Category Archives: XBRL

Forget about compliance. For investor relations, XBRL is about communications.

XBRL data is shaping the future of the capital markets – just no one knew it.

Since 2009, the capital markets / investor relations industry has been waiting for the broad, universal and simultaneous adoption of XBRL, the “machine-readable” code that underlies SEC forms 10-Q and 10-K. That’s not going to happen – at least not as a Big Bang.

What is happening, in a more Darwinian manner, is that is XBRL has quietly worked its way into the daily dataflow of thousands of investors – in the quantitative trading platforms built by extremely smart people: engineer predictive-modeling-data smart, not Wall Street speculative-gut-reaction smart. Websites like QUANDL.com and DIYquants.com are two of the data hubs for quantitative trading developers.

The best allegory I’ve read is to compare investing with the weather. Legacy Wall Street is still largely based on experience: they can look up in the sky and make a trade decision – like a sheep herder who has worked the same hillside for years. A “Quant” (quantitative trader) is more like a meteorologist. They work computer-based statistical analysis strategies to execute trades when certain data-driven conditions are met.

 

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Today, at many companies, IR and SEC reporting live separate, but equal lives.

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XBRL is the delivery mechanism of your earnings announcement. It’s the earnings call for Quants.

Quants are not on your quarterly conference call, listening to your CEO’s earnings narrative. So, how are Quants receiving your earnings narrative? Directly from you via your XBRL filings. This is why we have our continual hissy-fit blog posts about XBRL quality. Forget about compliance. For investor relations, XBRL is about communications.

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Quants need to have the same level of IR oversight as any buy-side analyst

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With the explosion of Quants and the equally aggressive Fintech industry, investor relations teams now need to reach a growing investor base that will not ever respond to traditional, narrative-based investor relations. For Quants, XBRL is the narrative – and if the XBRL has errors that corrupts their models, the narrative is not communicated and they’ll bypass that stock.

We counsel clients that a better moniker for building relationships with Quants is financial communications rather than shareholder communications. There is no denying that, looking forward in our Big Data world, the vocabulary of financial communications is XBRL. IR needs to double-check that your company is speaking in that tongue correctly.

Forget about compliance. For investor relations, XBRL is about communications. Get involved. Ask your SEC reporting team for a recap of the most recent filing.

The SEC suggests redefining “smaller” to reduce filing burden for some issuers

alpahabetThe SEC has proposed an updated change regarding the definition and subsequent qualification of a SRC: smaller reporting company. 

Today, US issuers qualify as a SRC if they either 1.) have a public float of less than $75 million or 2.) for issuers without a public float, annual revenues of less than $50 million.

The benefit of being a SRC company is a lighter disclosure burden under Regulation S-K and Regulation S-X including only having to disclose two years of audited financial statements and zero Compensation Discussion & Analysis reporting responsibility.

The new update would allow issuers to be re-classified as a SRC if they have 1.) a public float of less than $250 million or 2.) for companies without a public float, annual revenues of less than $100 million.

The updates are projected to reduce the work burden and costs for reporting (while still protecting investors) for close to 800 current non-SRC issuers… about 11% of all SEC reporting issuers.

One point: issuers with more than $75 million in public float, even if reclassified as a SRC, are still accelerated filers. Their 10-Q and 10-K filings deadlines do not change nor does their Sarbanes-Oxley 404 auditor verification reporting. Also, a SDC is still required to file XBRL our team will assist in keep those fees low and accuracy high.

If all that is not confusing enough, a SRC can also be an EGC which may be not have SOX responsibilities. For sure, talk to your SEC lawyer, PDQ. You know… CYA.

Comments on the proposed rules are due August 30, 2016.

I cannot not post about double negatives and XBRL

Last week, the SEC issued an “announcement,” regarding the ongoing issue of labeling negative values in XBRL files. Their post, below, is a little vague in its purpose – sort of the regulatory equivalent of the poopy emoji. The recipient is not quite sure if they’re in trouble or not. Well, you’re not in trouble, however the SEC’s next step, if you’re reporting team does not heed this, may be an official CFO letter. Frowny face emoji.

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Here is what is happening:

Think of XBRL “tagging” as the underlying code BENEATH the visual “spreadsheet” representation of your financials. What the SEC is seeing, quarter after quarter after quarter, is that companies are using “minus signs” or brackets in the XBRL to signify a negative number. No doubt this is human muscle-memory from years of working in MSExcel. The problem is, the number is also tagged as using a tag with a negated label within the underlying XBRL code. The result is that a double negative is created… which then calculates that number as a positive.

For clients that are working with a full-service XBRL agent, like Vintage, that mistake is generally found as we are a second and often a third pair of eyes. Where this double negative is slipping past is with companies that are 1.) self-filing using DIY SaaS platforms or 2.) working with very low-end (poor QA) agents.

It is important to note, poopy emoji aside, this SEC announcement is a warning. It’s also one of the first issues we undertook as a founding member of the XBRL US XBRL Data Quality Committee. XBRL quality is serious situation and your CFO and CEO are liable if the SEC wishes to steel up – which they are evolving to.

 

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XBRL Data Quality Committee’s validation rules decrease errors 64% in Q1 2016 SEC filings

The XBRL US Data Quality Committee (Vintage is a founding member, BTW!) announced that corporate filers reduced the number of errors in their XBRL filings (for the data covered by the Committee published rules) by 64 percent in Q1 2016 as compared to Q1 2015.

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To view results of the analysis: https://xbrl.us/data-quality/dqc-results/

“We’re very enthused by the results measured from the first full quarter of rule implementation,” said founding committee member Chase Bongirno, Senior Manager – XBRL, Vintage. “We’ve worked diligently with our clients to guide them, both tactically and conceptually, concerning the trickle-up importance of accuracy. There’s no broad adoption of the XBRL data without quality,” finished Chase. “Accuracy is not optional.”

The XBRL US Data Quality Committee rules are freely available and can be accessed on the XBRL US website or directly from Vintage’s XBRL team. When the rules identify a potential error, they provide detailed information on the potential error with guidance on how to correct it.  In addition, an explanation of each rule’s function is available in a PDF document.

FROM XBRL US ANNOUNCEMENT

“We’re pleased that we now have clear evidence that filers are actively embracing the new data quality rules. Greater consistency and quality in XBRL-formatted financials significantly improves investor access to financial data,” said Craig Lewis, Professor of Finance, Vanderbilt University, and former SEC Chief Economist.

The Data Quality Committee will publish a second release of guidance and validation rules for public comment shortly.

To access the rules: https://xbrl.us/data-quality/rules-guidance.

The XBRL US Center for Data Quality provides funding for the Data Quality Committee. In addition to Vintage’s founding-member status, members of the Center include our partners Certent and DataTracks.

Our XBRL team, lead by Chase, has always had a wonderfully stubborn, inflexibility towards quality. The “flex” in our successful fleXBRL program refers to which XBRL tag and review process best matches your reporting workflow!

fleXBRL program to adopt Inline XBRL

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Vintage’s flexible XBRL program matches the SEC’s regulatory initiative and an issuer’s workflow requirements

NEW YORK, JUNE 15, 2016 / PR Newswire / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced that both their fleXBRL regulatory program and their company’s dedication towards quality support the Securities and Exchange Commission’s new iXBRL initiative for public companies.

The Securities and Exchange Commission (SEC) announced on Monday that public companies now have the option to file their Forms 8-K, 10-Q, 10-K, 20-F and 40-F in a financial disclosure format known as Inline XBRL, also referred to as iXBRL. iXBRL is the merging of two distinctly different document formats – machine-readable XBRL and “people-readable” HTML into a single document. Currently, the SEC requires that corporate issuers file their financial reports with the SEC in both XBRL and HTML.

All Vintage clients will have the ability to file with iXBRL for the Q3 2016 filing season.

“The adoption of iXBRL has great potential to simplify the review process for our clients,” said Liam Power, President, Vintage. “Eliminating the duplicate tasks of reviewing, editing and approving the same financial information on two different documents is clearly the intelligent, next step in the evolution of structured data reporting and for our fleXBRL program. By design, our fleXBRL program adapts to meet the needs of our clients and of the SEC.”

Vintage fleXBRL is a leading reporting program that matches the internal workflow for companies of all market-cap and filing complexity:

  • fleXBRL Complete:Flexible XBRL tagging process between Vintage and client’s on-staff financial team. Our XBRL Dedicated Accountants execute taxonomy tagging process while clients have real-time web portal / Microsoft Office oversight to review, directly edit and submit both XBRL and associated HTML EDGAR files at any time up to filing deadline.
  • fleXBRL Command:100% self-serve web portal / Microsoft Office solution for companies with on-staff XBRL specialist(s).  XBRL and associated HTML EDGAR files can be submitted to the SEC at any time up to filing deadline.
  • fleXBRL Core:Traditional XBRL tagging and filing solution. All tagging, timeline management and final filing executed by Vintage XBRL specialists. Adherence to filing workflow timeline is essential.

Please CLICK HERE  for more information about fleXBRL.
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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites.

www.thevintagegroup.com

About PR Newswire

PR Newswire (www.prnewswire.com) is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region, and is a UBM plc company.http://www.prnewswire.com

Media Contact:

Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157

 

XBRL US certifies applications that successfully incorporate quality rules

smiley-face-thumbs-up-clipart-acqbqAzcMXBRL US announced that five companies have received certification for successfully incorporating the initial set of validation rules developed by the XBRL Data Quality Committee into their XBRL software applications that issuers use for preparing XBRL filings submitted to the Securities and Exchange Commission (SEC).

The Data Quality Committee, which is funded by the XBRL US Center for Data Quality, approved the first set of rules in November last year and plans to release the second set of rules in May for public exposure and comment.

Vintage is a founding member of the XBRL Data Quality Committee.

XBRL US has tested these software applications to confirm that the applications incorporate the current, complete set of XBRL Data Quality Committee validation rules and thus produce the expected results. Adherence to these rules help public company filers identify and correct errors in their XBRL filings prior to submission to the SEC.

DataTracks, the software application that is one key element of Vintage’s fleXBRL program, is among the first to be certified. This is a demonstrable illustration of our unwavering commitment and culture of quality within Vintage – as well as within the industry itself.

In addition to working with a certified application, reporting departments can run their filings through the rules themselves, free, at any time here.

Ease-of-use and Microsoft Office Integration Drives XBRL & Disclosure Management Solution for Public Companies

Vintage and Certent partnership keeps workflow streamlined for financial reporting departments 

NEW YORK, April 6, 2016 /PRNewswire//  Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, is pleased to announce its flexible XBRL tagging and filing solution, fleXBRL, has been further improved with the next generation Disclosure Management solutions from Certent.

vintage-certent-logoKey to this new advancement in XBRL workflow is Certent’s pioneering integration of Microsoft® Office into its software-as-a-service (SaaS) solution. Ease-of-use continues to be a compelling aspect of the platform.

“Keeping our clients working within their comfort zone, specifically within Microsoft Word® and Excel®, is an important element for accounting and XBRL review accuracy,” said Liam Power, President at Vintage.

“Certent’s SaaS environment has always focused on ease-of-use by allowing financial reporting departments to remain within their familiar workplace standard of Microsoft Office. This integration reduces filing stress for many of our clients that have multi-layered review and comment workflow procedures. We’re pleased to continue offering our clients Certent as the next evolutionary Disclosure Management step in our fleXBRL program,” concluded Power.

Next generation Disclosure Management highlights include:

  • New User Experience– An enhanced client experience with streamlined workflow and an intuitive, modern, and customizable user interface. Clients will benefit from increased visibility and greater process tracking capabilities.
  • Financial Connectors– A direct connection to NetSuite, Microsoft Dynamics, Oracle, SAP, and other major ERP, CPM, and consolidation systems to help clients ensure data accuracy and automate the flow of information.
  • Integration with Microsoft® Cloud– The continuing migration to a cloud-based Microsoft Word and Excel environment maximizes workflow efficiency and creates one seamless online version of the truth. This evolution heightens collaboration and simplifies the review and approval process within familiar Microsoft® tools.
  • Support for Inline XBRL– The seamless integration of one-click Inline XBRL report generation ensures regulatory compliance with expected forthcoming SEC requirements.
  • Disclosure Research– An intuitive solution that provides efficient access to public disclosures and helps locate actionable information to perform comparisons with ease and establish best practices. In addition to qualitative research, Disclosure Research now allows for quantitative benchmarking and trend analysis for customized peer groups.
  • Investor Reporting– This platform for private companies streamlines and simplifies investor, management, and board reporting. Certent’s Investor Reporting solution facilitates cross-department collaboration on Word and PowerPoint® documents including defined roles for security and a transparent audit trail.

“Certent next generation Disclosure Management offerings streamline the SEC reporting process, improve productivity, and strengthen controls and compliance by enabling companies to create, compare, and communicate all crucial aspects of business reporting with deep Microsoft Office integration and cloud-based technologies,” said Michael Madigan, senior vice president of product management and strategy for Certent. “It fits perfectly into Vintage’s innovative fleXBRL program.”

fleXBRL scales to best match your company’s reporting complexity and accounting department’s workflow. Click here.

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. 

About Certent

Certent, Inc. is a leading provider of software-as-a-service (SaaS) solutions for equity compensation and financial disclosure management. Our open ecosystem allows for comprehensive partner integrations enabling best-in-class stock plan administration, robust financial reporting for ASC 718, and high quality XBRL and HTML SEC disclosures. Founded in 2002, Certent has helped more than 1,400 public, private, and pre-IPO companies worldwide innovate their stock plan and financial reporting processes.

About PR Newswire

PR Newswire is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry over 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region, and is a UBM plc company. 

Media Contact:
Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157

bradley.smith@prnewswire.com

You don’t want the SEC to be your XBRL proofreader

As astutely highlighted by industry-XBRL-data-crunching-stalwart Calcbench (watch video here), the SEC “noticed” that Goldman Sachs’ XBRL documents were different when compared to their 10-K file. So much so ($556,000,000 from Calcbemch’s analysis) that the company had to file a 10-K/A. A = amendment.   

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From GS 10-K/A:

“Due to an error by our external financial printer, our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (Original Form 10-K) was filed with an incorrect version of Exhibit 101, which provides items from our Original Form 10-K formatted in eXtensible Business Reporting Language.”

This brings up several conversations surrounding XBRL:

  • The SEC is slowly but surely looking at XBRL submissions. This is an essential adoption point, and is juxtaposed to recent Lobbyists work up on The Hill to all but cancel a uniform financial reporting system: aka XBRL.
  • Blaming the “financial printer” is a dilemma for a cheeky bugger like me. As much as I would love to tout that “it was not us!” at Vintage who filed Goldman’s XBRL, the real discussion to have is the understanding that the accuracy of a final XBRL submission is a cooperative partnership between the corporation and the vendor. Taxonomy selection, proper tagging and the decimal points in the right place… many moving parts for sure.
  • The XBRL environment is still an awkward situation of 1.) apathy from many issuers combined with 2.) a fiscal temptation to downgrade to boiler-room (cheap) quality XBRL vendors with 3.) all parties involved working under the assumption that the SEC does not care anyway.

Absolutely, the XBRL regulation and subsequent filing process has been clumsy – but remember the promise of XBRL. A single, issuer-verified, the buck-stops-here database of corporate filings.  No interpretation, no cutting and pasting – 100% transparent and accessible to all.  Real 21st century stuff.

We’ve worked out a program that has matches the workflow (including final review) and the budgets for any size issuer.

WEBINAR 1/27: Preparing for Say-on-Pay disclosure and XBRL reporting

The SEC has adopted a pay ratio disclosure rule – Item 402 of Reg S-K – requiring public companies to disclose:

  • The annual total compensation of the CEO
  • The median of the annual total compensation of all employees other than the CEO
  • The ratio of these amounts

SCALEThe SEC has provided a transition period: generally most issuers will first be required to include their pay ratio disclosure in 2018, or later in the case of companies that are new SEC registrants. The initial pay ratio disclosure will be required with respect to compensation for a company’s first full fiscal year that begins on or after January 1, 2017. And XBRL will have a role.

Say-on-Pay data tagging using XBRL

The SEC has also stated that the disclosure provided, including footnotes, be XBRL tagged. This is the first instance that XBRL tagging would be required for data outside the financial statements.

For a direct dialog with the SEC on this, you are invited – FREE – to join an open webinar with Mike Willis, the SEC’s Assistant Director, Office of Structured Disclosure, Division of Economics and Risk Analysis (& XBRL guru) in his discussion with XBRL US member Gordon Ruckdeschel, VP, Operations at Vintage.

  • Wednesday, January 27 ~ 3:00 PM ET
  • LOG IN HERE
  • This event is free to participants but CPE credit can be obtained for $49

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The conversation will include the status of the current program for XBRL reporting by public companies and other initiatives in the works:

  • Is the SEC using XBRL data?
  • How is XBRL data quality?
  • What enhancements to the existing program are under consideration, including inline XBRL?
  • And how does structured data factor into upcoming SEC rule proposals like executive compensation and investment company disclosures?

Find out about the SEC’s Disclosure Effectiveness initiative which is considering way to improve disclosure requirements in Regulation S-K and Regulation S-X, to benefit both companies and investors.

You need a sense of humor when you’re working the XBRL mines

At the “Improving Financial Analysis Through Structured Data” conference, Alex Rapp, co-founder of Calcbench, lead an excellent discussion titled “Comparing Financial Fundamentals.” For those of you not trudging towards Mordor, which seemingly has been the journey of XBRL, “comparison” is a key driver of structured data. XBRL is an organized, common ground (tagged) database across all 10-K and Qs with the data being delivered directly from the public company’s official SEC filing, rather than a third-party “re-keying” of the data from .XLS and HTML documents.

For those of you not yet experienced with XBRL, Alex offers a concise overview with juuuuust enough cheek to demonstrate his passion and well-grounded expertise.

You can view his full “Comparing Financial Fundamentals” talk at this link. It’s the fifth video down the list of all the session videos of the conference.

His group, Calcbench, are wizards at using the XBRL data (output) for analysis and investors unlike us… who are wizards at the input for public companies (read here).