EDGAR filing conversion tips and shortcuts

SEC’s Latest XBRL Action Explained

Publisher: FEI Daily
Author: Edith Orenstein
 

The U.S. Securities and Exchange Commission recently issued a ‘Dear CFO’ Letter earlier this month, addressed to “certain public companies regarding their reports on Form 10-Q and the XBRL requirement to include calculation relationships.”

XBRL-US, an organization that has leaded the push towards digitization of financial information, assisted the SEC in translating their requirements into plain English, and provided context for those requirements.

Below is an excerpt of an interview with Campbell Pryde, President of XBRL-US: it details the issue of calculation relationship information and how it causes problems for XBRL quality in SEC filings.

Campbell Pryde: Today, if you’re looking at a financial statement, just the regular, good old, paper-based, or HTML financial statement, the way that the data’s presented in it, it presents a number of calculations. For example, in a paper presentation, let’s say you have cash, accounts receivable, inventory and you have a line under the last one, a total of all three, and you have total current assets.

Once you take this data, and then you put it into XBRL, it becomes atomized, so you’re going to have four distinct pieces of data there: total current assets, inventory, accounts receivable, and cash. But once you’ve tagged that data for purposes of XBRL, the information is lost to indicate that the first three things add up to current assets, unless you include, what is referred to in XBRL, as the ‘calculation relationship.’

In the paper filing, the calculation of the three items adding to the fourth, is implied in the paper filing by the manner of presentation, i.e. by a single line after the bottom item, or a double underline under a total.

To capture that in XBRL, e.g., to explain that cash, plus accounts receivable, plus inventory, is equal to total current assets, or that ‘this plus this plus this plus this equals that,’ is called the calculation relationship.

FEI Daily: Why do you believe the SEC may be focusing on this now? How prevalent do you think this problem of companies failing to provide calculation relationship information is in their XBRL filings?

Pryde: The problem has been, someone has reported these full facts in their HTML filing, it’s kind of clear the way it’s presented, that those three things add to this total. But when the file was filed, they just haven’t put in the fact that those three things add to the total current assets. So that’s what they’re talking about there.

FEI Daily: Is there a way to almost force the total in a sense just like you can on, say on an Excel spreadsheet, if you can force the total in, rather than thru a formula?
Campbell Pryde: Yes.  The problem is that companies just do not define what the calculation is. The existing SEC rules are here: you need to put this formula, or in more general terms, calculations relationships, in your XBRL filings.

FEI Daily: And is this one of the errors that you find using the consistency suite?

Pryde: Yes. We check for things that we would expect a calculation to exist for. For example, If you have current assets, we’d expect you to define a calculation for it. If you have net income, you should be putting a formula in for how you got to net income. Then there are going to be other elements that you are not going to have a formula for, one-off things, that you are not going to have a calculation or formula for, like your discount rate on pensions.

The other thing we see is where the calculation doesn’t work, the total is inconsistent with the formula, so they leave the calculation out. And that usually happens when companies have entered the value incorrectly.

That’s why the SEC wants people to put the calculation relationship in, because it helps to double check the filing.

For full access to the rest of the interview, please click here.

By : Securex /July 21, 2014 /Compliance, EDGAR filing conversion tips and shortcuts, EDGAR XBRL, SEC News and Public Statement, XBRL Blogs /0 Comment Read More

Electronic filing of Municipal Advisor Registration on SEC Form MA now required

Starting Tuesday, July 1st, 2014, the Dodd Frank required Municipal Advisor Form (Form MA) must be electronically filed using the SEC’s EDGARLink Online form filing site.

All municipal advisor forms must be Live filed. The SEC system does not permit test filings of Form MA. Currently, the SEC approximates that close to 1,200 firms and 22,000 individuals will register as municipal advisors using Form MA.

Moving forward, municipal advisor registrants will be required to file Form MA annually within 90 days after the end of that advisor’s fiscal year or the end of the calendar year for a sole proprietor.

Need Assistance? Securex can prepare and file Form MA ((MA, MA-A, MA/A, MA-I, MA-I/A, MA-NR and MA-W). Please contact us for more information.

For additional information, forms, deadlines, and links to resources, please refer to here.

By : Securex /July 02, 2014 /Compliance, EDGAR filing conversion tips and shortcuts, General EDGAR filing, Municipal Bond Blogs, Securites Law /0 Comment Read More

Build Support for Your Shareholder Resolutions by Posting on SEC EDGAR

Filing a Notice of Exempt Solicitation via Form PX14A6G

By Rob Berridge, Ceres

Background

To build support for shareholder resolutions, some investors post information to the Securities and Exchange Commission’s (SEC’s) EDGAR database, which is followed by mainstream financial analysts, among many other members of the investment industry. Therefore, this may be an important way to help build the vote for your resolution.

A commonly posted item is a rebuttal to a company’s opposition statement to a shareholder resolution. This same text might also be used as a memo submitted to the proxy advisory firms.

The proxy advisory firm ISS recently told our group of investors that ISS is not automatically informed of resolution-related EDGAR postings, and they requested that investors send EDGAR postings directly to ISS so they are in the loop.

Various vendors assist investors with EDGAR postings. The instructions below are based on information provided by one vendor – Securex Filings.

How To Post

Each filing organization needs SEC-issued Filer Codes. Once obtained, the CIK number is used for all your organizations filings regardless of the subject company the filing is for. Your organization may already have one. To search the SEC database click here. If not, Securex can help you get one — you would need to complete a Form ID and have it notarized. The SEC states it takes up to 3 business days to issue filer codes although Securex can usually obtain codes within 24 hours. You will receive 4 codes associated with your CIK. The passwords are for various interactions you might have with the SEC.

Once you have your SEC Filer Codes, you just write a letter using Microsoft Word and submit it to Securex along with your CIK and CCC numbers. There is no word limit on your posting. However, the example we provide from Walden (in the March 21st SICS materials) makes powerful arguments succinctly.

Securex converts your letter into a format necessary for posting to EDGAR. This is sometimes referred to as ‘EDGARizing’ your document. Once converted, Securex sends you a proof of the EDGARized document. Changes, if required, may be hand marked and submitted to Securex for processing. Once approved for filing, you complete a cover sheet they provide, sign it and send it back to them so that Securex may transmit the filing to the SEC on your behalf.

Securex has no hidden fees unlike some competitors. They serve investors of a variety of sizes and claim to be less expensive than the firms that focus on serving the largest investors. A web search will reveal other vendors you might consider using. 

Additional examples of Exempt Solicitation filings submitted in 2012 and 2013 are available on the SEC website

For questions, the Securex toll-free # is: 877-732-3453

You can ask for Alexander. His extension is 7011.

One part of the Securex web site that might help be helpful is: How To EDGAR And File Your Documents

To submit the text yourself (without a vendor such as Securex) you would need to purchase EDGARizing software that converts the documents into a format accepted by the SEC EDGAR system, according to Alex.

By : Securex /March 25, 2014 /Compliance, EDGAR filing conversion tips and shortcuts, Securites Law /0 Comment Read More

Marketforms.com releases new Section 16 filing features in latest release

With the release of the latest version of Marketforms, clients are now able to file their Section 16 reports even faster than before with the following new features:

  • Auto calculation of Post-transaction holding amounts
  • Tracking of Reporting Owner balances
  • Scheduled filings for automated and bulk submissions to EDGAR

Marketforms, a Section 16 filing service offered by Securex Filings, is the easiest way to file SEC Section 16 filings (Forms 3, 4 and 5). To take a look for yourself you can view our brief video demonstration.

To view the full list of Marketforms features and pricing information, please download our brochure.

 
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By : Securex /October 25, 2012 /EDGAR filing conversion tips and shortcuts, General EDGAR filing, Marketforms.com, SEC Forms, Section 16 Filings /0 Comment Read More

“Municipal Advisor” Applicant Type added to SEC Form ID Application

The SEC has added an additional Applicant Type, ‘Municipal Advisor,’ when completing the process to apply for SEC EDGAR Filer Access.

Filers may prepare and submit their Form ID applications directly through the Online EDGAR Filing website. As always, Securex is here to assist you in successfully meeting your filing requirements. Feel free to contact the Securex EDGAR filing team if you have any questions or if you require assistance with your filings. For Municipal Advisors that require assistance with the Form ID process please download our SEC Form ID Worksheet (Word format): Securex Form ID Worksheet and contact us at 877-SEC-FILE (877-732-3453).

By : Securex /December 01, 2011 /EDGAR filing conversion tips and shortcuts, General EDGAR filing, Marketforms.com, SEC EDGAR Filer Codes, SEC Forms /0 Comment Read More

EDGAR Hours of Operation

We often receive questions about EDGAR filing deadlines and the cut off to receive same day date stamps on filings.

The following is a summary of general EDGAR hours of operation:

The EDGAR system hours of operation for submitting files are 6:00am to 10:00pm Eastern Time, weekdays, excluding Federal Holidays.  EDGAR filings must occur by 5:30pm ET (when the SEC officially ends its business day) to receive the same-day filing date. Filings submitted between 5:30pm and 10pm will receive the next business day’s date.

Three types of filings are not subject to the 5:30 p.m. cutoff and will receive a filing date identical to the received date up to 10 p.m.  These three exceptions are:

  • Section 16 beneficial ownership reports on Forms 3, 4 and 5; and
  • correspondence filings (e.g., comment response letters and requests for acceleration of effectiveness).

A list of common SEC filing deadlines is available at https://www.securexfilings.com/securex-calendar-and-filing-tools/

 

By : Securex /September 28, 2011 /EDGAR filing conversion tips and shortcuts, General EDGAR filing, Marketforms.com, SEC EDGAR Filing Deadlines, SEC Forms /0 Comment Read More

Marketforms – The simplest way to file Section 16 Forms 3, 4 and 5

Marketforms.com is the newest EDGAR related service offered by Securex to assist public company executives and shareholders with their SEC reporting requirements.

Using a secure, web-based solution, clients are now able to complete, review and file Section 16 report (Forms 3, 4 and 5) securely online in minutes all within an environment that is familiar and easy to navigate.

Marketforms.com is the easiest way to file your Section 16 filings. We are the only solution in the industry that looks like the actual SEC filing so whether you are a first time filer or an experienced filing agent, our site is simple and easy to use while ensuring you submit EDGAR compliant data.

Our features include:

Real-time EDGAR validation: We tell you if a non-Edgar compliant entry has been made as soon as its entered with our patent pending real time validation engine.

Advanced footnote manager: Footnotes can be complicated. Not if you’re using marketforms.com. Our footnote manager makes adding, editing, deleting and re-ordering your footnotes a breeze.

Time saving clone feature: Do you have multiple derivative or non-derivative entries that are similar? Simply enter the first one, click on “Clone Row” and we’ll copy that row as many times as you require. Then simply edit the fields that haV changed. Simple and fast.

Dashboard: Our dashboard lets you view of all of your outstanding filings making it easy for you to know whether your filing is EDGAR compliant and even simpler for you to edit, download, Test or Live file your submissions.

No contracts:

We offer two forms of pricing. No contracts to sign, no minimums. Cancel at any time.

Visit www.marketforms.com for more information or to schedule a live demo.

Additional information available at: www.securexfilings.com/section-16-filings/

By : Securex /September 22, 2011 /EDGAR filing conversion tips and shortcuts, Marketforms.com, SEC Forms /0 Comment Read More

Marketforms.com New way to file Section 16 reports

Marketforms.com, is changing the way  SEC Section 16 forms are filed.

During our last stage of private testing, we are are looking for filers that would like  a free 30 day trial in exchange for feedback on the usability of marketforms.com. Please email us if you are interested in filing Section 16 reports faster and easier than anything you have used before.

By : Securex /July 14, 2011 /EDGAR filing conversion tips and shortcuts, General EDGAR filing, Marketforms.com, SEC Forms /0 Comment Read More

EDGARLink Software being retired by the SEC August 1st

EDGARLink Retirement!!

EDGARLink is moving on-line!! In November 2010, we introduced the new EDGARLink Online Application, an on-line version of the tool that filers use to create their submission documents to be filed with the SEC. This new on-line version has more immediate validation, more user friendly help screens, and eliminates the need for the filer to be concerned with keeping local software and templates up to date. With the introduction of our totally on-line version of EDGARLink, it is time to retire our old client version of the software. The SEC has selected the month of August to turn off the old client EDGARLink tool and accept filings through the EDGARLink Online Application only. Starting Monday, August 1, 2011, filings created by the offline tool EDGARLink client or those constructed by filers according to the EDGAR XFDL Technical Specification will no longer be accepted.

Those filers that use the EDGAR XFDL Technical Specification to create filer-constructed submissions without the use of the EDGARLink tool, and wish to do the same outside of the EDGARLink Online Application, can do so by using the EDGARLink Online XML Technical Specification (see the EDGAR Filer Manual and Technical Specifications section of the Information for EDGAR Filers webpage).

Filers may use the current Filer Support lines (202-551-8900) for assistance.

By : Securex /July 14, 2011 /EDGAR filing conversion tips and shortcuts, General EDGAR filing, SEC News and Public Statement /0 Comment Read More

Release of EDGAR 9.17 means enhanced XBRL validation

The SEC announced plans to update the EDGAR system on September 28, 2009.

The update will include expanded technical requirements used to validate Interactive Data File (XBRL) files. The new validation process means XBRL files containing technical errors that were previously accepted by EDGAR may now be rejected. It is recommended that companies make plans to finalize XBRL exhibits long before filing deadlines to ensure they are compliant and able to file their reports.

To read the release, click here.

By : Securex /August 21, 2009 /EDGAR filing conversion tips and shortcuts, EDGAR XBRL, General EDGAR filing, SEC News and Public Statement /0 Comment Read More