
• The rules for valuing contingent consideration
• Process for measuring the Fair Value of contingent consideration
• How to address consistency issues and modeling challenges
• Circumstances under which contingent assets and liabilities may need to be valued
• How to measure the value of contingent assets and liabilities, even when there is substantial future uncertainty
• Key issues in valuing contingent assets & liabilities
• Examples
Goodwill Impairment • FAS 142 (now ASC Topic 350)
• Impact of FAS 157 on FAS 142’s Fair Value Determination
• Discussion of other FAS 142 requirements
The Importance of Valuation in the Due Diligence Context
• Understanding normalized EBITDA and projections and their impact on valuation
• Examples
• The Tax Impact of Valuation (Deal Structure, Transaction Expenses and Contingent Consideration)
• 3 Short War Stories
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Raphael E. Newman
Managing Director
Duff & Phelps, LLC
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Raphael (Ray) Newman is a Managing Director in the New York office of Duff & Phelps, LLC and leads its Global Transaction Advisory Services Practice.
Professional Experience:
• Ray has close to twenty years of transaction experience and has advised both strategic and private equity acquirers as well as potential debtors on transactions with an aggregate value of over $90 billion.
• Prior to joining Duff & Phelps LLC, Ray was a Partner in Arthur Andersen LLP’s TAS practice. He was also Director of Worldwide Accounting and Finance for Home Box Office and a manager in Viacom’s Internal Audit Department where he worked on several well-known acquisitions, divestitures and fraud investigations such as Macmillan Publishing, Madison Square Garden, Viacom Cable and Simon & Schuster. Prior to joining Viacom, Ray spent five years at Deloitte & Touche where his clients included several Fortune 500 companies and several start-up companies where he was involved in initial public offerings on the NYSE and the NASDAQ.
Recent engagements include:
• Assisted on numerous registration statements in connection with initial equity listings or debt registrations and responses to regulator inquiries;
• Assisted on recapitalization and restructuring transactions;
• Lead numerous transactions for private equity investor groups and strategic buyers in a number of industries including transportation, logistics, manufacturing, distribution, biotech products, entertainment, healthcare, retail, technology, printing and publishing and consumer products;
• Advised a Fairfield Ct. based multinational conglomerate’s acquisition of the stock of a cable company valued at over $10 billion;
• Advised a European based entertainment company’s proposed acquisition of a $2.6 billion publisher of US textbooks and retail division;
• Advised an International Advertising Agency’s acquisition and proposed acquisition of certain competitors valued at $4.8 billion;
• Acted as an advisor in numerous purchase price disputes.
Education & Certifications:
• M.B.A. - Finance, Marketing and International Business, New York University’s Stern School of Business
• B.S. - Accounting, Yeshiva University’s Syms School of Business
• Certified Public Accountant - Licensed in the State of New York
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Lynne J. Weber, Phd
Managing Director
Duff & Phelps, LLC
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Lynne Weber is a Managing Director in the Silicon Valley office of Duff & Phelps, LLC. Lynne leads the Strategic Value Advisory practice for Duff & Phelps.
Professional Experience:
Dr. Weber has more than 25 years of experience consulting on business strategy and valuation issues. She brings deep skills related to strategy identification and analysis, financial projections, contingency valuation, econometric modeling, profitability maximization, risk assessment, statistics, forecasting, group facilitation and market research to her engagements.
Examples of engagement experience:
• Strategic Value Advisory. Has led hundreds of strategic value advisory engagements, often involving analysis of market entry, marketing, pricing, product development, product design, product line, distribution channel, bundling, partnering and/or business strategies, often via development of models to forecast customer response to, and/or revenues of, new and existing products, services, and technologies under “What if…” scenarios.
• Business and IP Valuation. Develops financial projections and/or expected cash flows for young or evolving companies, R&D investments, and patent portfolios, to support business enterprise valuations, buy-side and sell-side M&A transactions, restructuring initiatives, and valuations for tax purposes.
• Commercial Due Diligence. Assesses the achievability of projected results in light of research, benchmarking, competitive positioning, and trends. Quantifies the value of synergies, deal terms, and the impact of key uncertainties on future cash flows.
• Valuation of Contingent Assets & Liabilities. Values contingent assets & liabilities for financial reporting, tax and M&A purposes. Frequent speaker at ASA and BVR conferences regarding the valuation of contingent consideration and of contingent assets & liabilities such as guarantees, indemnifications, and pending litigation.
• Litigation Support. Provides expert reports and testimony in commercial litigation cases. Has provided support on product liability, anti-trust, contract, patent and shareholder disputes.
• Operations Value Advisory. Has helped clients with cost allocation to determine of profitability by product line, and optimal allocation of resources to improve manufacturing operations, telemarketing, collections strategy, service contract design, distribution channel effectiveness, service/support operations, and prospect targeting.
• Strategic Planning. Leads OpenFraming sessions to identify wide-ranging, creative strategic alternatives for client businesses. Has helped clients evaluate strategic options and improve their strategy evaluation processes.
• Market Research. Has led over 150 market research studies, conducted throughout the US, Europe and Asia.
Education & Certifications:
• Ph.D. - Operations Research, Stanford University
• M.S. - Statistics, Stanford University
• B.A. - Math, Cornell University
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John T. Walsh, CFA
Director
Duff & Phelps, LLC
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John Walsh is a Director in the New York office of Duff & Phelps, LLC and is a member of the Valuation Advisory Services Practice. Mr. Walsh has extensive experience in business and asset valuations for clients in the Industrial Products, Technology and Media industries.
Professional Experience:
• Experience includes assisting companies in determining values for financial reporting, tax and transaction support purposes.
• Mr. Walsh has extensive financial reporting valuation experience and has completed numerous engagements to assist corporate clients with the application of Accounting Standards Codification (“ASC”) Topics 805 (formerly SFAS 141R), ASC 350 (SFAS 142), ASC 360 (SFAS 144), and ASC 820 (SFAS 157).
• Mr. Walsh also has experience working with private equity clients and has performed valuations to determine capital adequacy analyses for dividend distributions, valuations of portfolio companies for mark-to-market purposes, tax reorganizations, purchase price allocations and goodwill impairment testing.
• Mr. Walsh has been a formal speaker and presenter to industry organizations and professional groups such as the American Society of Appraisers and Financial Executives International.
• Prior to joining Duff & Phelps, Mr. Walsh was a Director in the Corporate Finance division of Navigant Capital Advisors, LLC. Prior to Navigant, Mr. Walsh was a Manager with the Corporate Value Consulting Practice of Standard & Poor’s and its predecessor firm, PricewaterhouseCoopers.
Education & Certifications:
• M.B.A. - Finance, New York University
• B.A. - Economics, State University of New York
• CFA Charterholder
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Jerome Schwartzman
Managing Director
Duff & Phelps, LLC
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Jerome (Jerry) Schwartzman is a Managing Director in the New York office of Duff & Phelps, LLC and leads the Tax Due Diligence Practice.
Professional Experience:
• Jerry has almost twenty years of experience as a tax specialist and attorney, primarily in the areas of mergers & acquisitions, transaction consulting, and bankruptcy. Jerry is well versed in the tax issues presented by domestic and international transactions, including structuring acquisitions and divestitures, as well as corporate and financial restructurings. He has advised on both taxable and tax free transactions. He has represented private equity funds, public and private companies, and has provided tax consulting services to numerous investment banking firms.
• Prior to joining Duff & Phelps LLC, Jerry was a founding member of FTI Consulting's bankruptcy tax department. He had previously worked for the Mergers & Acquisition practices at PwC and Arthur Andersen. In addition, Jerry spent five years working for the National Office of the IRS in Washington, DC, where he focused on corporate taxation and tax controversies.
• Jerry regularly lectures on tax topics, including the annual EEI Bank & Thrift Tax Institute. Jerry is also on the EEI Board of Advisors. In addition, Jerry has co-authored numerous articles in the areas of tax structuring and tax aspects of bankruptcy, as well as a chapter on bankruptcy taxation for a bankruptcy treatise.
Education:
• LL.M. (Taxation) - NYU School of Law
• J.D. - Cardozo School of Law
• B.A. – The Hebrew University of Jerusalem
Expert Testimony and Reports:
• Michael Sery, et al. vs. Federal Business Centers, Inc., et al. (US District Court District of New Jersey, Case No. 06-cv-01026 (FSH-PS), Expert Report (with William P. McFadden and Roger J. Grabowski) and Expert Testimony
• Non-public Arbitration, Expert Report and Expert Testimony (representing private equity relating to sale of portfolio company to strategic buyer)
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(3:25
- 5:15 pm) |
[AA1-4] Valuation session continues
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CPE: 2.00 credit hours - Specialized Knowledge & Application (Group-Live)
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See [AA1-3] for description
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TUESDAY, MAY 18, 2010 |
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(8:00
- 9:50 am) |
[AA2-1] NEW! Accounting and Auditing Update
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CPE: 2.00 credit hours - Accounting (Group-Live)
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This session is a must to keep you on top of the changes you need to know to be effective. The course authors evaluate and emphasize only those standards that affect the small and medium sized entity and develop detailed practical guidance and illustrations. Synopses are provided for specialized issues.
Note: This is a four hour version of our full day program "Loscalzo's Annual FASB and AICPA Update."
Designed for:
All firms, all staff, all CPAs in privately-held companies - all accountants needing a good year-round update on recently issued standards
Objective:
Participants will be able to apply the provisions of recently issued accounting and auditing pronouncements
Major Subjects:
The program will focus on: Relevant Accounting Standards Updates to the FASB Codification since implemented... the revised compilation and review standards, including the new report language, engagement letter requirement and optional disclosure regarding lack of independence…redrafted audit standards including resulting from the clarity project
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John Fleming, CPA, MBA
Director of Accounting and Auditing
Loscalzo Associates Ltd.
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John M. Fleming, CPA, MBA, is the Director of Accounting and Auditing for LOSCALZO ASSOCIATES LTD, a wholly owned subsidiary of SmartPros LTD. John has been associated with LOSCALZO ASSOCIATES for twenty years and has conducted approximately 2,100 continuing professional education programs during that time. John is responsible for developing, technically reviewing and delivering accounting and auditing CPE programs for CPA societies, professional associations, accounting firms, and corporate accounting groups. John is also a frequent presenter on accounting and auditing topics in SmartPros monthly video series CPA Report. John is a graduate of LaSalle and Drexel Universities with degrees in accounting and finance.
John's practice experience includes audit, tax, consulting, office management, and human resource responsibilities with Deloitte LLP, Richard Eisner & Company LLP, and Ernst & Young LLP.
John, a Pennsylvania CPA, served as the 1999/2000 President of the 8,300 member Greater Philadelphia Chapter of the Pennsylvania Institute of Certified Public Accountants and currently serves as a member of the Institute's Accounting and Auditing Technical Committee as well as co-chair of the Philadelphia Chapter's International Financial Reporting Committee. In 2006, the PICPA recognized John as a Joseph E. Sterrett Fellow for his contributions to the accounting profession and in 2007, the Philadelphia Chapter recognized John with their Champion Award for his contributions to the PICPA, Chapter, profession and community. John has also served as the 2002/2003 President of the American Accounting Association's Mid-Atlantic Region.
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(10:10 am
- 12:00 pm) |
[AA2-2] NEW! A&A Update (session continues)
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CPE: 2.00 credit hours - Auditing (Group-Live)
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See [AA2-1] for description |
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(1:15
- 3:05 pm) |
[AA2-3] Financial Statement Fraud & Manipulation
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CPE: 2.00 credit hours - Auditing (Group-Live)
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What lessons can we learn from the most noteworthy alleged frauds and failed audits of the last ten to fifteen years? Hear straight from the horse's mouth!
We are fortunate to have two of our own AGN members who worked as the sole Accounting and Auditing Experts on such widely talked about cases as WorldCom, Tyco, Sunbeam and many more, to present their experiences to this AGN gathering. More specifically, Harris L. Devor and Kirsten L. Flanagan, of our member firm, Shechtman Marks Devor PC in Philadelphia, have worked on many of the largest alleged frauds and audit failures of our time. Harris and Kirsten will discuss some of the core, underlying reasons these frauds took place and what conduct of the auditors contributed to the related audit failures.
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Harris Devor, CPA
Shareholder
Shechtman Marks Devor, P.C.
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As Shareholder-in-Charge of Litigation Support and SEC Consulting Services, Harris Devor is a recognized expert in accounting and auditing issues including SEC requirements for publicly-held companies, as well as insolvency issues. Harris is frequently retained by legal counsel to provide litigation support services in connection with securities violation actions, and this work has involved some of the largest companies in the world and their accounting firms. Harris has been retained by the Department of Justice as the lead accounting expert in the criminal fraud case against the senior management of Rite Aid, by various Attorneys General as the lead accounting and damages expert in cases brought by states throughout the country against the largest pharmaceutical companies in the world accused of misreporting pricing information to state Medicaid programs, testified as the sole accounting and auditing expert in the WorldCom/Arthur Andersen Federal securities trial, was retained as the sole accounting and auditing expert in similarly well-known matters, such as the Tyco/PWC matter, AOL-Time Warner/ E&Y matter, the Sunbeam/AA matter and numerous others.
Harris' services include participation in drafting or responding to complaint allegations involving accounting and auditing issues; review of documents and analyses; consulting with counsel regarding accounting and auditing issues and financial statement impact; helping counsel prepare for depositions; drafting expert reports; assisting in computation of damages; and providing expert testimony.
His audit client experience is diverse, covering industries such as wholesale, retail, health care, government, professional services, manufacturing and leasing. A graduate of Temple University, Harris has instructed and lectured on topics ranging from securities violations to statistical sampling to closely-held businesses and not-for-profits. Harris has been a shareholder of SMD since 1990.
Affiliations
American Institute of Certified Public Accountants
Pennsylvania Institute of Certified Public Accountants
• Ethics Committee
• Executive Committee, Greater Philadelphia Chapter
• Members’ Consultation Committee
• Cooperation with the Bar Committee
• Insolvency and Reorganization Committee
• Forensic and Litigation Services Committee
Temple University accounting activities
President, Gershman YM/YWHA
Board of Directors, Jewish Community Centers of Greater Philadelphia
Board of Directors, Auerbach Central Agency for Jewish Education
Temple Beth Zion-Beth Israel, Treasurer, Executive Committee
Germantown Cricket Club
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Kirsten L. Flanagan, CPA
Shareholder
Shechtman Marks Devor, P.C.
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A shareholder in the firm's Litigation Support and Forensic Accounting group, Kirsten provides assistance in securities violation actions involving complex accounting and auditing issues and in other financial statement fraud matters. Her specialties include assisting counsel in drafting and responding to complaint allegations, accounting and auditing research, document review and analysis, assisting counsel for depositions, drafting expert reports, and computation of damages.
Kirsten has assisted in many high-profile fraud cases, including In re Sunbeam Securities Litigation, In re Rite Aid Litigation and In re WorldCom, Inc. Litigation, one of the most notable fraud cases ever to go to trial.
Prior to joining SMD in 2000, Kirsten was a manager at a public accounting firm where she performed various audit services for public companies, including SEC reporting. Kirsten also worked for a large national bank where she specialized in internal audit services, including opining on the adequacy of internal controls.
She received her B.S. in Accounting from Indiana University of Pennsylvania in 1994.
Affiliations
• American Institute of Certified Public Accountants
• Pennsylvania Institute of Certified Public Accountants
• Association of Certified Fraud Examiners
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(3:25
- 5:15 pm) |
[AA2-4] IFRS Reporting Standards - A Practical Outlook
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CPE: 2.00 credit hours - Auditing (Group-Live)
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IFRS - Background & History
IASB
• Structure
• Composition
• Funding
IFRS
• Standard Setting Process
• Key Events
• Application of IFRS Worldwide
Role of US Standard Setters
FASB/IFRS Convergence
• Memorandum of understanding
• Milestones
• Status
• Next steps
US GAAP & IFRS Differences in Practice Compared
Over 200 potential differences arise
Explore following specific differences:
General approach
• IFRS 1 - First Time Adoption
• IAS1 - Presentation of Financial Statements
• IAS8 - Accounting Policies, Changes in Accounts, Estimates and errors
• IAS16 - Property Plant & Equipment
• IAS18 - Revenue
• IAS19 - Employee Benefits
• IAS27 - Consolidated & Separate Financial Statements
• IAS36 - Impairment of Assets
• IAS38 - Intangible Assets
IFRS for SME's Application in Practice
History
Scope
Explains how Simplified from full IFRS
• Disclosures
• Recognition & measurement
• Simpler options
1st Time exemptions on adoption of standard
Training modules
IFRS Conversion in Practice
Role of CPA's:
• Educate/advise client
• Do 1st Conversion
• Train Firm partners & staff / IFRS Diploma
• Advise on future reporting
Lessons Learned:
• Financial Statements content & disclosure & layout
• Financial Instruments
• Pensions
• Cost & time commitment
• Company complexity determines work load
Best Practice:
• Listed Company Ethical Issues
• Project Planning
• Parallel Running/Check List/Reporting Package
• Education
• Reconcile IFRS to Local GAAP
• Keep Informed of Pending Changes
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Liam McQuaid
Contact Partner
DUIGNAN CARTHY O´NEILL
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AGN International member, Liam McQuaid, Managing Partner, joined the firm in 1980 after working with KPMG in Dublin. He has 35 years experience of audit, accounting and business consulting, specializing in auditing and insolvency. His specialty industries include security, leisure, printing, wholesale grocery trade, pension funds and charities.
In addition to audit and accounting advice Liam specializes in insolvency matters, including court liquidations. Liam is a member of the Accounting Standards Board (ASB) CASE Committee and the Accounting Committee of the Institute of Chartered Accountants in Ireland. He is Chairman of AGN Europe and Director of AGN International, the International Association to which the firm is associated.
Qualifications and Professional Memberships
Fellow of the Institute of Chartered Accountants in Ireland
Bachelor of Commerce, University College Dublin
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