An intensive, practical, two-day workshop also focusing on:
- Reg. S-X, Reg. S-K and SEC Reporting Requirements and Deadlines
- How the SEC is Organized and How to Deal with the SEC Staff
- Effective SEC Research to Avoid Problems
- SEC Hot Buttons and Recent Enforcement Actions
- How to Address SEC Comment Letters
- MD&A including Pro Forma, Uncertainties and Safe Harbor Guidance
- Form 8-K and Related Pitfalls to Avoid
- Sarbanes – Oxley Act’s Impact on SEC Reporting
- How to Properly Complete All Items on Form 10K, 10Q and 8K
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Updated Topics Also Include:
- New CD&A (Compensation Discussion & Analysis) Disclosure Rules
- New SEC Requirements for Disclosing Controls and Procedures
- Latest MD&A Guidance from the SEC - FR 72
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Especially designed for accountants, auditors
and financial professionals
Perfect for both beginners and seasoned professionals
who want an update and state-of-the-art review
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Overview of Securities Laws and the Commission
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- Securities Act of 1933 - Registration
- Securities Exchange Act of 1934 – Periodic Reporting
- Organizational Structure of the SEC
- The SEC’s Integrated Disclosure System: Regulation S-K, S-B and S-X
- Registrant Reporting Requirements
- Forms, deadlines, timeframes and exemptions from requirements
- New due dates for reports
- Recent SEC Rulemaking and New Developments
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How to Conduct Research: SEC Guidelines, Rules and Regulations
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- Review of WG&L’s SEC Guidelines, 2007 Edition (NOTE: NCCE will provide this book to each attendee FREE – a $150 value!)
- Codification of Reporting Policies
- SEC Staff Accounting Bulletins
- SEC Staff Legal Bulletins
- Researching SEC Problems-Case Studies
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Understanding Regulation S-X (Financial Statements)
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- Definitions
- Qualifications and Reports of Accountants
- Communication with Audit Committees
- General Instructions
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Understanding Regulation S-K (All disclosures not addressed by S-X)
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- Encouragement of Projections
- Use of non-GAAP Financial Measures
- Description of Business (§229.101)
- Description of Properties (§229.102)
- Legal Proceedings (§229.103)
- Securities of Registrant (§229.201;701)
- Financial Information (§229.301)
- Management’s Discussion and Analysis of Financial Condition and Results of Operations (§229.303)
- Liquidity
- Capital resources
- Results of operations
- Off-balance sheet arrangements
- Tabular disclosure of contractual obligations
- Safe harbor - Avoiding SEC enforcement actions, liability of officers and experts
- Changes in and Disagreements with Accountants (§229.304-b)
- Quantitative and Qualitative Disclosures about Market Risk (§229.305)
- Disclosure Controls and Procedures
- Internal Control Over Financial reporting
- Directors, Executive Officers, Promoters and Control Persons (§229.401-407)
- Executive Compensation (§229.402)
- Security Ownership of Certain Beneficial Owners and Management (§229.403)
- Certain Relationships and Related Transactions (§229.404, 407)
- Description of Risk Factors, Unresolved Staff Comments
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Form 10-K Preparation and Examples: Comprehensive Workshop
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- Recap of Form 10-K Requirements
- Relationship of 10-K to Annual Report and Proxy Statement
- Facing Page and General Instructions
- Part I
- Business (Form 10-K, Item #1)
- Risk Factors (Form 10-K, Item #1A)
- Unresolved Staff Comments (Form 10-K, Item #1B)
- Properties (Form 10-K, Item #2)
- Legal Proceedings (Item #3)
- Submission of Matters to a Vote of Security Holders (Item #4)
- Part II
- Market for Registrant’s Common Equity and Related Stockholder Matters (Form 10-K, Item #5)
- Selected Financial Data (Item #6)
- Management’s Discussion and Analysis (Form 10-K, Item #7)
- Presentation
- Focus and content
- Materiality
- Trends and uncertainties
- Analysis of pro forma information
- Voluntary vs. mandatory forward-looking information
- Pro forma earnings – Reg. G and S-K Item #10
- Check list for MD&A – Who does what?
- The SEC’s latest MD&A Guidance – FR 72
- Quantitative and Qualitative Disclosures about Market Risk (Form 10-K, Item #7A)
- Financial Statements and Supplementary Data (Item #8)
- Changes in and Disagreements with Auditors (Item #9)
- Controls and Procedures (Form 10-K, Item #9A)
- Other Information (Form 10-K, Item #9B)
- Part III
- Directors and Executive Officers (Form 10-K, Item #10)
- Executive Compensation (Form 10-K, Item #11)
- Security Ownership of Certain Beneficial Owners and Management (Form 10-K, Item #12)
- Transactions (Item #13)
- Principal Accountant Fees and Services (Form 10-K, Item #14)
- Part IV - Exhibits and Financial Statement Schedules (Item #15)
- CEO and CFO 302 and 906 Certifications and Examples
- Controversial and Frequently Missed Items
- Disclosure Controls
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Form 10-Q Preparation
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- Facing Page and General Instructions
- Part I: Financial Information
- Condensing the Statements
- Footnote Requirements
- Part II: Other Information – MD&A and Non-Financial Information
- The Required SAS 100 Review
- Examples
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Form 10-KSB and 10-QSB for Small Business Issuers
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- Overview, How to Qualify and Advantages
- Examples
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Form 8-K Triggers and Examples
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- Filing Requirements and Triggers
- Walk-Through of the Various Items
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Proxy Statement Requirements
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- Form Disclosure Requirements and Preparation Tips
- The SEC’s NEW Executive Compensation Disclosure Requirements
- Examples
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Addressing SEC Comment Letters
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- SEC’s Review Requirements
- First Steps Upon Receiving a Comment Letter: Who, What, When, Why
- Communications with SEC Staff
- Examples
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SEC Hot Buttons
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- Recent Enforcement Actions
- SEC’s Voluntary Program for Interactive Data (XBRL)
- Recent SEC Speeches and How They Are Likely To Impact Us
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CPE Credits...
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This seminar is recommended for 8 hours of Accounting and 8 hours of Auditing credit for a total of 16 CPE hours.
The National Center for Continuing Education is registered with the National Association of State Boards of Accountancy (NASBA), as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417. Visit the NASBA web site at www.nasba.org.
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This seminar is ideal for accountants, auditors and financial professionals who need to master SEC reporting skills. Included in this group are:
- CFO’s, Treasurers, Controllers and accounting staff
- Auditors: Internal and Independent
- Financial VPs., Directors, Managers, Analysts and staff
- Board Members, Audit Committee Members, Compliance Officers
- Securities Regulators and Government Finance Officials
- Corporate Counsel and Staff
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Seminar Prerequisites
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Course Level: Intermediate
Prerequisites: None
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If you have a group of 14 or more employees who want to upgrade their SEC reporting knowledge, then NCCE’s customized training is the cost effective solution for your organization. Bring SEC Reporting Skills “Hands-On” Workshop in-house and insure that your staff has the up-to-date technical skills, knowledge and training they need on SEC reporting. NCCE’s in-house seminar clients include: Hewlett-Packard; Oracle; Harley-Davidson; Stanley Tools; General Mills and Deloitte & Touche.
For more information or to schedule a custom in-house program, e-mail NCCE at contact@nccetraining.com or telephone 800-635-9615.
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