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Welcome to SME Capital Markets Management Discussion and Analysis Resource Page

Management teams can improve their company's strategic position by making better Management Discussion and Analysis (MD&A) presentations. They can do this by leveraging knowledge created by upper-tier entities that are spending billions of dollars to develop MD&A presentation models that instill U.S. SEC MD&A guidelines.

The Management Discussion and Analysis Information Sources page offers links to help management teams and their professionals begin the process of making better MD&A presentations.

Developing a long-term project that leverages SEC MD&A guidance begins by identifying actions that smaller company teams can take, then elevating their abilities to make better MD&A presentations about their business models.

Management Discussion and Analysis Information Sources

The following items reflect an ongoing effort to identify and present information about making MD&A Presentations.

Please send recommendations for additional MD&A information items to bradsmith@smecapitalmarkets.net

Audit Committee Checklist and Compliance Timeline, GIBSON, DUNN & CRUTCHER LLP, August 9, 2005 http://media.gibsondunn.com/fstore/documents/pubs/080905-AuditCommitteeChecklist.pdf

Building a Better MD&A, CAMagazine.com, http://www.camagazine.com/index.cfm/ci_id/27826/la_id/1.htm

Deloitte Center for Corporate Governance: Management's Discussion and Analysis Resources https://www.corpgov.deloitte.com/site/CanEng/menuitem.73b4ae7e87d28666a3740fc7027ea1a0/

Federal Accounting Standards Advisory Board Statement of Recommended Accounting Standards Number 15, MANAGEMENT'S DISCUSSION AND ANALYSIS http://www.fasab.gov/pdffiles/15_md&a.pdf

General Accounting Office Management Discussion and Analysis http://www.gao.gov/financial/fy2007/mangmntdis.pdf

General Purpose Federal Financial Report Federal Accounting Standards Advisory Board Statement of Recommended Accounting Concepts Number 3 MANAGEMENT'S DISCUSSION AND ANALYSIS April 1999 http://www.fasab.gov/pdffiles/sffac-3.pdf

Guidelines for Preparing the New MD&A, May 3, 2004, Stanley Keller, Edwards Angell Palmer & Dodge, http://www.eapdlaw.com/newsstand/detail.aspx?news=362

How new standards for auditors will likely affect the governments they audit By Gauthier, Stephen J. Government Finance Review, Friday, June 1 2007 http://www.allbusiness.com/finance-insurance/4498397-1.html

IFMA Course 320: Management's Discussion & Analysis of Financial Statements (MD&A), http://www.ifmasia.com/US%20GAAP.htm

IR Web Report, Optimizing your MD&A/OFR for the Web http://www.irwebreport.com/features/030104.htm
Management’s Discussion and Analysis Guidance on Preparation and Disclosure, © Copyright The Canadian Institute of Chartered Accountants http://www.cica.ca/multimedia/Download_Library/Research_Guidance/MDandA_Business_Reporting/E_MDAFull_1.pdf

NBA 563 & LAW 649, THE IPO AND M&A PROCESSES FALL 2007 SYLLABUS http://www.people.cornell.edu/pages/jct35/nba563f07.pdf

OMB Bulletin No. 06-03, Audit Requirements for Federal Financial Statements, Section 3515 of Title 31 of the United States Code and OMB Circular A-136, Financial Reporting Requirements, as amended (A-136). Section 2.10 Management's Discussion and Analysis (MD&A) is a clear and concise description of the reporting entity’s performance measures, financial statements, systems and controls, compliance with laws and regulations, and actions taken or planned to address problems. The MD&A is included in each annual financial statement as required supplementary information. The A-136 provides additional guidance on the composition of the MD&A. Service Organizations 6.14 A service organization is an entity, or component of an entity, that provides services to a user organization http://www.whitehouse.gov/omb/bulletins/fy2006/b06-03.pdf

PCAOB Release No. 2007-005 May 24, 2007 AUDITING STANDARD No. 5 – AN AUDIT OF INTERNAL CONTROL OVER FINANCIAL REPORTING THAT IS INTEGRATED WITH AN AUDIT OF FINANCIAL STATEMENTS AND RELATED INDEPENDENCE RULE AND CONFORMING AMENDMENTS http://www.pcaobus.org/Rules/Docket_021/2007-05-24_Release_No_2007-005.pdf

Preparing the New MD&A, November 16, 2004. Moderator: Thomas A. Aldrich, Thompson Hine LLP. John J. Jenkins, Calfee, Halter & Griswold LLP, www.realcorporatelawyer.com/programs/cleveland-boston2004/aldrich.pps

Securities and Exchange Commission [Release Nos. 33-8056; 34-45321; FR-61] Commission Statement about Management's Discussion and Analysis of Financial Condition and Results of Operations http://www.sec.gov/rules/other/33-8056.htm

Securities and Exchange Commission Final Rule: Disclosure in Management's Discussion and Analysis about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations http://www.sec.gov/rules/final/33-8182.htm

Securities and Exchange Commission Interpretive Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations http://www.sec.gov/rules/interp/33-8350.htm

Securities Exchange Commission Statement about Management's Discussion and Analysis of Financial Condition and Results of Operationshttp://www.sec.gov/rules/other/33-8056.htm

Securities Exchange Commission, Summary by the Division of Corporation Finance of Significant Issues Addressed in the Review of the Periodic Reports of the Fortune 500 Companies http://www.sec.gov/divisions/corpfin/fortune500rep.htm

Securities and Exchange Commission, Comments on Proposed Rule: Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments http://www.sec.gov/rules/proposed/s74202.shtml

SEC TURNS UP THE HEAT ON MD&A, www.corpinstitute.com/LOULibrary_237785_1.DOC

Spotlight on management's discussion and analysis: What does the SEC Expect http://www.thefreelibrary.com/Spotlight+on+management's+discussion+and+analysis:+What+does+the+SEC...-a08031578

Standard Instructions for Filing Forms under the Securities Act of 1933, Securities Exchange Act of 1934, and Energy Policy and Conservation Act of 1975 Regulation S-K Item 303 -- Management's Discussion and Analysis of Financial Condition and Results of Operations http://www.law.uc.edu/CCL/regS-K/SK303.html

The Audit Committee Handbook, By Louis Braiotta http://books.google.com/books?id=NbR5a6eQJysC&pg=PA123&lpg=PA123&dq=preparing+the+new+md%26a&source=web&ots=0RtE4wlwfY&sig=3vdrXBeGC_kH86wuMHZD-MTXagQ&hl=en

The MD&A Challenge BY DONALD H. MEIERS, Journal of Accountancy, January 2006 http://www.aicpa.org/pubs/jofa/jan2006/meiers.htm

The Quality of Management Discussion and Analysis (MD&A): A Voluntary Disclosure Perspective http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2507

The Sarbanes-Oxley Deskbook Chapter 6 Management’s Discussion and Analysis http://books.google.com/books?id=EWFsXuk5bWwC&dq=the+sarbanes+oxley+deskbook&pg=PP1&ots=qrDGp6AcQV&sig=eeDpYmm_8A5XPMzF7g-6yj-o2LA&hl=en&prev=http://www.google.com/search?hl=en&q=the+sarbanes+oxley+deskbook&btnG=Google+Search&sa=X&oi=print&ct=title&cad=one-book-with-thumbnail#PPR9,M1

The SEC’s New MD&A Interpretive Release, Covenington & Burling http://www.realcorporatelawyer.com/pdfs/cb021204.pdf

Writing Your MD&A Questionnaire, www.nctreasurer.com/NR/rdonlyres/BFB09616-92B6-4B2C-B15D-BB07481179C6/0/WritingYourMDA.doc

1989, The CPA Journal Online, December 1989, New SEC Release on Expanded Disclosure in Management's Discussion and Analysis http://www.luca.com/cpajournal/old/08033884.htm

2008, Thelen Reid Brown Raysman & Steiner LLP, New SEC Release on Expanded Disclosure in Management's Discussion and Analysis http://www.thelenreid.com/index.cfm?section=articles&function=ViewArticle&articleID=213

Management Discussion and Analysis Services and Solutions

This content centers on encouraging information technology service and solution providers to configure Microsoft SharePoint template that enhance MD&A presentation projects.

Information for the Management Discussion and Analysis presentation typically comes from several people on a company’s team. Requirements by the U.S. SEC that every publicly reporting company must include an MD&A presentation in its registrations and filings, and requirements by other government agencies that contractors must make MD&A presentations as part of their disclosures creates demand for better solutions.

The U.S. SEC has developed comprehensive guidance to help management teams make better MD&A presentations.

By some estimates upper-tier entities have spent a billion dollars developing their MD&A presentation models. All of this creates a deep pool of knowledge that can be leveraged to help smaller companies develop better MD&A presentations.

The MD&A Presentation Project is an initiative to direct service and solution providers toward configuring or deploying information technology to leverage existing research and knowledge.

Decision-makers can begin making better Management Discussion and Analysis (MD&A) presentations by deploying better data-gathering and information production models for their teams.   

This process requires developing information production frameworks that are supported by workflow-based guidance rules.

Designing information production frameworks that harmonize with SEC MD&A presentation guidance creates an opportunity for service and solution providers to introduce offerings that could be used globally.   

Many service and solution providers work centers on helping management teams and their professionals develop architectures that use information technology frameworks to map and automate internal and external data and information inputs. These models can be refined to instill U.S. SEC MD&A presentation guidance.

It is possible to offer SME-level management teams an affordable and effective way to make better MD&A presentations by configuring and programming Microsoft SharePoint templates to identify and map internal and external data-gathering and information development processes and sources.

Service and solution providers can build these presentation models by creating structured step-by-step workflow and automation tools that are already producing analytics and key performance indicators in other contexts.  Innovative thinking can transform information that is already being produced into making better MD&A presentation.

New service and solution offerings can be designed around using SharePoint and Microsoft program capabilities to produce MD&A presentation content in contexts that help management teams apply SEC MD&A guidance.

In simple terms, this requires identifying a set of action steps that decision-makers can take to implement configure Microsoft SharePoint templates and automate gathering data and producing information that can be used in the MD&A presentation.   

Configuring and programming Microsoft SharePoint templates to support this process is an affordable option.

Developing MD&A services and solutions that focus on integrating SharePoint and Microsoft product capabilities with decision-makers existing MD&A data gathering and information production models and processes to create a unique end-to-end customized solutions can begin by:

1. Evaluating SEC MD&A guidance and mapping the parts of its information requirements that can be supported by automated data-gathering and information production processes.

2. Evaluating how companies use information technology systems to generate data and information and how outputs are instilled into MD&A presentations.

3. Identifying sources for data and information that is required to develop MD&A presentations and how this data and information is currently being produced.

3. Identifying and analyzing processes that are currently used to generate MD&A data and information production in different departments, different files, and different programs.

4. Isolating areas where a company’s current reporting system requires someone to hand-key data or information that already exists in another part of their business information system.

5. Identifying instances where data and information is being cut-and-pasted from Microsoft Excel into Microsoft PowerPoint, from Microsoft Access into Microsoft Excel, etc.

6. Determining how capabilities in Microsoft Office products can be configured or programmed to automate data-gathering and information production processes especially in those areas where company team members are currently hand-keying data or cutting-and-pasting information to develop MD&A presentations.

7. Evaluating how complex analysis of data can be refined into business analytics, key performance indicators or intelligence by automating the process of producing analytics or gathering business analytics data.

8. Producing internal and external key performance indicators that elevate a team’s ability to make better MD&A presentations.

9. Analyzing each critical report that takes any team member more than a few minutes to prepare each month, quarter, or annually to identify opportunities for automating the generation of this information.

10. Deploying discussion databases and other information technology applications or programs to implement ideas that team members have about how to streamline their company’s work processes, data gathering, and information production and analysis.

MD&A service and solution offerings will range in complexity from rapid development configuration packages to comprehensive customized end-to-end scenarios. To the extent techniques can be designed that immediately improve and continually elevate individual management team’s ability to make better MD&A presentations, it is more likely that MD&A service and solution offerings will be accepted by the market place.

Configuring existing SharePoint templates into MD&A centric applications can create an architectural bridge between a company management team’s obligation to make MD&A presentations and information technology capabilities that enable implementing automated data-gathering and information production and evaluation processes.  This can be done in contexts that help management teams and their professional advisers create better Management Discussion and Analysis presentations.

Developing MD&A-focused services and solutions that help management teams leverage Microsoft Office products, SharePoint collaboration and information gathering capabilities to automate data-gathering and information production processes is begin done in many other contexts that can be used as models to make better MD&A presentations. 

The steps to Develop Management Discussion and Analysis Service and Solution capabilities can begin by:

• Creating an MD&A Data and Information Production Critical Dates Calendar that provides a unified calendar view of internal and external data and information production milestones that must be met to complete an MD&A presentation.

• Developing MD&A Documents List: identify internal and external document collections, document development processes, and automate reports that can be generated from these documents.

• Identifying MD&A Analytics: Enable management teams and their professionals to readily evaluate the most significant internal and external trends that are impacting their business.

• Adding New MD&A Data and Information: Quickly add new data and information inputs into the MD&A presentation model and readily display it to the MD&A presentation team.

• Automating MD&A Business Model Focus Items: allow selected users to easily present information that focuses on the businesses non-financial performance metrics and prospective information.

• Integrating MD&A Financial Performance with Non-Financial Performance Facts and Indicators: this encompasses configuring data gathering and information production to evaluate strategy, key value drivers and capabilities.

• Evaluating MD&A Risk Profiles: Automate data gathering to develop and evaluate financial risk, strategic risk, brand risk, reputational risk, competitive risk, and environmental risk, and other risks that are pertain to each unique business model. The MD&A Risk Profile Blueprint elevates management’s ability to identify and evaluate its global risk profile and discuss its total approach to identifying and managing principal business risks.

• Implementing MD&A Project Management to identify, develop and manage future projects that elevate the MD&A production team’s ability to make better MD&A presentations by communicate to shareholders a meaningful assessment of their company's performance, liquidity and future prospects.

Service and Solution providers that create information technology frameworks and deploy solutions have a strategic skill set that can be applied to elevate management teams and their professional ability to make better MD&A presentations.   

SharePoint Application Templates

Management teams, members of their support networks and other decision-makers may be able to improve their company’s information production processes by using SharePoint application templates that can be downloaded for free.

40 SharePoint application templates can be downloaded free from Microsoft's website at >
Windows SharePoint Services 3.0 Application Templates: All Templates > http://www.microsoft.com/en-us/download/details.aspx?displaylang=en&id=12088

Many of these templates can be used to develop cost effective MD&A disclosure models.  SharePoint Service and Solution Providers can cost effectively help clients begin using these templates by modifying them into unique special-purpose applications.

To discuss elevating smaller company management teams ability to incorporate Management Discussion and Analysis knowledge, best practices and technology into business models or send recommendations for additional MD&A information items email: bradsmith@smecapitalmarkets.net