Pocket MBA Fall 2012

Day One:  9:00 a.m. - 5:00 p.m.

Morning Session:  9:00 a.m. - 12:15 p.m.

9:00  Opening Remarks and Introduction

Travis L. Garms, Christopher J. Lallo

9:15  Overview of Relevant Accounting Frameworks and Sources of Information

• Accounting standards - U.S. Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), convergence and more
• SEC-registered and public company vs. private company accounting and reporting
• Other sources and uses of “financial” information
• Accounting vs. auditing – auditors’ responsibilities and levels of assurance

Herb Listen

10:15  Networking Break

10:30  A Look at Financial Statements

• Overview of the accounting process, roles and responsibilities, including an overview of internal financial reporting and accounting
• Overview and use of basic financial statements
• Select core accounting concepts, including:
  - Cash vs. accrual accounting
  - Fair value and mark-to-market
  - Capital vs. operating
• Overview of the audit process, types of reports, roles and responsibilities of auditors and management
• Common-size statements, ratio analysis and trending analysis, including frequently used financial terms

• Introduction and overview of capital structure (including definitions and key drivers)
• Common corporate transactions
• Financing options - debt, equity, hybrids, and derivatives
• Sources of funding
• Select analytics (including weighted average cost of capital (WACC), leverage ratios, and financial flexibility, including the importance of maturities and liquidity)

• Introduction to:
  - Discounted cash flow (DCF)
  - Net present value (NPV)
  - Internal rate of return (IRR)
  - Discount rate
• Economic modeling
• Supply and demand
• Market structure/definition
• Relationships between incentives, risk and interest rates

• A detailed look at negotiation
• How to divide-and-conquer when working with an investment bank
• Common stumbling blocks to closing transactions
• Examination of “fringe” deal issues that often create transaction friction
• Non-disclosure agreements from the banker’s perspective
• Letters of intent
• Mechanics of closing
• Working capital adjustments
• Closing integration

Day Two:  9:00 a.m. - 5:00 p.m.

Morning Session:  9:00 a.m. - 12:00 p.m.

9:00  Solvency, Restructuring and Bankruptcy

• Market overview
• “Going concern” analysis indicators, including:
  - Earnings
  - Liquidity
  - Financing
  • Restructuring options and process:
  - Operational restructuring
  - Financial restructuring
  - Exit the business
• The importance of liquidity
• Cash flow forecasting
• Looking forward

• Introduction to valuation methodologies, including cost, income and market approaches
• M&A activities, business dissolution, and ownership settlement issues
• Financial reporting, including purchase price allocations, impairment testing, mark-to-market accounting and fair value accounting
• Tax implications, including:
  - Planning and structuring
  - Covenants-not-to-compete
  - Family wealth and estate planning
  - Transfer pricing
  - Fixed assets, collateral, insurance
• Application and types of analyses, including litigation models, damage calculations, lost profits, intellectual
  property, royalty rates and pricing
• Insights on how to interpret and analyze valuation reports

• Introduction to key performance management metrics and concepts, including:
  - Gross margin (GM) and contribution margin
  - Cost of goods sold (COGS) categories and concepts
  - EBIT/EBITDA
  - Profitability and operational ratio analysis
  - Budgets, forecasts and pro forma analysis
• Overview of common expense structures, including fixed and variable items
• Inventory costing options and impact on profitability and comparability

• The role of the general counsel’s office in business transactions
• Managing relationships with business offices
• Identifying and mitigating risk
• Implementing and ensuring adherence to corporate governance, risk and compliance policies
• Ensuring compliance with regulatory requirements:  SEC, federal, state and international
• Advising senior management and boards of directors

• Ethical challenges associated with performance management
• Fraud definition, schemes, and recent trends/developments
• How fraud schemes impact financial statements
• Internal controls, fraud awareness/prevention and governance
• Current regulatory and market factors, including anti-corruption efforts/Foreign Corrupt Practices Act
  (FCPA) and antitrust
• Investigations overview