Form 10-K: A Hands-On Workshop Self-Study Webinar
Overview
Form 10-K is the major year-end reporting process for companies filing an annual report with the SEC. Current requirements make it crucial to fully understand the legal, accounting and disclosure rules. Using recent 10-Ks filed with the SEC, this self-study webinar will give you the ability to:
- Master the Form 10-K process
- Understand the SEC’s Smaller Reporting Company System
- Stay updated on the SEC’s disclosure guidance
- Avoid SEC triggers for comments and regulatory actions
Objective
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
Emphasis
- 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