SEC Reporting Skills Workshop

Two days - 16 CPE Credits

DAY ONE

8:30 - 9:00 am - Registration/Continental Breakfast

9:00 - 11:30 am Overview of the SEC's Requirements
• Welcome and program introduction
• 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.
• Changes the SEC is proposing in the wake of Enron
• Forms 10-KSB and 10-QSB for small business issuers - how to qualify - the advantages
• Key reporting issues the year after you go public
• 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, S-B and S-X for the various forms
• What pronouncements you must know; how the rules, regulations, forms, financial reporting releases, staff accounting and staff legal bulletins fit together
• Researching SEC problems; building your own SEC reference library

11:30 am - 12 noon Working with the SEC staff
• The SEC's hierarchy - structure of the Division of Corporation Finance
• Effective ways to deal with the SEC staff; who to contact and when to seek SEC advice
• The role of the Office of the Chief Accountant
• The impact of the SEC's new leadership
• How filings are selected for review - what kind of comments you can expect and how to respond
• The SEC's enforcement process - pitfalls to avoid

12 noon - 1 pm - Luncheon

1:00 - 3:15 pm Drafting Your Annual Form 10-K or 10-KSB
• Structuring Form 10-K - relationship to the Annual Report to Shareholders and Proxy Statement
• A step-by-step walk-through of the narrative sections of the 10-K, highlighting controversial and frequently missed items
• Working with Regulation S-K
• Structuring Form 10-KSB; using Regulation S-B for eligible businesses
• Incorporation by reference techniques when filing electronically
• Key disclosure issues - describing your business, properties, involvement in litigation, environmental concerns, market performance, and providing financial highlights - many examples
• Disclosures of derivatives and other market risk-sensitive financial instruments (Item 7A)

3:15 - 5:00 pm The Management's Discussion and Analysis Section
• How best to describe liquidity and capital resources, "known facts" and "known trends" and year-to-year results of operations
• What makes a quality MD&A, how detailed should it be - analysis of many examples
• Voluntary vs. mandatory forward-looking information in the MD&A
• Financial Reporting Release 36 - the SEC's interpretations and guidance in applying the requirements
• Financial Reporting Release 61 - additional MD&A disclosure requirements adopted after the Enron collapse
• The "probability/magnitude" test for disclosure of known uncertainties
• How to discuss results of operations by segment
• Disclosing pro-forma earnings, EBIDTA and other alternative measures of performance - what are the limits? Lessons of the Trump enforcement case
• The new requirement to disclose "critical accounting policies" in the MD&A
• When MD&As draw Enforcement action, liability exposure of officers, directors and experts. Lessons of the SONY case
• Who should contribute what - organizing the MD&A drafting project
• "Meaningful cautionary language" under the 1995 Private Securities Litigation Reform Act - how detailed should it be? How does it protect you?
• SAB 74 - how should the effects of the FASB's major new standards be disclosed?
• Use of checklists for MD&A preparation
• The AICPA's Attestation Standard No. 8 - should you have your CPAs audit or review the MD&A?

5:00 - 6:30 pm Cocktail Party for Participants and Their Guests

DAY TWO

8:00 - 8:30 am - Continental Breakfast

8:30 - 11:00 am Financial Statement Requirements of Form 10-K and 10-KSB
• Working with Regulation S-X - financial statement disclosure requirements that exceed GAAP
• 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
• Reduced financial statement disclosure requirements for Form 10-KSB
• The hot accounting issues stemming from the SEC's concern with earnings management
• Off-balance sheet arrangements and other critical disclosure issues - the latest list of SEC "hot buttons" in financial reporting

11 am - 12 noon Drafting Your Quarterly Form 10-Q or 10-QSB
• Everything you should know about the preparation and filing of the quarterly report
• Special financial statement considerations, condensing the statements, footnote requirements
• Tips for preparing the MD&A in Form 10-Q
• The new Part I, Item 3 on quantitative and qualitative disclosures about market risk
• The non-financial section of Form 10-Q
• New trends in auditor and director involvement - the required SAS 71 review

12 noon - 1 pm - Luncheon

1:00 - 2 pm Current Reports on Form 8-K
• What events trigger the need to file a Form 8-K
• 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
• When do you use Item 9 for Regulation FD disclosures?
• The need for audited and unaudited financial statements and pro-forma information in connection with a business acquisition
• Reporting auditor changes - pitfalls to avoid

2:00 - 3:15 pm Proxy Statements and Annual Report to Shareholders
• Statutory requirements, the "proxy rules"
• Disclosures in the annual report to shareholders
• Preliminary and definitive proxy statements - timing considerations
• Disclosures regarding directors and executive officers, security ownership, transactions with management, and delinquent filers of Forms 3, 4, and 5
• The executive compensation disclosures, required tables and graphs, preparation tips, reduced disclosures for companies that qualify for the small business reporting system
• Use of summary annual report to shareholders - how it affects the proxy statement
• The new equity compensation plan disclosure proposal

3:15 - 4:00 pm 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 under Section 16
• Forms 3, 4 and 5
• The short-swing trading restrictions under Section 16

4:00 - 4:30 pm Current Activity at the SEC
• The Commission's current projects - proposed rules that may affect your filings this year and next
• Writing your filings in "plain English"
• New Staff Accounting Bulletins and new Staff Legal Bulletins
• The SEC's electronic filing system - what is new on EDGAR