Form 10-K: A Hands-On Workshop Webinar

To provide accountants and other financial professionals with a detailed knowledge of how to complete Form 10-K. Participants will gain practical experience by working through examples of actual 10-Ks on an item-by-item basis.

• Benefits of the registrant category “smaller reporting company”
• Regulations S-K and S-X
• Detailed review of each 10-K item, specifically:
  – Items 1: Business; and 1A: Risk factors
  – Item 1B: Unresolved SEC staff comments
  – Item 2: Properties
  – Items 3: Legal proceedings; and 4: Mine safety disclosures
  – Item 5: Market for common equity and stockholder matters
  – Item 6: Selected financial data
  – Item 7: MD&A of financial condition and results of operations
  – Item 7A: Quantitative/qualitative disclosures – market risk
  – Item 8: Financial statements and supplementary data
  – Item 9: Changes and disagreements with accountants on financial information and disclosures
  – Items 9A and 9A(T): Controls and procedures; and 9B: Other information
  – Item 10: Directors, executive officers and corporate governance
  – Item 11: Executive compensation
  – Item 12: Security ownership of certain beneficial owners and management
  – Item 13: Certain relationships and related transactions and director independence
  – Items 14: Principal accounting fees/services; and 15: Exhibits
• CEO and CFO certifications and complying with Sarbanes-Oxley

To provide accountants and other financial professionals with a detailed knowledge of how to complete Form 10-K. Participants will gain practical experience by working through examples of actual 10-Ks on an item-by-item basis.

DETAILED LEARNING OBJECTIVES

• Understand the origin and authority of the SEC under federal securities laws

• Identify the structure and leadership of the SEC

• Describe the roles of key SEC divisions in reviewing filings

• Recognize the SEC’s relationship with standard-setting bodies like the FASB

• Explain the purpose of a Wells Notice in the SEC enforcement process

• Distinguish the registration requirements under different sections of the Exchange Act

• Know the circumstances and form used for suspending reporting obligations

• Identify the responsibilities of the Division of Enforcement

• Understand shareholder thresholds for Exchange Act reporting obligations

• Recall the number and function of SEC regional offices

• Define the criteria for Large Accelerated, Accelerated, and Smaller Reporting Companies

• Determine filing thresholds for Emerging Growth Companies

• Identify public float and revenue limits for Smaller Reporting Company status

• Understand the use and content of Form 10-K

• Recognize the appropriate forms for registration termination

• Recall financial statement requirements under Regulation S-X Article 3

• Identify the financial reporting provisions specific to Smaller Reporting Companies

• Understand the significance of the investment, asset, and income tests for subsidiaries

• Describe the interim reporting requirements under Regulation S-X Article 10

• Recognize disclosure items under Regulation S-K Items 101 through 105

• Understand the purpose and format of Risk Factor disclosures

• Identify the required content in Items 5 through 7A of Form 10-K

• Explain the objectives and components of MD&A disclosures

• Distinguish between qualitative and quantitative market risk disclosures

• Describe the SEC’s comment letter process and timing of EDGAR releases

• Benefits of the registrant category “smaller reporting company”
• Regulations S-K and S-X
• Detailed review of each 10-K item, specifically:
  – Items 1: Business; and 1A: Risk factors
  – Item 1B: Unresolved SEC staff comments
  – Item 2: Properties
  – Items 3: Legal proceedings; and 4: Mine safety disclosures
  – Item 5: Market for common equity and stockholder matters
  – Item 6: Selected financial data
  – Item 7: MD&A of financial condition and results of operations
  – Item 7A: Quantitative/qualitative disclosures – market risk
  – Item 8: Financial statements and supplementary data
  – Item 9: Changes and disagreements with accountants on financial information and disclosures
  – Items 9A and 9A(T): Controls and procedures; and 9B: Other information
  – Item 10: Directors, executive officers and corporate governance
  – Item 11: Executive compensation
  – Item 12: Security ownership of certain beneficial owners and management
  – Item 13: Certain relationships and related transactions and director independence
  – Items 14: Principal accounting fees/services; and 15: Exhibits
• CEO and CFO certifications and complying with Sarbanes-Oxley