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NOTICE: Proprietary and Confidential This material is proprietary to EDGAR Online. It contains trade secrets and confidential information which is solely.

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Presentation on theme: "NOTICE: Proprietary and Confidential This material is proprietary to EDGAR Online. It contains trade secrets and confidential information which is solely."— Presentation transcript:

1 NOTICE: Proprietary and Confidential This material is proprietary to EDGAR Online. It contains trade secrets and confidential information which is solely the property of EDGAR Online. This material shall not be used, reproduced, copied, disclosed, transmitted, in whole or in part, without the express consent of EDGAR Online. © 2007 EDGAR Online, Inc. All rights reserved. XBRL SEC Filer Experience October 6, 2010 Eric Evans VP, Business Development EDGAR Online, Inc.

2 Planning for XBRL reporting Best Practices Avoiding common errors Results to Date from first XBRL filings Resources Available Agenda 2

3 Learn about XBRL, the taxonomies and your requirements Where is your company in the mandate? Tier 3 or accelerated or decelerated based on public float What MUST you do and why? Block tagging vs. Detailed What CAN you do and why? Utilize Grace Periods, etc Leverage XBRL US & CA resources Assemble the oversight team – Who must be engaged? Identify and document the XBRL review, approval and filing procedures Research, Select and Implement a XBRL Solution (software or services) In-House or Outsource Examine Costs and Workflow Develop the project plan, workflow and quality control steps Staff according to plan: In-House or Outsource Identify internal personnel Get training Hire consultants Outsource according to plan Planning – Lessons Learned Tier 1 & 2 Filers 3

4 Planning - Stakeholders involved External reporting – education and build in more time for review! Legal Counsel - (Internal or External) Audit committee - may need to alter meeting dates down the road Auditors – (Internal or External) - get them involved earlier if needed Investor relations – posting of XBRL on web site Information Technology – installing any software (self tagging) Special project team Consultants Others - Educate senior staff on timing and not to focus on SEC rendering

5 Considerations when choosing self tagging tool or outsourcing BOTH Support – hours, what form Training, FAQ’s, Webinars Does block tagging Does detailed tagging Handling Edits/Changes Provides rendering preview Has a repeatable process Security policies Maintains user groups Provides validation Taxonomy handling or expertise In-house/Software tool only Speed of taxonomy loading Web based, ASP, PC-based? File size if PC-based Handling changes to taxonomy Software updates Processing times Is Support time extra ($$) Outsource/Service only Turnaround times Quality Control levels SAS70 certified Level of mistakes or errors Provides alternative tag options Version control between EDGAR HTML & XBRL process

6 Best Practices for SEC Filers – Start Early!! Prepare Primary Financial Statement s and Block Tagged Notes at least 1-2 quarters ahead of your mandated timeframe even if they are not formally filed with the SEC #1 – On-boarding: Initial Template set up – take as filed 10-Q #2 – Dry Run XBRL: test timing & review with concurrent EDGAR filing #3 – Repeat above for 10-K if desired (some issuers have opted to do as well) Detailed footnotes: Examine the structure and presentation of your company’s financial disclosure Companies are starting to decrease narrative and create data tables Focus on XBRL data creation and NOT on rendering issues, including the SEC’s site. Fully review and don’t submit partial reviews (different from EDGAR process) Iterative changes don’t save time = more rounds Data vs. Print world = not EDGR, not typeset, XBRL requires more time for changes

7 Best Practices for SEC Filers – cont’d Extensions - where to extend or not extend? SEC Staff Feedback published in May’09: When choosing between two US-GAAP Standard Tags (narrow vs. broad), narrow is preferred When choosing between an existing Standard and Custom/Extension Tag, every effort should be made to utilize existing US GAAP tag found in taxonomy Tags may cross industry classifications Clients could review their tags against peer tags for comparison

8 Best Practice - Taxonomy Review Peer Tag Comparison Report

9 Focus on the mapping and taxonomy extension - Element selection documentation and a well crafted custom company taxonomy will greatly simplify the XBRL document creation process Stick to the workflow - Jumping ahead often results in dead ends and rework. Avoid the idea of building the company taxonomy on the fly Create new relationship groups for your company financial statements, each disclosure, and parentheticals – this will provide a taxonomy that is easier to work with and validate Use existing elements from the XBRL US GAAP Taxonomies if it represents the appropriate financial concept regardless of its location Create company “standard labels” for all elements – use terse labels where needed for repeating captions. Labels should correspond to the filer’s “print” report Validate early and often – errors accumulate and are hard to fix Best Practices - Instance document creation 9

10 Mapping Document Thorough documentation and review of element selection and creation with intended associations Tagging Report or a Reviewer’s Guide Review ‘tagging report’ to assure proper financial statement fact to element association with correct attributes. Rendering Use SEC Submission Previewer: Test Submission with SEC The final arbiter for validation Best Practice - Key Quality Assurance Steps 10

11 Most common errors identified in submitted filings: Negative value when should be positive Value required to be reported when another value is reported Value reported when it should be zero Value should be zero if another value is not reported * Stats provided by XBRL.US Avoiding Common Errors

12 64% errors were incorrect negatives Example: Plastic materials and chemical company reported “DividendsCommonStockCash” as negative Example: Insurance company reported “InterestPaid” as negative and “PaymentsForOriginationOfMortgageLoansHeldForS ale” as negative Avoiding Common Errors * Stats & Examples provided by XBRL.US

13 Pitfalls to avoid in element selection and extension creation: New element created, but a standard element appears appropriate OR Standard element used, but a new element should have been created New elements created by filers should not include period-specific information in their name. New monetary elements created for amounts appearing on the balance sheet or income statement must have a “debit” or “credit” balance attribute. All extensions must have a definition Avoiding Common Errors

14 Invalid ASCII characters – ‘smart quotes’ and other traps Incorrect file names Mixed decimal attributes in a group Same standard labels on different elements Elements in the extension but not in a presentation group Calculation inconsistencies Avoiding Common Errors – Sample Validation Problems 14

15 3,370+ XBRL submissions to date Tier1:500 Tier2: 1,200 Tier3: 8,000 coming More than 70% used a service provider Companies submitting 2+ filings typically used same service/provider Average 8% of elements are extensions Extensions range from 0 to 52% DFN’s – not easy & complex, questions rose significantly from dozens (PFS) to hundreds Small group opted to use Grace Period 7% Results to date * Some Stats provided by XBRL.US

16 Results to date Extensions as a % of concepts used Statistics provided by XBRL.US

17 Extensions should be created to: Aggregate elements not available in the taxonomy – creating a new element that captures several elements added together Develop new elements that are more specific than what is available (i.e. MSFT Xbox revenue) Comply with recent accounting changes/FASB pronouncements not reflected in 2009 release Reflect industry specific extensions not yet covered in the taxonomy Results to date

18 Rendering XBRL data “ Filers should be aware that there is no requirement that the rendered files appear identical to the HTML/ASCII filing... In addition, filers should not deviate from the guidance in the rule release and EFM (Edgar Filer Manual) (e.g., change, delete, or summarize information in the Interactive Data File) solely in an attempt to correct rendering issues.” -- U.S. Securities and Exchange Commission Results to date

19 Canada:,, US: Brix – IPhone app by US labs: displays XBRL filer and # of tags. Search tags Software and Services Comparison Matrix Taxonomy Case studies Newsletter signup US: SEC’s XBRL information portal: View XBRL-formatted financial statements and-feeds.shtml SEC’s XBRL Submission Previewer SEC’s Information for EDGAR Filers (EDGAR Filer Manual) Staff Observations from Review of Interactive Data Financial Statements Contact SEC: Email: Ted Resources






25 Takeaways Timing FILERS NEED TO GET STARTED EARLY BEFORE THEIR MANDATED LIVE FILING!! Filings may take days not hours due to review & signoff Filers need to build in more time for review Educate all the stakeholders Change Audit Committee or Filing date if needed Collaborative Process – no longer just formatting Start building teams and assigning responsibility Validate and Double Check

26 Questions Eric Evans VP, Business Development EDGAR Online, Inc. 212-457-8203

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