PP 1

Accounting Principles
and Concepts
Sharon Z. Weiss, Esq.
Professor David East, Esq.
Andrea Hartley, Esq.
Doneene Damon, Esq.
Chuck Carroll, CPA
Presented to: American Bar Association
April 10, 2008
2
Objectives
To provide a basic understanding of...
Key accounting concepts
Financial statements (what are they?)
Financial statement analysis techniques
Regulatory governance
Auditor reports
Ratio analysis
Putting financial statements to use
Hot Topics (e.g., Sarbanes-Oxley)
3
Key Accounting Concepts
4
Accounting is the identification, measurement,
and communication of financial information about
economic entities to interested parties.
Source: Kieso, Donald E. and Jerry J. Weigandt, Intermediate Accounting.
Eighth Edition. 1995 NewYork: John Wiley & Sons
Accounting
What is Accounting?
5
Accounting
Key Concepts
Conservatism
Historical Cost Basis
Consistency
Substance Over Form
Going Concern
Materiality
Periodic Reporting
Accrual Basis
6
Accounting
Elements to Accounting Systems
ASSETS
Resources with monetary value
LIAIBILITIES
Creditors claims on assets
OWNERS EQUITY
Owners and/or stockholders claims against assets
REVENUES
Income from sales and other sources
EXPENSES
Costs to company
7
Financial Statements
8
Definition
The term financial statement refers to a
presentation of financial data, including
accompanying notes, derived from accounting
records and intended to communicate an entitys
economic resources or obligations at a point in
time or the changes therein for a period of time in
conformity with a comprehensive basis of
accounting.
Source: AICPA Codification of Statements on Auditing Standards, AU 623
9
Primary SEC Filings for Public Companies
Form 10-K
Contains annual financial
statements
Must be audited
Other company disclosures and
information
Form 10-Q
Contains quarterly financial
statements
Must be reviewed, not to form an
opinion, but to look for anomalies in
the data
Other company disclosures and
information
10
Overview of Financial Statements
Financial Accounting Standards Board (FASB) states that a full set
of financial statements should include:
BALANCE SHEET
Financial position at the end of the period
STATEMENT OF INCOME
Income for the period
STATEMENT OF CASH FLOWS
Cash flows for the period
STATEMENT OF CHANGES IN EQUITY
Investments by and distributions to owners during the period
FOOTNOTES
Adequate disclosures to understand the financial statements
11
Overview of Financial Statements
Beginning
Balance Sheet
January 1
Ending
Balance Sheet
December 31
Income Statement
for the Twelve Month Period
Statement of Cash Flows
for the Twelve Month Period
12
Balance Sheet
Balance Sheet ($ amts in thousands) 12/31/2000
Assets
Current assets:
Cash $3,411
Marketable securities $2,333
Accounts Receivable, net $4,464
Inventories $2,842
Deferred taxes on income $1,151
Deposits and prepaid expenses $1,249
Total current assets $15,450
Marketable securities $269
Property, plant, and equipment $6,971
Intangible assets $7,256
Deferred taxes on income $54
Other assets, net $1,321
Total assets $31,321
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $2,083
Accrued liabilities $2,776
Loans and notes payable $1,479
Accrued salaries, wages and commissions $488
Taxes on income $314
Total current liabilities $7,140
Long-term debt $2,037
Deferred tax liability $255
Employee related obligations $1,753
Other liabilities $1,328
Total liabilities $12,513
Stockholders' equity:
Common stock and paid-in capital $1,535
Note receivable from stock ownership plan ($35)
Accumulated other comprehensive income ($470)
Retained earnings $18,812
Less: common stock held in treasury ($1,034)
Total stockholders' equity $18,808
Total liabilities and stockholders' equity $31,321
Balance Sheet Objective:
To provide reliable information about
a companys economic resources and
obligations
A snapshot of financial position at a
point in time
Sometimes called the Statement of
Financial Position
Balance Sheet Equation:
Assets = Liabilities + Owners Assets = Liabilities + Owners Equity Equity
*See handout *See handout Balance Sheet Components Balance Sheet Components for further details. for further details.
13
Sales
-Cost of Sales
=Gross Profit
-Operating
Expenses
=Operating Profit
-Financing
Expenses
-Tax Expense
=Net Profit or
(Loss)
S
a
l
e
s
Gross profit
O,F, & T
expenses
Cost
of
sales
Net profit
Gross profit
Operating
expenses
Cost
of
sales
O, F, & T
expenses
Net loss
S
a
l
e
s
Income Statement
14
Income Statement
Income Statement ($ amts in thousands) 12/31/00
Sales Revenue $29,139
Operating expenses:
Cost of goods sold ($8,861)
Gross Profit $20,278
Sales, marketing, and administrative expenses $10,875
Research expense $2,926
In-process research & development $54
Interest income ($379)
Interest expense $146
Other expense, net $67
Restructuring charge ($33)
$13,656
Earnings before provision for taxes on income $6,622
Provision for taxes on income $1,822
Net earnings (income) $4,800
Earnings per share:
Basic $3.45
Diluted $3.40
Income Statement Objective:
To provide information about changes
in net resources that result from
business activities
Reveals financial performance during
a specific period of time
For public companies, earnings per
share will also be reported here
Income Statement Equation:
Revenues Revenues Expenses = Net Income Expenses = Net Income
*See handout Income Statement Components for further details.
15
Income Statement
$-
$0.50
$1.00
$1.50
$2.00
$2.50
1st
Qtr
2nd
Qtr
3rd
Qtr
4th
Qtr
1st
Qtr
EPS
Earnings per Share (EPS)
Calculated by dividing Net
Income (Earnings) by shares of
common stock outstanding
Small fluctuations in EPS may
have a large impact on stock
price
16
A Year in the Life of a Financial Statement
How Transactions Affect the Balance Sheet and Income Statement
Balance Sheet
Income Statement
TOTAL ASSETS
Property, Plant & Equipment
Accounts Receivable
Inventory
Cash
ASSETS
TOTAL LIABILITIES
Long-term Debt
Short-term Loans
Accounts Payable
LIABILITIES
TOTAL STOCKHOLDER EQUITY
Retained Earnings
Paid-in Capital
STOCKHOLDER EQUITY
PROFIT/(LOSS)
SG&A Expense
Cost of Goods Sold
Revenue
INCOME STATEMENT as of JAN 1
TOTAL LIABILITIES +
STOCKHOLDER EQUITY
How Do Balance Sheet and Income Statement
Reflect These Business Activities:
1. Start a New Business, deposit cash into
bank account
2. Spend money to acquire property,
equipment, inventory
3. Operate the business (fixed expenses);
Sell products for cash
How Do Balance Sheet and Income Statement
Reflect These Business Activities:
1. Start a New Business, deposit cash into
bank account
2. Spend money to acquire property,
equipment, inventory
3. Operate the business (fixed expenses);
Sell products for cash
17
Balance Sheet
Income Statement
TOTAL ASSETS
Accounts Receivable
Inventory
Cash
ASSETS
TOTAL LIABILITIES
Long-term Debt
Short-term Loans
Accounts Payable
LIABILITIES
Retained Earnings
Paid-in Capital
STOCKHOLDER EQUITY
PROFIT/(LOSS)
SG&A Expense
Cost of Goods Sold
Revenue
TOTAL LIABILITIES +
STOCKHOLDER EQUITY
$1,000
$1,000
Step 1 (Jan 1
st
): Startup
Client Starts a New Business (NewCo)
Deposits $1,000 cash into NewCo bank account
Step 1 (Jan 1
st
): Startup
Client Starts a New Business (NewCo)
Deposits $1,000 cash into NewCo bank account $1,000
$1,000
$1,000
$1,000
18
UPDATE INCOME
STATEMENT
UPDATE INCOME
STATEMENT
Balance Sheet
Income Statement
TOTAL ASSETS
Accounts Receivable
Inventory
Cash
ASSETS
TOTAL LIABILITIES
Long-term Debt
Short-term Loans
Accounts Payable
LIABILITIES
Retained Earnings
Paid-in Capital
STOCKHOLDER EQUITY
PROFIT/(LOSS)
SG&A Expense
Cost of Goods Sold
Revenue
TOTAL LIABILITIES +
STOCKHOLDER EQUITY
$1,000
$1,000
$1,000
UPDATE TOTALS
UPDATE TOTALS
$0
$1,000
$1,000
$0
$0
$0
$0
THESE TOTALS
SHOULD MATCH
19
Balance Sheet
Income Statement
TOTAL ASSETS
Accounts Receivable
Inventory
Cash
ASSETS
TOTAL LIABILITIES
Long-term Debt
Short-term Loans
Accounts Payable
LIABILITIES
Retained Earnings
Paid-in Capital
STOCKHOLDER EQUITY
PROFIT/(LOSS)
SG&A Expense
Cost of Goods Sold
Revenue
INCOME STATEMENT
TOTAL LIABILITIES +
STOCKHOLDER EQUITY
$1,000
$1,000
$1,000
$0
$1,000
$1,000
$0
$0
$0
$0
$5,000
$4,000
Step 2: Setting Up Shop
NewCo borrows $5,000 in long-term debt
Spends $4,000 on property, plant, and equipment
Spends $1,000 to purchase inventory
Step 2: Setting Up Shop
NewCo borrows $5,000 in long-term debt
Spends $4,000 on property, plant, and equipment
Spends $1,000 to purchase inventory
$4,000
$4,000
$5,000
$5,000
$1,000
$1,000
$1,000
20
Balance Sheet
Income Statement
TOTAL ASSETS
Accounts Receivable
Inventory
Cash
ASSETS
TOTAL LIABILITIES
Long-term Debt
Short-term Loans
Accounts Payable
LIABILITIES
Retained Earnings
Paid-in Capital
STOCKHOLDER EQUITY
PROFIT/(LOSS)
SG&A Expense
Cost of Goods Sold
Revenue
INCOME STATEMENT
TOTAL LIABILITIES +
STOCKHOLDER EQUITY
$1,000
$1,000
$1,000
$0
$1,000
$1,000
$0
$0
$0
$0
$5,000
$4,000
$1,000
UPDATE TOTALS
UPDATE TOTALS
THESE TOTALS
SHOULD MATCH
$6,000
$5,000
$6,000
UPDATE INCOME
STATEMENT
(no change)
UPDATE INCOME
STATEMENT
(no change)
21
Balance Sheet
Income Statement
TOTAL ASSETS
Accounts Receivable
Inventory
Cash
ASSETS
TOTAL LIABILITIES
Long-term Debt
Short-term Loans
Accounts Payable
LIABILITIES
Retained Earnings
Paid-in Capital
STOCKHOLDER EQUITY
PROFIT/(LOSS)
SG&A Expense
Cost of Goods Sold
Revenue
INCOME STATEMENT
TOTAL LIABILITIES +
STOCKHOLDER EQUITY
$1,000
$1,000
$1,000
$500
$200
$200
$100
$5,000
$4,000
$1,000
$5,000
$6,000
$6,000
Step 3: Doing Business
NewCo sells products totaling $500
Uses $200 in inventory (for goods sold)
Spends $200 on operating expenses
Step 3: Doing Business
NewCo sells products totaling $500
Uses $200 in inventory (for goods sold)
Spends $200 on operating expenses
$200
$200
$500
$500
$200
$200
UPDATE TOTAL
UPDATE TOTAL
22
Balance Sheet
Income Statement
TOTAL ASSETS
Accounts Receivable
Inventory
Cash
ASSETS
TOTAL LIABILITIES
Long-term Debt
Short-term Loans
Accounts Payable
LIABILITIES
Retained Earnings
Paid-in Capital
STOCKHOLDER EQUITY
PROFIT/(LOSS)
SG&A Expense
Cost of Goods Sold
Revenue
INCOME STATEMENT
TOTAL LIABILITIES +
STOCKHOLDER EQUITY
$1,000
$1,000
$1,000
$500
$200
$200
$100
$5,000
$4,000
$1,000
$5,000
$6,000
$6,000
UPDATE BALANCE SHEET
CASH CHANGE: Revenue Operating Expense = Change
($500 $200) = $300 Increase
INVENTORY CHANGE: $200 Decrease
RETAINED EARNINGS: $100 Profit
UPDATE BALANCE SHEET
CASH CHANGE: Revenue Operating Expense = Change
($500 $200) = $300 Increase
INVENTORY CHANGE: $200 Decrease
RETAINED EARNINGS: $100 Profit
$300
$300
$200
$200
$100
$100
$1,300
$800
$100
23
Balance Sheet
Income Statement
TOTAL ASSETS
Accounts Receivable
Inventory
Cash
ASSETS
TOTAL LIABILITIES
Long-term Debt
Short-term Loans
Accounts Payable
LIABILITIES
Retained Earnings
Paid-in Capital
STOCKHOLDER EQUITY
PROFIT/(LOSS)
SG&A Expense
Cost of Goods Sold
Revenue
INCOME STATEMENT as of Dec. 31
TOTAL LIABILITIES +
STOCKHOLDER EQUITY
$1,000
$1,000
$500
$200
$200
$100
$5,000
$4,000
$5,000
$6,000
$6,000
$1,300
$800
$100
UPDATE TOTALS
UPDATE TOTALS
THESE TOTALS
SHOULD MATCH
$6,100
$1,100
$6,100
24
BEGINNING CASH
ENDING CASH
25
Statement of Cash Fl ows ($ amts in thousands) 12/31/00
Operati ons
Net earnings $ 4,800
Depreciation and amortization 1,515
In-process research and development 54
Increase in deferred taxes (167)
Accounts receivable reserves 33
Increase in accounts receivable (451)
Decrease (increase) in inventories 125
Accounts payable and accrued liabilities 57
Decrease in other current and non-current assets 143
Increase in other current and non-current liabilities 454
Net cash from operati ons 6,563
Investi ng
Additions to property, plant, and equipment (1,646)
Proceeds from the disposal of assets 161
Acquisition of businesses, net of cash acquired (68)
Purchases of investments (5,383)
Sales of investments 4,670
Other (102)
Net cash used for i nvesti ng (2,368)
Fi nanci ng
Dividends to shareholders (1,724)
Repurchase of common stock (973)
Proceeds from short-term debt 814
Retirement of short-term debt (1,485)
Proceeds from long-term debt 4
Retirement of long-term debt (28)
Proceeds from the exercise of stock options 292
Net cash used for fi nanci ng (3,100)
Net change in cash and equivalents 1,095
Objective: To classify and report
cash receipts and payments.
Three Sections:
Operating. Discloses the inflows
and outflows of cash due to
operations
Investing. Discloses the inflows
and outflows of cash due to the
purchase and sales of PP&E and
other investment instruments
Financing. Discloses the inflows
and outflows of cash due to the
retirement and receipt of debt
26
Footnotes
Footnotes disclose financial information not contained in the basic
financial statements but still required by GAAP
Common Disclosures:
Accounting policies and methods
Description of financial risks
Significant management judgments
Lawsuits/Contingencies
Related party activity
Income taxes
Obligation terms
Employee benefit plans
Subsequent events
Footnotes are necessary to fully understand the Financial Statements
27
Regulatory & Auditor Reports
28
Regulatory
Who Sets The Rules?
Financial Reporting & Disclosure
Financial Accounting Standards Board (FASB)
Securities and Exchange Commission (SEC)
Auditing & Professional Standards
Before Sarbanes-Oxley Act (2002):
American Institute of Certified Public Accountants (AICPA)
Now: Public Company Accounting Oversight Board (PCAOB)
for public companies and AICPA for private companies
29
Auditor Reports
Types of Auditor Reports
Review
4Limited Assurance
4Analytical Procedures and Inquiries of Management
Compilation
4No Assurance
4Compiles Financial Information into Financial Statements
Agreed-upon procedures
4Provides limited assurance with respect to specific areas
tested
4Distribution of the report is restricted to those specified
users
4No opinions
30
Auditor Reports
Types of Auditor Reports
Audit
4Positive assurance
4Now includes separate report on internal controls
4Types of Audit Opinions:
Unqualified Opinion
Qualified Opinion
o Scope Limitations
o Departures from GAAP
Adverse Opinion
4Possible modifications to standard report:
4 Scope limitation
4 Disclaimer
4 May address Going Concern
31
Financial Statement Analysis
Techniques & Ratios
32
Relationships
Relationships
Comparisons
Comparisons
Measures
Measures
33
What Financial Statements Tell You:
Liquidity
Measures ability to pay current obligations as they are due
Profitability
Measures efficiency of operations
Solvency
Measures ability to continue operations and pay obligations
Leverage
Measures capital structure and ability to obtain financing
*See handout Ratio Analysis for examples of specific ratios.
34
Comparisons
Trend Analysis
Comparison for same company
using different periods
Comparative Analysis
Comparative analysis to similar
companies and/or industry
Common-type Analysis
Comparative analysis to
companies of similar type (e.g.,
size, complexity, etc.)
35
Valuation Example: Income Approach
Discounted Cash Flow Example
2008 2009 2010 2011 2012
Sales 1,100 1,210 1,331 1,464 1,611
Cost of Sales (660) (726) (799) (878) (966)
SG&A (231) (254) (280) (307) (338)
EBIT 209 230 253 278 306
EBI 125 138 152 167 184
Add: Depreciation 85 90 95 100 105
Less: Cap Ex (80) (110) (115) (80) (80)
Less: Increase in NWC (6) (2) (2) (3) (3)
Free Cash Flow 124 116 130 184 206
Terminal Value 2,105
Total Free Cash 124 116 130 184 2,311
Enterprise Value: 1,654 at WACC of: 13.06%
less Debt Outstanding (703)
Equity Value 951
Equity Value / Share 14.47
Avg. # Shares Outstanding 65.72
36
Valuation Example: Market Approach
Market Multiples Example
Equity Multiples Sales EBIT EBITDA Market/Book Price/Earnings
Circus Circus 2.7 12.8 9.4 2.7 19.0
Harrah's Entertainment 2.1 8.2 6.6 5.3 33.0
Mirage Resorts 2.9 13.8 10.2 3.2 23.0
Showboat, Inc. 1.0 8.4 5.0 2.3 24.5
Station Casinos 0.8 29.8 8.1 2.0 13.0
High 2.9 29.8 10.2 5.3 33.0
Average 1.9 14.6 7.9 3.1 22.5
Low 0.8 8.2 5.0 2.0 13.0
Sales EBIT EBITDA Book Value Net Income
2008 Wynn Resorts Forecast 1,100 209 294 432.7 71.0
Equity Value: High 3,173 6,222 2,986 2,277 2,343
Equity Value: Average 2,089 3,049 2,309 1,343 1,598
Equity Value: Low 896 1,708 1,481 865 923
Equity per share: High 48.27 94.67 45.43 34.65 35.65
Equity per share: Average 31.79 46.39 35.13 20.43 24.31
Equity per share: Low 13.64 25.98 22.53 13.17 14.04
37
Valuation Example: Comparable Transactions
Transaction Multiple Example
Enterprise Multiples EBITDA Transaction Price EBITDA Multiple
Comp. Transaction A 210 $ 1,640 $ 7.8
Comp. Transaction B 300 1,820 6.1
Comp. Transaction C 250 1,550 6.2
Comp. Transaction D 330 1,740 5.3
High 7.8
Average 6.3
Low 5.3
EBITDA
TTM Wynn Resorts EBITDA 294 $
Enterprise Value: High 2,296
Enterprise Value: Average 1,863
Enterprise Value: Low 1,550
38
Financial Covenants
Financing agreements generally include one or more financial
covenants to enable the lender or investor to monitor the
financial performance of the company on a periodic basis. The
reason for this is that lenders and investors want to minimize
their risk, but for liability and other reasons they do not want to
be involved in controlling the day-to-day management of the
company.
Financial covenants customarily included in financing
agreements include:
Minimum EBITDA
Interest coverage ratio
Leverage ratio
Fixed charge coverage ratio
39
Financial Covenants
Minimum EBITDA
This covenant requires a company to maintain a certain
level of EBITDA, expressed as a minimum dollar amount.
EBITDA is typically measured on a trailing 12 month basis.
Interest Coverage Ratio
Measured as EBITDA/Interest Expense.
Used to determine how easily a company can pay interest
on outstanding debt.
The lower the ratio, the more the company is burdened by
debt expense.
Net Income
+ Interest Expense
+ Taxes
+ Depreciation & Amortization
EBITDA
40
Financial Covenants
Leverage Ratio
Measured as Funded Indebtedness/EBITDA.
Used to determine the total amount of debt relative to
the cash flows of the company. The higher the ratio, the
more highly levered the company is.
Fixed Charge Coverage Ratio
Measured as EBITDA-Cash Capex/Interest + Principal.
Indicates a firm's ability to satisfy fixed financing
expenses.
A ratio above 1.0 is desirable.
41
Z-Score model
Development
Model
Analysis of ratios included
Using the model
42
Z-Score -- Predicting Bankruptcy
) 5 ( ) 4 ( ) 3 ( ) 2 ( ) 1 ( 5 4 3 2 1 X X X X X Score Z

+
1

2

3

4 and are coefficients 5
X1, X2, X3, X4 and X5 are ratios

Z-Score is a predictor of Bankruptcy
43
Altmans Z-Score Research
Return on
Total Assets
Sales to
Total Assets
Equity to Debt
Working Capital
to Total Assets
Retained Earnings
to Total Assets
Ratio
EBIT
Total Assets
Net Sales
Total Assets
Market Equity
to Total Liabilities
Working Capital
to Total Assets
Retained Earnings
to Total Assets
Formula
3.3
0.999
0.6
1.2
1.4
Coefficient
44
How to Calculate Z - Score
Ratio
Weight
factor
Weighted
ratio
Return on Total Assets X 3.3 ----
Sales to Total Assets X 0.999 ----
Equity to Debt X 0.6 ----
Working Capital to Total
Assets
X 1.2 ----
Retained Earnings to Total
Assets
X 1.4 ----
Z - Score
45
Result
Z - Score Status
Above 2.99 Good shape
2.99 - 1.81 Warning signs
Below 1.81
Big trouble heading
toward bankruptcy
46
Summary
Begin reading a financial statement by knowing what
information it is intended to convey.
Look for meaningful relationships, ratios and changes in
these ratios over time to extract useful information.
Most companies accounting is not very complex and their
financial statements and notes should be fairly transparent
once you understand the basics of financial reporting.
If a number or performance trend appears questionable or
incorrect, ask questions and request the latest
correspondence with the companys auditors.
If those inquires do not satisfy you, ask your own financial
professional to take a look there may be a problem.
47
Professionals
48
Partner Weinstein, Weiss & Ordubegian LLP
Sharon Z. Weiss joined the firm in 1997 as an associate and was welcomed as a
partner on January 1, 2001. Ms. Weiss has extensive experience in a wide area of
insolvency matters from various perspectives, including representation of trustees,
individual and corporate debtors, creditors and creditors committees.
Areas of Practice
In April, 2007, Ms. Weiss was profiled as an Outstanding Woman Bankruptcy Lawyer
by Bankruptcy Law360 and has been names by the Los Angeles Magazine as a
Southern California Superlawyer for 2005, 2006 and 2007. Ms. Weiss has served as
lead trial counsel in bankruptcy and commercial litigation, including alternative
dispute resolution and has considerable experience in handling fraud and Ponzi
scheme litigation, and bankruptcy appeals which have resulted in published Ninth
Circuit opinions. Her clients include debtors engaged in the consumer electronics,
healthcare, restaurant, garment, entertainment and retail sales industries, and
creditors committees in merchandising, manufacturing and apparel industries. Ms.
Weiss has served as lead counsel in out-of-court workouts and in the bankruptcy
courts in cases involving such varied issues as disputed asset sales and financing, the
avoiding powers, executory contracts, pension plans, claims priority, plan
confirmation, surcharges and the courts inherent powers. Ms. Weiss was also
appointed to the Bankruptcy Mediation Program Panel for the United State
Bankruptcy Court, Central District of California in 2006 and appointed in 2007 as an
Attorney Settlement Officer for the United States District Court, Central District of
California.
Wesintein, Weiss & Ordubegian LLP
1925 Century Park East
Suite 1150
Los Angeles, CA 90067
Tel: (310) 203-9393
Fax: (310) 203-8110
Professional Affiliations
American Bankruptcy Institute
American Bar Association
California Bankruptcy Forum
Financial Lawyers Conference
International Womans Insolvency
and Restructuring Confederation
Los Angeles Bar Association
Education
J.D., Southwestern University School
of Law
B.A., University of California at Irvine
49
Sharon Z. Weiss, Esq. (continued)
Ms. Weiss regularly speaks on an array of insolvency and business litigation matters to professional audiences at
regional, state and national levels. She currently serves as the vice chair of the Executory Contracts
Subcommittee of the Business Bankruptcy committee and co-chair of the Woman Business Law Network of the
diversity Committee of the American Bar Associations Business Law Section. Ms. Weiss has held other business
Law leadership positions including chair of the Law Student and Yong Lawyer Involvement Subcommittee, co-chair
of the Membership: Minorities, Women & Young Lawyers Subcommittee and vice chair of the Litigation
Subcommittee. She is a member of the Board of Directors of the California and Los Angeles Bankruptcy Forums
and is a co-founding member of the Restructuring and Insolvency Professionals of Southern California. Ms. Weiss
is an active member of the American Bankruptcy Institute, American Bar Association, California Bankruptcy
Forum, Financial Lawyers Conference, International Womans Insolvency and Restructuring Confederation and the
Los Angeles Bar Association.
Representative Matters
Death Row Records, I nc./ Marion Suge Knight: Currently representing largest creditor (claim value of $107
million) in all facets of the Death Row Records and Knight bankruptcy cases.
I nternational Norcent Technology, I nc./ Norcent Holdings, I nc.: Currently representing founder, President
and Chief Executive Officer of a distributor of consumer electronics with gross revenues of approximately $20
million in connection with companies chapter 11 bankruptcy cases, including critical strategic planning with
respect to $12 million federal court judgment against Debtor-companies and their President.
MTI Technologies, Corporation: Currently representing bidder of assets and acquirer of claim in technology
oriented bankruptcy proceeding.
50
Steakhouse Partners, I nc.: Currently representing post-confirmation Creditor Trustee in connection with
enforcement of creditor trustees $5 million secured claim against reorganized debtor. Also represented pre-
confirmation creditors committee.
Continental Homecare: Negotiated separation agreement on behalf of former President and Chief Executive
Officer for debtor, who is one of the nationals largest consolidation of home medical equipment, durable medical
equipment and assisted daily living care products with gross revenue of approximately $2 million per month.
Advance Finance, I nc.: Currently representing chapter 7 trustee as a special litigation counsel to prosecute
ponzi scheme avoidance actions before the bankruptcy court and on appellate review. Previously represented
former trustee as general counsel.
Christie- Petersen, I nc.: Currently serving as lead general counsel to chapter 7 trustee to liquidate assets of
general contractor that specialized in the construction of gas stations with attached convenience stores. Lead
litigation counsel to recover on outstanding construction accounts and to recover over $1 million paid to former
insider in leveraged buy-out.
Ace Holdings, I nc.: Currently representing chapter 7 trustee in converted chapter 11 case for former company
engaged in the design, manufacture and sale of jewelry. Lead litigation counsel in action against pre-petition
purchaser and first priority secured claimant and prosecuting recovery claims against insiders.
51
Cinnabar, I nc.: Currently representing parent corporation in out-of-court separation agreement between officers
and shareholders for company in the business of providing scenery and special effects to the TV, film and the
themed industry.
Mi Piace I I , Ltd.: Currently represent restaurant in out-of-court wind down.
Steven H. Stern: Represented chapter 7 debtor in definding trustees attempts to seize $2 million pension plan.
Resulted in published Ninth Circuit opinion, Gil v. Stern (In re Steven H. Stern), 345 F.3d 1036 (9
th
Cir. 2003).
Published Opinions
Knupfer v. Lindblade (In re Thomas Dyer), 322 F.3d 1178 (9
th
Cir. 2003).
Gill v. Stern (In re Steven H. Stern), 345 F.3d 1036 (9
th
Cir. 2003).
Representative Publications
In addition to the articles listed below, Ms. Weiss has authored and contributed to numerous other articles relating
to litigation and bankrutpcy law.
ABA Business Law Section, Business Bankruptcy Primer Katrina-Rita Working Group, a task force of the ABA
Business Bankruptcy Committee. (Assist lawyers in the areas affected by Hurricanes Katrina and Rita), October
2005
52
ABA Business Law Section / Joint Program (Diversity, Young Lawyers & business Bankruptcy Committee);
SURVIVOR: How to Outwit, Outlast and Outplay in the Legal World, Spring 2005 (and panel speaker)
ABA Business Law Section / Young Lawyers Forum, Debtors Going In and Out of Possession: Ethical Dilemmas
Facing Counsel for Debtors Going In or Coming Out of Reorganization, Spring 2004 (and panel speaker)
ABA Business Law Section / Young Lawyers Forum, Institute for the New Business Lawyer: Everything You Want
To Know About How Bankruptcy Affects Your Business Law Practice Fiduciary Duties of Directors of Insolvent and
Nearly Insolvent Corporations, Spring 2004 (and panel speaker)
Los Angeles Bankruptcy forum, Survey of the Ninth Circuit (2003) Highlights from the Bench, Bar and Boardroom,
March 2004 (and panel speaker)
Representative Speaking Engagements
Ms. Weiss has spoken on numerous panels regarding insolvency-related topics. In additional to the recent
programs listed below, she has organized numerous programs and panels and delivered presentations to industry
groups such as the California Society of CPAs, The Alternative Board, and is invited annually to speak to the
Woman in the Law Seminar Class at Southwestern University School of Law in Los Angeles, California.
Los Angeles Bankruptcy Forum, To Tell Or Not To Tell: Who Is Required To Disclose Another Professionals
Unethical Conduct, June 2007
California Bankruptcy Forum, Co-Moderator: Judges Round Table, May 2007
53
The Federal Bar Association, Third Annual Bankruptcy Ethics Symposium, The Repercussions of Intentional
Ignorance: Professional Liability, September 2006
Beverly Hills Bar Association, Cutting the Umbilical: Telecommuting, Working While Traveling and Disaster
Planning in the 21
st
Century, October 2006
National Association of Bankruptcy Trustees, Ponzi Scheme When It Looks Too Good To Be True It Usually Is:
Detecting, Investigating, Litigating & Recovering From Ponzi Schemes, November 2003
Professional Qualifications
Ms. Weiss was admitted to the California Bar in 1993. She holds degrees from the University of California at
Irvine (B.A. 1990) and Southwestern University School of Law (J.D. 1993) (Deans List). Ms. Weiss was a member
of the Moot court Honors Program and earned First and Second Place awards during national competitions for her
writing and advocacy skills.
54
W. David East, Esq.
South Texas College of Law - Professor of Law & Director of the Transactional Practice Center
W. David East has been a professor at South Texas College of Law in Houston, Texas
since 1981. He teaches and writes in the commercial law (Uniform Commercial Code)
areas of Payment Systems, Bank Collections and Deposits, Letter of Credit, Secured
Transactions in Personal Property, and Sales of Goods, and also has taught Property,
Bankruptcy, Consumer Transactions and Transaction Skills. During 1987-1990,
Porfessor East was Associate Dean for Academic Affairs at South Texas College of
Law, returning to full-time teaching in 1990. In 1998-1999, he began developing
and teaching problem model courses in Transaction Skills and is now the Director of
the Transactional practice Center at South Texas College of Law. He has a Juris
Doctor degree from Baylor University and an LL.M. from The George Washington
University in Washington, D.C. He is a member of the American Bar Associations
Section of Business Law. In addition, he was the Chair of the Business Law Section of
the State Bar of Texas for 2001-2002 and also was appointed Chair of the Council of
Chairs Committee of the State Bar of Texas for 2001-2002. From June 2003 through
June 2006, Professor East served as a Section Representative to the Board of
Directors of the State Bar of Texas. As an advisory member of the Texas Business
Law Foundation, Professor East has testified before legislative committees in Austin,
TX on pending commercial statutes. He is a co-author of Anderson, Bartlett & Easts
Texas Uniform Commercial Code Annotated (Thompson/West, current ed. 2007).
Publications
Articles
Texas Nonuniform Amendments to Revised UCC Article 9: Texas Business &
Commerce Code Chapter 9, 38 Tex. J. Bus. L. 25 (2003).
South Texas College of Law
1303 San Jacinto Street
Houston, TX 77002
Tel: (713) 646-1879
State Bar of Texas
Education
J.D., Baylor University, Austin, TX
LL.M., George Washington University,
Washington, D.C.
B.A., Baylor University, Austin, TX
55
W. David East, Esq. (continued)
Articles (continued)
The Statute of Frauds and the Parol Evidence Rule Under the NCCUSL 2000 Annual Meeting Proposed Revision of
U.C.C. Article 2, 54 SMU L. Rev. 867 (2001).
Check Encoding Warranties under Revised Uniform Commercial Code Article 4 and Regulation CC, 51 U. Miami L.
Rev. 97 (1996).
Continuous Perfection of Security Interests in Proceeds From Credit Sales of Inventory-A Look at UCC section 9-
306(3), 1986 Colum. Bus. L. Rev. 115 (with Suzanne Byerly).
Federal Taxation and Urban Land Development: Does the Tail Wag the Dog?, 7 Real Est. L.J. 200 (1979)(with
Frank Schnidman).
Books
Anderson, Bartlett & East's Texas Uniform Commercial Code annotated: with related business statutes (St. Paul,
MN: West Group, 2003 - 2005) (with Roy Ryden Anderson & Roger A. Bartlett).
Anderson, Bartlett & East's Texas Uniform Commercial Code annotated: with related business statutes (St. Paul,
MN: West Group, 2002) (with Roy Ryden Anderson & Roger A. Bartlett).
Presentations and Proceedings
Legislative Update II: Changes in the Uniform Commercial Code, Representing the Private Business Entity
(Houston: South Texas College of Law, 2003). (Tab B)
56
W. David East, Esq. (continued)
Presentations and Proceedings (continued)
Early Bird Round Table Discussions: Article 9, 18th Annual Real Estate Law Conference (Houston: South Texas
College of Law, 2002). (Tab L)
New Article Nine, 35th Annual William W. Gibson, Jr. Mortgage Lending Institute (Austin: University of Texas
School of Law, 2001). (Tab 15)
The Revisions to UCC Article 9: How to Stay Perfected, 17th Annual Real Estate Law Conference (Houston: South
Texas College of Law, 2001). (Tab N)
Revised Article 9 and Real Estate Law, 12th Annual Advanced Real Estate Drafting Course (Austin: State Bar of
Texas, 2001). (Tab 7)
The UCC's New Article 9: Securing the New Millennium, Staying Current with What's Happening in the Real World
of Real Estate Law: 16th Annual Real Estate Law Conference (Houston: South Texas College of Law, 2000). (Tab
E)
Leases and Executory Contracts. Effects of Rejection, Assumption, or Assignment, Advanced Business Bankruptcy
Short Course (Houston: South Texas College of Law, 1988). (Tab K)
Leases and Executory Contracts Effects of Rejection, Assumption, or Assignment, Advanced Business Bankruptcy
Short Course (Houston: South Texas College of Law, 1987). (Tab J)
57
Andrea S. Hartley, Esq.
Shareholder Akerman Senterfitt Attorneys at Law
Andrea Hartley is a shareholder of Akerman Senterfitt and works Bankruptcy and
Creditors Rights, and Litigation. She has earned an AV rating by Martindale-Hubbell.
Ms. Hartley was admitted to the Florida Bar in 1990 and has court admissions to the
U.S. Supreme Court, the U.S. Court of Appeals, Eleventh Circuit, and the U.S. District
Court, Southern District of Florida
Notable Client Work
ProLogis Ms. Hartley is southeast regional counsel for ProLogis, one of the largest
REIT's in the country. ProLogis owns and operates warehouse facilities throughout
the United States and abroad. She currently represents ProLogis in the following
bankruptcy cases: Exide Technologies, Inc., Worldcom, Pameco, Inc., USG, and
Michel's Distribution.
South Florida Stadium Corp. Ms. Hartley and other attorneys in the firm represent
South FLorida Stadium Corp. in numerous bankruptcy cases including Adelphia, Inc.
and Nationsrent, Inc. She was involved in representing South Florida Stadium Corp.
with respect to the stadium naming rights in the Fruit of the Loom bankruptcy case.
Marineland Ocean Resort, Inc. Ms. Hartley and other lawyers in the firm
represented the Official Committee of Unsecured Creditors. The representation
resulted in the approval of a Plan of Reorganization that provided for a 100%
distribution to unsecured creditors.
Akerman Senterfitt Attorneys at Law
One Southeast Third Avenue
25
th
Floor
Miami, FL 33131-1714
Tel: (305) 374-5600
Fax: (305) 374-5095
The Florida Bar
American Bar Association, Women
Rainmakers
Dade County Bar Association
Bankruptcy Bar Association for South
District of Florida
Education
J.D., University of Florida College of
Law
B.S., University of Florida
58
Andrea S. Hartley, Esq. (continued)
Atlas Air, Inc. Ms. Hartley represented National City Leasing with respect to its aircraft engine lease and 8 figure
claim.
LRA Group, Inc. f/k/a Lillie Rubin Affiliates, Inc. Ms. Hartley and other attorneys in the firm served as co-counsel
for the Debtor in its Chapter 11 case. The Debtor operated a chain of stores involved in the retail sale of high-end
women's clothing throughout most of the United States. The Debtor was successful in confirming a Chapter 11
plan.
S&R Aerospace, Corp. Ms. Hartley currently represents the secured lender, Morgan Stanley Dean Witter
Commercial Financial Services, Inc. in a state court replevin and the bankruptcy case of S&R Aerospace, Corp. in a
aircraft parts dealer.
USA Floral Products, Inc. Ms. Hartley represented The USA Bouquet Company in the Chapter 11 bankruptcy case
of USA Floral Products, Inc. The USA Bouquet Company was the successful bidder for the flower facility located in
Miami-Dade County. The asset purchase agreement was approved by the Court and the deal has closed.
Agincourt IV, LLC Ms. Hartley and other attorneys in the firm represented the Chapter 11 Trustee for the Jockey
Club which was the first condominium hotel built in Miami which was internationally known as one of Greater
Miami's "hot spots." The Trustee confirmed a Chapter 11 plan which paid the secured creditor in full and provided
a 90% dividend to unsecured creditors.
Florida West Airlines, Inc. Ms. Hartley and other attorneys in the firm represented the Chapter 11 Trustee. The
Trustee was successful in confirming a Chapter 11 plan.
59
Published Work and Lectures
ABA Business Law Section, "Present Use of Legislative History", 2003
ABA Business Law Section, Institute for the New Business Lawyer, Panelist, 2004
Speaker, "How Bankruptcy May Impact Commercial Litigation," Florida Bar Seminar, 2005 and 2007
Seminar Speaker, "Everything You want to Know About How Bankruptcy Affects Your Business Law Practice",
University of Miami, 2005
Co-Author: "A Lawyer's Ethical Duties in Bankruptcy Cases/Disqualification of Counsel and Disgorgement of Fees,"
1993, Bankruptcy Law Conference, Law Education Institute, Inc. and The Bureau of National Affairs, Inc.
Speaker, 2000 Amendments to the Federal Rules of Civil Procedure, the Federal Rules of Evidence and the Federal
Rules of Bankruptcy Procedure, 2001
Speaker, "Basic Bankruptcy Code and Rules You Must Know In A Nutshell", Florida Bar Seminar 2000
60
Professional Activities
Ms. Hartley is a member of the Council and Nominating Committee of the Law Practice Management Section of the
American Bar Association (ABA). She also serves as the Business Bankruptcy Sub-Committee Vice Chair of the
ABA as well as the co-Chair of the Women Rainmakers of the ABA. She is also a Business Law Section Fellow. Ms.
Hartley is a member of The Florida Bar and serves on the Bankruptcy U.C.C. Committee. In addition, she is the
2007-2008 Treasurer of the Dade County Bar Association
61
Doneene Keemer Damon, Esq.
Director Richards, Layton & Finger, P.A.
Doneene Keemer Damon is a director in the firms Business Department. Her practice
focuses primarily on formation and operational issues relating to Delaware statutory
trusts in all types of commercial and business transactions, including securitizations,
structured finance, investment funds, real estate financings, and trust preferred
securities transactions. Ms. Damons practice also includes representing banks and
trust companies in connection with their trust and agency services in various
commercial transactions.
Ms. Damon is a frequent lecturer on CDO transactions and the advantages of using
Delaware statutory trusts in financing transactions, Ms. Damon also coauthored
Chapter 9, The Role of the Trustee in Leasing Transactions in the PLI Treatise on
Equipment Leveraged Leasing.
Ms. Damon is a member of the Delaware, the Washington, DC, and the American Bar
Associations. She is the chair of the American Bar Association Committee on Trust
Indentures and Indenture Trustees and co-chair of the Committee on Corporate
Director Diversity. Ms. Damon is also a member of the ABAs Banking Law
Committee, the Secured Transactions Committee, the Business Trust Committee, the
UCC Committee, the Committee on Partnerships and Unincorporated Business
Organizations, the Diversity Committee, the DirectWomen Development Committee,
and the Advisory Panel. Ms. Damon is a member of the Multicultural Judges and
Lawyers, the Commercial Law, and the Women and the Law Sections of the Delaware
State Bar Association. She is also a member of the American Securitization Forums
Reg AB Committee, Outside Counsel Sub-Forum, and Communication and Education
Committee.
Richards, Layton & Finger, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7526
Fax: (302) 498-7526
Delaware Bar Association
Washington D.C. Bar Association
Education
J.D., Temple University School of
Law
B.S., St. Josephs University
62
Doneene Keemer Damon
Director Richards, Layton & Finger, P.A.
Extending her outreach into the community, Ms. Damon serves on the boards of the Lawyers Committee for Civil
Rights Under Law, Christiana Care Hospital, Meals on Wheels Delaware, Inc., Wilmington Friends School, and the
Delaware Art Museum.
Education
Ms. Damon graduated cum laude with a B.S. from St. Josephs University in Philadelphia, PA in 1989 and
received a J.D. cum laude from Temple University School of Law in 1992.
63
Chuck Carroll, CPA, CIRA, CTP
Senior Managing Director FTI Consulting
Chuck Carroll is a senior managing director in FTIs Corporate Finance practice and is
based in Dallas. Mr. Carroll has provided business restructuring, corporate finance,
and lender services. His engagement experience includes business diagnostics and
strategic plan development, capital structure review, cash management, corporate
overhead review and reduction implementation, debt negotiations and repayment
strategies, financial statement analysis, financial projection development, valuation
(including liquidation analysis), bankruptcy preparation, and plan of reorganization
formation and negotiation.
During his tenure, Mr. Carroll has represented the senior lenders of a major
international power producer with over $10 billion in short- and long-term debt;
advised the lending group of a $1.5 billion textile company that was one of the
leading makers of bed and bath products in America; and represented a 75-member
lending group of a $3 billion nursing home operator before and during the Chapter 11
process. He has experience in many industries, including construction, energy,
financial services, healthcare, manufacturing, mining, entertainment and retail.
Mr. Carrolls notable engagements include American Plumbing & Mechanical
(AMPAM), Club Corp, Discovery Zone, Encompass Services Corporation, GasMark,
Global Power Equipment Group, Integrated Electrical Services (IES), Midcon Offshore,
Minorplanet Systems, NR Marine, Orthodontic Centers of America (OCA), Pillowtex,
Q-Entertainment (Q-Zar), Quality Beverage, Reliant Energy, and Sun Healthcare.
Further, he has provided significant advice in the retail industry, including matters
with Brunos, Fiesta Supermarkets, 50-Off Stores, Homeland Stores, Stanley Stores
and a global video store chain.
FTI Consulting
2001 Ross Avenue, Suite 400
Dallas, TX 75201
Tel: (214) 397-1603
Fax: (214) 397-1790
Certifications
Certified Public Accountant
Certified Insolvency and
Restructuring Advisor
Certified Turnaround Professional
Texas Society of Certified Public
Accountants
Association of Insolvency and
Restructuring Advisors
Turnaround Management
Association
Texas-Ex Student Association
Education
M.A. in Accounting, University of
Texas at Austin
B.S. in Finance, Southwest Texas
State University
64
Mr. Carroll has provided expert witness testimony on issues ranging from plan of reorganization development and
feasibility to interest rates and loan to value analysis on real estate. He has also advised on the application of
Fresh Start accounting (SOP 90-7) to companies emerging from bankruptcy and was part of a national AIRA task
force to suggest revisions and clarifications of the accounting standard to the FASB and SEC. Mr. Carroll has
advised on SOP 90-7 issues to Camelot Music, Discovery Zone, Delphi, Eddie Bauer, KB Toys, Levitz and
Minorplanet Systems.
Prior to joining FTI, Mr. Carroll worked in the U.S. division of PricewaterhouseCoopers (PwC) Business Recovery
Services group. Before that, he worked in PwCs Assurance and Business Advisory Services group performing
audits of financial services clients, including securities brokers and dealers, mortgage companies and life
insurance companies. Prior to joining PwC, Mr. Carroll was a financial analyst for a national real estate
development and management firm.
Mr. Carroll holds an M.A. in accounting from the University of Texas at Austin, where he received the Most
Outstanding Student Award for the Class of 1992, and a B.S. in finance from Southwest Texas State University.
Mr. Carroll also attended the Washington Campus Program at Georgetown University. He is a certified insolvency
and restructuring advisor, certified public accountant and a certified turnaround professional. Mr. Carroll is a
member of the Texas Society of Certified Public Accountants, Turnaround Management Association, Texas-Ex
Student Association and the Association of Insolvency and Restructuring Advisors.
Chuck Carroll, CPA, CIRA, CTP (continued)
65
Q&A
Weinstein, Weiss & Ordubegian LLP
sweiss@wwolawyers.com
Professor David East, Esq.
South Texas College of Law
deast@stcl.edu
Andrea Hartley, Esq.
Akerman Senterfitt
Andrea.hartley@akerman.com
Doneene Damon, Esq.
Richards Layton & Finger, PC
damon@rlf.com
Chuck Carroll, CPA, CIRA, CTP
FTI Consulting
charles.carroll@fticonsulting.com

PP 1

Hochgeladen von

Dokumentinformationen

Originaltitel

Copyright

Verfügbare Formate

Dieses Dokument teilen

Dokument teilen oder einbetten

Freigabeoptionen

Stufen Sie dieses Dokument als nützlich ein?

Sind diese Inhalte unangemessen?

Copyright:

Verfügbare Formate

PP 1

Hochgeladen von

Copyright:

Verfügbare Formate

Accounting Principles

X1, X2, X3, X4 and X5 are ratios

Das könnte Ihnen auch gefallen