SEC Reporting Skills Workshop
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CPE Credits: |
16 |
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Program Level: |
Overview |
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Prerequisites: |
None |
Learning Objective: By using interactive lecture and examples, this workshop will give participants a basic understanding of how to prepare the US SEC's periodic reporting forms: 10-K Annual Report, 10-Q Quarterly Report, 8-K Current Report, as well as an understanding of how to comply to the annual proxy requirements and gain knowledge into how to research information.
- Master Forms 10-K, 10-Q, 8-K and the proxy statement
- Customize your workshop experience! Bring your SEC filings
- Use all important sources of SEC reporting rules and guidance
- Master Forms 10-K, 10-Q, 8-K and the proxy statement
- Customize your workshop experience! Bring your SEC filings
- Use all important sources of SEC reporting rules and guidance
| Date |
City |
Register |
| Mar 19 - 20, 2012 |
Orange County, CA |
Register |
| Mar 22 - 23, 2012 |
Orlando, FL |
Register |
| Apr 12 - 13, 2012 |
Atlanta, GA |
Register |
| Apr 19 - 20, 2012 |
Chicago, IL |
Register |
| May 17 - 18, 2012 |
Baltimore, MD |
Register |
| May 17 - 18, 2012 |
Dallas, TX |
Register |
| May 23 - 24, 2012 |
San Francisco, CA |
Register |
Agenda
| Day 1 |
| 8:30 - 9:00 a.m. |
Registration/Breakfast |
| 8:00 - 8:15 a.m. |
Overview of the SEC's Requirements
- Welcome and program introduction
- The SEC Jeopardy Game
- The 1933 Act vs. the 1934 Act -- registration vs. periodic reporting
- 1934 Act filings: Forms 10-K, 10-Q, 8-K; who files; when, how and why
- Administrative requirements; special aspects of EDGAR (electronic) filings -- due dates; getting an extension; consequences of non-timely filing; amendments
- The SEC's integrated disclosure system -- use of Regulations S‑K and S-X
- What pronouncements you must know; how the rules, regulations, forms, financial reporting releases, staff accounting and staff legal bulletins and C&DIs fit together
- Researching SEC problems; building your own SEC reference library
- Working with the SEC staff
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| 8:15 - 10:45 a.m. |
Networking Luncheon
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| 1:00 - 3:30 p.m. |
Drafting Your Annual Report on Form 10-K
- Structuring Form 10-K -- relationship to the Annual Report to Shareholders and Proxy Statement
- Key disclosure issues in -- risk factors, unresolved staff comments, describing your business, properties, involvement in litigation, environmental concerns, market performance and providing financial highlights
- Differences between the standard Form 10-K and the 10-K for the Smaller Reporting Companies
- Working with Regulation S-K
- Disclosure Controls
- CEO and CFO 302 and 906 Certifications
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| 3:30 - 5:00 p.m. |
The Management's Discussion and Analysis Section
- Dealing with the current economic environment
- The basics of the SEC's principles-based rules
- Using plain-English
- How best to describe: Liquidity and capital resources, "known trends" and "known uncertainties" and year-to-year results of operations
- How to discuss results of operations by segment
- Voluntary vs. mandatory forward-looking information in the MD&A
- Financial Reporting Release 36 -- the SEC's interpretations and guidance in applying the requirements
- The requirement to disclose critical accounting estimates
- The SEC's latest MD&A Guidance -- FR 72
- Disclosing pro forma earnings and other alternative measures of performance -- Regulation G and S-K Item 10
- SAB 74: How should the effects of the FASB's major new standards be disclosed?
- Who should contribute what -- organizing the MD&A drafting project
- Lessons learned from Enforcement actions
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| 5:00 - 6:30 p.m. |
Welcome Reception |
| Day 2 |
| 8:00 - 8:30 a.m. |
Breakfast |
| 8:30 - 10:00 a.m. |
MD&A, concluded, and The PSLRA
- "Meaningful cautionary language" under the 1995 Private Securities Litigation Reform Act -- how detailed should it be? How does it protect you?
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| 10:00 - Noon |
Financial Statement Requirements of Form 10‑K
- Working with Regulation S-X -- financial statement disclosures and schedules that exceed GAAP
- PCAOB vs. AICPA
- Rules on periods to be covered, consolidation, special entities and footnotes
- Unconsolidated subsidiaries and equity investees -- requirements for separate financial statements or summarized financial data
- Other financial statements that may be required
- Reduced financial statement disclosure requirements for Smaller Reporting Companies -- Article 8 of Regulation S-X
- The latest list of SEC "hot buttons" in financial reporting
- The transition to XBRL
- Update on SEC's IFRS Roadmap
|
| Noon - 1:00 p.m. |
Networking Luncheon |
| 1:00 - 2:00 p.m. |
Drafting Your Quarterly Report on Form 10-Q
- Everything you should know about the preparation and filing of the quarterly report
- Special financial statement considerations, condensing the statements, footnote requirements
- Differences between the standard Form 10-Q and the 10-Q for the Smaller Reporting Companies
- Tips for preparing the MD&A in Form 10-Q
- The required SAS 100 review
- Disclosure controls and changes in internal control
- CEO and CFO 302 and 906 Certifications
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| 2:00 - 3:00 p.m. |
Current Reports on Form 8-K
- Walk-through of the various items
- The importance of timely disclosure of material corporate events; press releases vs. 8-K reporting
- Reporting the acquisition or disposition of material assets or businesses
- The need for audited and unaudited financial statements and pro forma information in connection with a business acquisition or disposition
- Reporting auditor changes -- pitfalls to avoid
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| 3:00 - 4:00 p.m. |
Proxy Statements and Annual Reports to Shareholders
- Statutory requirements, the "proxy rules"
- Disclosures in the annual report to shareholders
- Preliminary and definitive proxy statements -- timing considerations
- Differences between the standard Proxy Statement and the Proxy Statement for the Smaller Reporting Companies
- Executive Compensation Disclosures
- Disclosures regarding directors and executive officers, security ownership, transactions with management, and delinquent filers of Forms 3, 4, and 5
- The new Proxy Disclosure Enhancements Rule
- Beware of "Forward Certification"
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| 4:00 - 4:30 p.m. |
Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
- Civil and criminal liability risks under the 1934 Act
- Insider trading rules and reporting under Section 16
- The short-swing trading restrictions under Section 16
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| Date |
City |
Register |
| Jan 19 - 20, 2012 |
Las Vegas, NV |
Register |
| Mar 19 - 20, 2012 |
Orange County, CA |
Register |
| Mar 22 - 23, 2012 |
Orlando, FL |
Register |
| Apr 12 - 13, 2012 |
Atlanta, GA |
Register |
| Apr 19 - 20, 2012 |
Chicago, IL |
Register |
| May 17 - 18, 2012 |
Baltimore, MD |
Register |
| May 17 - 18, 2012 |
Dallas, TX |
Register |
| May 23 - 24, 2012 |
San Francisco, CA |
Register |
Year after year, an excellent program.
I expect to attend this program every year until I retire!
Pamela B. Bruno
Vice President, Controller & CAO
BNP Residential Properties, Inc.
Charlotte, NC
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