Best practices to ensure XBRL accuracy and a successful SEC filing processPresented By:

Liam Power, President

Elliot Goldstein, Divisional VP

September 14, 2014

Overview

Who is Vintage

Limited liability and common errors

SEC observations

Best practices and recommended XBRL review tools

Vintage services

Vintage is a new breed and our own niche

Vintage is a division of PR Newswire

Vintage is a full service financial printing and regulatory compliance solution that provides a comprehensive suite of services for public companies, investment banks, private equity firms, attorneys and investors

Vintage is the first intelligent value option in the industry … via drawing on the best people, facilities, technology and service to make the

filing and regulatory compliance and shareholder communications process as efficient, transparent and painless as possible

Vintage by the numbers

Over 20,000 filings processed YTD across three practice areas (Capital Markets, Corporate Services and Institutional & Fund Services)

Processed over 9,000 XBRL filings since August 2011

Over 230 initial capital market transactions filed YTD (IPOs, mergers etc.)

Top filing agent for Israeli and Chinese Form 20-F filings

Only provider to offer a unique bundle of Invertor Relations and Compliance services at flexible pricing levels

Notable Customers

XBRL Limited Liability: Now that it is expired, what new steps are being taken?

For most companies, this expiration is after one full year of detailed XBRL tagging has taken place. XBRL filings are then Filed vs Furnished.

Registrants are aware of their liability and are becoming more educated. Some registrants who previously did cursory or no review are now doing more thorough review work.

There is an increase in auditor involvement, by both internal and external auditors.  Many clients will not file without auditor approval or engage auditors to perform “agreed upon procedures” promulgated by the AICPA. There is still no requirement for the XBRL data to be audited. 

Common Issues with XBRL

According to XBRL US there are two kinds of errors: Accounting logic errors – relatively easily to fix using software and more careful review

Incorrect concept selection and inappropriate extensions – need to use accounting judgment and/or external review by independent auditor and expert accountants.

From the XBRL US website, the top five most common accounting logic errors (representing 75% of all errors) are: Invalid Axis/Member Combination

Negated Labels

Incorrect date

Required Value that is not reported

Value reported for a concept appears unreasonably large or small

Common errors

Invalid members Negated Values

Source: XBRL US http://quality.xbrl.us/statistics.html

Common errors

Unreasonably large or smallIncorrect Dates

Source: XBRL US http://quality.xbrl.us/statistics.html

SEC Observations

Format of the statements: tag the data, not the presentation Many new filers ask if the rendered version of the XBRL financial statements needs to look

exactly the same as the HTML financial statements.

The answer is no. Filers should concentrate on the quality of the tagging rather than trying to match the rendering of the XBRL exactly to the HTML filing. Furthermore, filers should not create custom elements or use incorrect dates in their contexts just to achieve specific rendering results.

Negative Values: although numbers shown in the HTML attachments of an EDGAR submission may be presented as negative, they should almost always be entered as positive numbers in the XBRL instance attachment

http://www.sec.gov/spotlight/xbrl/staff-review-observations-121311.shtml

SEC Observations

Staff observed over use of extension elements, in particular by smaller filers. Observed a strong correlation between third-party provider selection and exhibits with high custom tag rates

Smaller filers currently have an average custom tag rate almost 50% greater than that of larger filers

http://www.sec.gov/dera/reportspubs/assessment-custom-tag-rates-xbrl.html#.U_-az8VdV8E

SEC letters regarding XBRL requirement to include calculation relationships

The SEC has issued letters concerning missing calculations. http://www.sec.gov/divisions/corpfin/guidance/xbrl-calculation-0714.htm

July 2014NameChief Financial OfficerXYZ Corporation

Dear [ ]:As you know, our rules require that you file an exhibit to certain of your filings that includes your financial information in eXtensible Business Reporting Language. Our rules also require that you include calculation relationships for certain contributing line item elements for your financial statements and related footnotes. Through our selective review, we have noticed that your filing does not include all required calculation relationships.

Acceptance of your filing by EDGAR does not mean that your filing is complete or in compliance with the Commission's requirements. We ask that you, in preparing your required exhibit with XBRL data, take the necessary steps to ensure that you are including all required calculation relationships. Please refer to Chapter 6, specifically Sections 6.14 and 6.15, of the EDGAR Filer Manual for information about this requirement. You may find other guidance relating to your structured data filing requirements on the SEC web site at http://xbrl.sec.gov/.

Please contact the Ask OID Help Desk at (202) 551-5494 with any questions you have about your structured data filing requirements.

Best Practices for a Successful Filing

Establish an agreed timeline (internally, with your auditor and with your vendor)

Allow multiple opportunities for:

review, comment, change requests

collaboration with stakeholders

Address the bulk of tag selections during the initial rounds

Initial documents needed as format is more important than content (not necessary to provide current period numbers)

Utilize available software tools and reviewer guides

Best practice is to build a timeline that allows a day for final review prior to filing your report with the SEC

Vintage XOR – XBRL Online Review Tool

XOR offers a superior XBRL viewer that incorporates visual cues such as icons to highlight extension tags, negated elements, calculation errors and much more.

All calculations easily visible for review Components of the calculations

available Can identify whether calculations foot

properly Threaded commenting Collaborative tagging approval Reports that include Calculations,

Extensions, Negations, and Units Taxonomy search

Comment Box appears for tracked discussion between Preparers and Reviewers

Green check marks clearly indicate proper calculations

XBRL properties appear in separate window when clicking on a line item.

XBRL rendering mimics SEC rendering for more comfortable presentation and review

Orange icon indicates a negated label

Additional review tools to help ensure XBRL accuracy

XBRL.US Consistency SuiteResearch how the taxonomy is used by filers, nearly 90,000 filings, updated in real time. The Consistency Suite Checks runs over 12,000 tests Detects errors Warnings Informational

items Recommend clients use for internal review

Additional review tools to help ensure XBRL accuracy

There are many tools and standards within the XBRL community that one can use to check and review the XBRL file

They include, but are not limited to:

Corefiling’s Magnify

XBRL.US consistency Suite

XBRL Cloud

SEC EDGAR Filing Manual

Each of these bodies sets different standards when running their reports.

XBRL Websites and Helpful Links

Securities and Exchange Commission The SEC XBRL web page for XBRL can be found here: http://xbrl.sec.gov/

XBRL.US Website http://xbrl.us/Pages/default.aspx

Workshops & best practices http://xbrl.us/research/Pages/BestPractices.aspx

The Financial Accounting Standards Board (FASB) http://www.fasb.org/jsp/FASB/Page/SectionPage?cid=1176160582432

 FASB has published guides for ASU Taxonomy Changes, XBRL Implementation Guides, FAQ and Taxonomy Release documentation 

Why Vintage?

Available when you need us Vintage is staffed 24 hours a day, 7 days a week; all year round. Vintage never closes

Experience Vintage production managers, EDGAR, XBRL, and typesetting operators have background from major

financial print shops, law firms, and investment banks. Most of Vintage’s EDGAR operators have more than 10 years of experience; Vintage typesetting staff have 15 to 20 years of experience.

Transparent pricing Vintage does not charge rush fees or weekend rates

Fast and accurate service Vintage’s robust service platform is streamlined and efficient. Vintage understands nothing

is more important than returning your proof both accurately and fast.

fleXBRL Flexible XBRL solutions:

One size does not fit all Flexible solutions that best match your company’s complexity

Vintage does the edits and tagging Client does edits and tagging Vintage does tagging, client does edits

Speed and Workflow Flexibility:

Complete professional tagging and process support Last minute edits to your financial statements

Recommend Vintage does the edits and tagging for 20-F clients

“I just wanted to touch base with you regarding our first quarter of XBRL with Vintage.  Thank you all for a smooth transition, especially on such short notice”

“Thank you, and as always I have enjoyed the delightful ease of working with you!”

“And a personal thank you to you for all your help with everything!  You are a great person to work with and we greatly appreciate all your hard work for us to have a successful filing.”

Services

EDGAR

XBRL

Typesetting

Virtual Data Room

Full service financial print

Transactions – including drafting sessions in any location

And all of the IR Services offered by PR Newswire

Vintage Client

Thank you

www.thevintagegroup.com