Archive for the ‘SEC Compliance’ Category

Tagging Changes for Taxonomy Update

Friday, May 18th, 2018

Since the accounting landscape is constantly evolving, the FASB updates the US-GAAP taxonomy annually – adding concepts, removing others and sometimes restructuring existing sections.

Typically, RDG transitions to the latest taxonomy after the calendar year end filing period is complete and this year is no different.

From SEC.gov:

“The [SEC] strongly encourages companies to use the most recent version of taxonomy releases for their XBRL exhibits to take advantage of the most up-to-date tags related to new accounting standards and other improvements. The SEC suggests that filers consider transitioning to the 2018 taxonomies for the earliest reporting period that ends after March 12, 2018, but not for reporting periods that end before March 12, 2018.”

It is always our goal at RDG to create quality XBRL consistent with the most current structure of the taxonomy and latest industry standards. Because of this, tagging from one period to the next will not always be the same. If you would like one of our CPA, XBRL AICPA Certified team members to assist in a higher level review of your document please let us know.

For more information, please visit: Why did my XBRL tagging change from the last filing?

Please feel free to contact us if you have any questions or concerns.

Why did my XBRL tagging change from the last filing?

Tuesday, January 16th, 2018

One of the common questions we receive regarding XBRL tagging is, “Why did the tagging of the document change this period when compared to a previous filing?” This is a great question, with two short answers.

The first reason is that RDG Filings is consistently working to improve the quality of XBRL tagging on a quarterly basis to be consistent with the latest US-GAAP taxonomy and to remain in line with evolving industry standards.

The second is that the US-GAAP Financial Reporting Taxonomy is updated on an annual basis by FASB. This may or may not result in tagging changes in your document depending on which areas of the taxonomy are adjusted. These changes usually result in updates to best practices, style-guides , and Accounting Standards adjustments by FASB, AICPA and XBRL-US.

Typically, the taxonomy changes are released by FASB in the fourth quarter of the calendar year, but are not supported by the SEC’s EDGAR System until after the first calendar quarter of the next year, so most updates to tagging happen between the end of the first calendar quarter and the filing of any XBRL documents filed after that point.

Our role at RDG is to make sure all of our clients documents are in line with the most recent EDGAR and XBRL guidelines as well as best practices.  When tagging changes are necessary, we will point out what changes were made using our interactive ThunderDome XBRL Viewer.

We are proud of the fact that our XBRL data quality is at the top (99th percentile) of our industry quarter after quarter. There are only a few filing agents that can claim such consistency. The effort of improving XBRL data quality is why RDG Filings was one of the founding members of the XBRL.us Center for Data Quality and why quality and version control of your documents is our main objective.

Hackers Breached the SEC and Profited Off Pre-Public Information

Friday, September 22nd, 2017

The SEC has reported that the EDGAR system was hacked by nefarious actors in 2016, and they were able to access companies’ financial disclosures before they were released publicly.  Although the SEC was able to patch the breach in their security systems and protocols fairly quickly, Chairman Jay Clayton admitted “that some may have used it to make illegal profits.”

You can read more here, here, and here.

Coming on the heels of the massive data breach at Equifax earlier this month, this news might rattle the cages of security-conscious public companies.  In his statement on the incident, Clayton also made clear that the SEC is “continuing to investigate the breach and its possible consequences,” and it seems likely that the SEC will be making inquiries regarding the path that pre-public financial information takes as it wends from the companies themselves, through the filing agents, and finally to the SEC.

As Reuters states in their article on the hack, “Cyber criminals have targeted financial information hubs before — the Hong Kong stock exchange and the Nasdaq stock exchange in New York were targeted by hackers in 2011.”  Hackers and cyber thieves see considerable money to be made accessing pre-public information, and they have proven as much by targeting stock exchanges and now even the SEC.

This is why RDG has always made the security of our clients’ pre-public information our highest priority.

RDG is proud of the fact that we do not send any of our clients’ documents overseas to be converted.  We also take pride in the fact that all our staff is US-based, as this is a central aspect of our commitment to both data security and customer service.  Another important part of our commitment to both data security and quality is the fact that all our EDGAR conversion and XBRL tagging software is proprietary.  We have built all our own tools for maximum security and quality, and we maintain all our tools and data on our own SSAE16 certified secure servers, which are located in a world-class co-location facility with redundant storage capacity, multiple back-ups for power, dual and backup internet connections, and full hardware redundancy.

We encourage public companies to ask their SEC filing agent some very important questions:

  • Do you send any part of my documents to a 3rd party for EDGAR conversion or XBRL tagging?
  • Do you send any part of my documents overseas for EDGAR conversion or XBRL tagging?
  • Are all of your employees US-based?
  • What are your security protocols and procedures?

Please contact us if you have any questions about the hack of the SEC or about RDG’s service.

We will be looking forward to hearing from you. Get in touch with us anytime!

Stewart Walker

415.643.6017

IFRS Companies to Begin Filing XBRL in 2018

Tuesday, September 12th, 2017

On March 1, 2017 the SEC posted the IFRS Taxonomy.  A full eight years after the start of the XBRL mandate for US GAAP companies, the SEC has finally announced the mandate for IFRS companies to submit XBRL files for 20-F and 40-F filings.

IFRS filers will have to begin submitting XBRL exhibits with fiscal periods ending on or after December 15, 2017.

How does this impact SEC Foreign Private Issuers (FPI) that use IFRS?

SEC Forms 20-F and 40-F (and some 6-Ks*) will require XBRL tags to be applied to each number in the Base Financials, including all of the facts in the Notes to the Financial Statements.

It cannot be denied that this will require some additional work for IFRS companies’ financial reporting teams.  However, there is value in IFRS companies beginning to file XBRL structured data and adding their data to the currently existing wealth of structured data that has been submitted to the SEC by US GAAP companies since 2009.  XBRL structured data is computer-readable and enhances the value, access, and usability of the financial information that SEC issuers file.

RDG filings is one of the leading providers of full-service XBRL tagging solutions in the country, and we create the highest quality XBRL data available.  We have been filing XBRL under the US GAAP taxonomy since the beginning of the mandate, and we are very excited that the IFRS taxonomy is finally going to be made live.  As one of the founding members of the XBRL US Center for Data Quality, RDG has the experience and the expertise to provide IFRS companies with excellent customer service and the highest quality XBRL data.

RDG has always made a strong commitment to creating the highest quality, most useable XBRL data possible, and we employ Certified Public Accountants and experienced auditing/accounting professionals to provide personal service to all of our clients.  As a result of this commitment, the XBRL data that RDG builds has been ranked by a leading independent expert as being filed error free 99% of the time.

Don’t Wait

Don’t wait until you are drafting your 20-F or your 40-F to begin preparing for the XBRL tagging process.  The template creation and set up process is not insignificant, and it pays to begin the process early.  Please contact us to ask any questions and get a realistic and transparent flat-rate quote.  Some providers may try to overcharge you for this service, so it is very much worth your while to take a few moments to do your due diligence.

(*Unless an issuer has a Form F-3 shelf registration that it wants to keep current, there is no requirement for quarterly or semiannual financial statements or earnings press releases that are submitted to the SEC on Form 6 K to include the information in XBRL format.)

We will be looking forward to hearing from you. Get in touch with us anytime!

Stewart Walker

415.643.6017

Research Data Group & Uptick Data Technologies Combine Under Unified Management

Saturday, May 27th, 2017

Research Data Group, Inc. (RDG), a leader in assisting public corporations with SEC filing requirements, and UpTick Data Technologies, a leader in Natural Language Generation and financial reporting, announced the merger of the two companies under one management structure. The combination brings together RDG’s corporate performance graphs, peer group analysis, XBRL and EDGAR filing capabilities with UpTick’s automated text generation technology used to produce corporate insider, earnings, and analyst recommendation news as well as UpTick’s retirement reporting platform PlanXtra.com.  UpTick was previously majority controlled by RDG and this consolidation allows for a more streamlined financial and management structure, integrated infrastructure and development platform.

According to Jonathan Elliott, RDG’s Chief Operating Officer, “UpTick’s capabilities utilizing financial data for text generation and commentary fit extremely well with RDG’s SEC data creation and management services. We are excited about the opportunity to apply this market leading technology to our full-service analysis and software platform offerings.  UpTick’s report generation capabilities complement and enhance RDG’s own reporting capabilities and will expand the suite of products we offer in exciting new ways, including the creation of reports and news utilizing XBRL data.  We look forward to exploiting these synergies to better serve and grow our combined client base.”

About RDG:

  • With offices in San Francisco, CA, Boise, ID and Salem, VA, RDG is the fifth largest full-service filing agent in the country as well as the most trusted name in Performance Graph production, custom peer group calculation, analysis, and consulting. Together with its SEC EDGAR filing and XBRL services, RDG supports a client base of over 1,500 public companies and is the only provider of all licensed Major Market Index data from Dow Jones, Dow Jones US Total Stock Market, NASDAQ, Russell, S&P, NYSE Amex, and TSX.

About UpTick Data Technologies:

  • Headquartered in San Francisco, UpTick Data Technologies combines its state-of-the-art Natural Language Generation (NLG) technology with proprietary client data and data from leading financial data sources such as Thomson Reuters, Morningstar, and SEC EDGAR Filings to produce customized financial news, commentary, and reporting solutions.  UpTick’s products include PlanXtra.com an automated retirement plan monitoring and reporting tool and Corporate Insiders News available from leading news distributors.

You are welcome to contact us for more information.

(415) 643-6017

New Rule from the SEC – Exhibit Indexes Must Be Hyperlinked

Wednesday, March 8th, 2017

Everyone loves new rules from the SEC, right?  Well, the SEC is happy to oblige.  On March 1st, the SEC released new rules about hyperlinking the exhibit indexes in many SEC Filings.  The Final Rule 33-10322 is called “Exhibit Hyperlinks and HTML Format,” and if you’d like to read the full 47 pages, you can find them here. However, if you’d prefer a brief summary, you can find one below.

The Gist

All documents (even those incorporated by reference) listed in the Exhibit Index must include a hyperlink that will link directly to the exhibit itself.

The rule also includes a related requirement, which will impact only a small number of companies.  The SEC will be no longer accept filings (that include an exhibit index) in ASCII.  Hyperlinks are not possible in ASCII, so companies will be required to submit all impacted filings in HTML.

When Does it Take Effect?

September 1, 2017

The only exception to this start date will be for Smaller Reporting Companies and Non-Accelerated Filers that currently file in ASCII.  Those companies will have until September 1, 2018 to comply.

What’s the Point?

To improve investors’ access to information.

What Form Types Will this Affect?

10-K, 10-Q, 8-K, 20-F, S-1, S-3, S-4, S-8, S-11, SF-1, SF-3, F-1, F-3, F-4, 10, 10-D, F-10

Related amendments (e.g., S-1/A, 10-K/A, 10-Q/A, 8-K/A, etc.) will also be affected.

Are There any Exceptions?

Exhibits that have not been filed electronically (i.e., paper filings) are excluded because there is nothing to which to link.

XBRL exhibits are also excluded from the requirement because a hyperlink would lead to an XML file, which would not be helpful to investors.

What Happens if a Hyperlink on a Filed Document is Inaccurate or Non-functioning?

In the case of a Registration Statement that is not yet effective:  The company must file an amendment with the correct link.

In the case of a Registration Statement that has become effective:  The company must correct the link in their next filing that contains an Exhibit Index.  Alternatively, the company could file (but is not required to file) a Post-Effective Amendment to the Registration Statement.

In the case of a 10-Q, 10-K, or 8-K:  The company must correct the link in their next filing that contains an Exhibit Index.  An amended filing is not required.

Here is an Image to Help Clarify

The Exhibit in the blue square is incorporated by reference, so this will need a hyperlink that leads to the URL for that previous 8-K filing on the EDGAR system.

The Exhibits in the red square are being filed or furnished along with the filing in question, so they will need to be hyperlinked to the exhibits themselves.

The XBRL Exhibits in the green box will not need to be hyperlinked.

Exhibit Index Hyperlinks_boxes

XBRL FAQ: What is Bleed-Through?

Tuesday, May 3rd, 2016

Bleed-through is a common phenomenon on the SEC’s XBRL Viewer, as well as on RDG’s own Thunderdome® Viewer (which was designed to resemble the SEC’s Viewer, but with more information and features).  To explain it in a nutshell: Bleed-through is a natural result of how the SEC’s Viewer interprets XBRL code.  It is both normal and expected by the SEC.

Below is a common example of bleed-through.  The first table presented is directly from the company’s EDGAR document (it’s from a disclosure table in Note 1). The second is the same table, but how it is presented in the SEC’s XBRL Viewer.

Bleed Through Table 1

Bleed Through Table 2

 

The difference in the XBRL Viewer is the addition of the first line, “Net trade income (loss).”  Plainly those “Net trade income (loss)” numbers do not ‘belong’ in the Note 1 disclosure table.

So, why are they there?  Well, the short-answer is that due to the nature of XBRL and the function of the SEC’s XBRL Viewer, the numbers are “bleeding through” from the Operations Statement.  You can see that table from the EDGAR document here:

 

Bleed Through Table 3

 

The longer answer is that both the “Net trade income (loss)” line in the disclosures table in Note 1 and the “Net trade income (loss)” line in the Operations Statement are tagged with the same primary concept (us-gaap_NetIncomeLoss).  However, only the occurrence of that concept in the Note 1 table has had a dimension applied to it.

This bleed-through issue is not symptomatic of a problem with the tagging.  This document is tagged properly and it is entirely in line with the SEC XBRL requirements and FASB best practices.  The bleed-through is a direct result of the SEC’s XBRL Viewer, and to-date, the SEC has taken no steps to correct it.

Here’s what is happening on the SEC’s Viewer:  When the Viewer displays any fact that has been tagged with a dimension, the Viewer will also grab and display all other facts throughout the document that share the same tag but that do not include a dimension. In this case, the “Net trade income (loss)” line in the Operations Statement is tagged with the same primary concept as it is in the Note 1 disclosure table, but in the Note 1 table that concept is also dimensionalized.  As a result the SEC Viewer presents the “Net trade income (loss)” line from the Operations Statement in the Note 1 table.

This is classic bleed-through, and it has been causing headaches for people reviewing XBRL tagging since the inception of the mandate.

So, can it be fixed?  Firstly, it is important to understand that the SEC does not want filers adjusting their tagging simply to make the presentation in the XBRL Viewer look better. The reality of XBRL is that it is not intended for human consumption.  It is designed to make Financial Statements & Notes machine-readable.  When XBRL is tagged properly – each fact stands alone, free of the original document, getting context only from its own tag, date, and any dimensions.  From a “machine-readable” point of view, it does not matter where in the document the fact is located, so long as it is tagged correctly.  This is why the SEC did not build the Viewer to present the XBRL in an entirely human-readable format.  It is also why the SEC expects to see bleed-through, and does not consider it an issue.

The actual issue is when some filers attempt to “fix” bleed-through by adjusting the tagging with the presentation in mind.  We do not recommend these sorts of “presentation fixes” because they often contradict SEC guidelines and FASB best practice.  So in the case above – as with almost all bleed-through cases – we simply leave it be.  It is tagged properly, and it is machine-readable.  The SEC wants it tagged this way, and they expect the bleed-through that results.

RDG presents – The ThunderDome® Portal, an On-Demand Disclosure Management Software

Wednesday, April 27th, 2016

Are you in the market for SEC Disclosure Management software?

Do you want to control your SEC filing process, and have the ability to edit and file the EDGAR document yourself?

Yes, you say?  Well then, RDG Filings would like to introduce the ThunderDome® Portal, an on-demand disclosure management software that will streamline your SEC Filings process.

The ThunderDome® Portal works in harmony with RDG’s industry leading XBRL tagging full-service expertise.  RDG has created the Perfect Combination of On-Demand Software & Expert Full-Service.

EDGAR Control

The exclusive ThunderDome® Portal allows multi-user access to create, manage, edit, and file EDGAR documents with the SEC.  The web-based portal creates significant efficiencies as it enable version control and collaboration while also eliminating the need to manually hand-mark EDGAR changes only to then wait for your provider to return a proof.  The portal also remove the possibility of ‘printer error’ during the editorial process.

RDG remains available 24/7 for full-service EDGAR conversion, service, and support.  So our clients enjoy the perfect combination of full-service expertise when they need it and in-house control when they want it.

XBRL Expertise

RDG’s US-based experts do all the XBRL tagging and validation, and a dedicated Account Manager be available to you for questions and consultation.

You will simply review the tagging on our superior online XBRL review tool, which is an integral aspect of the ThunderDome® Portal.

Rational, Flat-Rate Pricing

And here’s the kicker: RDG’s rational and flat-rate pricing structure will represent both savings & budget-predictability.

 

Please feel free to contact me anytime.

Stewart Walker – SVP, Director of Sales

(415) 643-6017

XBRL Quality Assurance – A Potentially Too Honest Take

Tuesday, November 3rd, 2015

“XBRL is an unfunded mandate, and I don’t like paying for it in the first place.  Furthermore, nobody is even using this data, so why would I approve additional expense to have our XBRL reviewed by an independent and expert third party?”

While this is a direct quote from a CFO I spoke with recently, I thought it pretty well sums up the sentiment I hear from a lot of people I speak with about XBRL in general and about our Quality Assurance Services in particular.

I’m in sales, so of course when I get this type of objection, I look to re-direct the focus of the conversation and find a new way to present the value of the service I’m offering.  Often times, this kind of sales-spin is not too difficult because the facts of the case point to a clear conclusion, and it’s just a matter of illuminating the facts and presenting them in such a way as to make it easier for the prospective client to arrive at the same conclusion.

However, as is the case with the quote above, sometimes the “facts of the matter” are not inherently helpful to your case.  Sometimes, one or more of the facts actually align to make it more difficult for your prospective client to see the value.  In my years of selling, I’ve witnessed myriad sales people try to “dance” around undesirable facts.  The steps to this dance are graceless, and the music is discordant.

I refuse to do that dance, which brings me (at long last) to the point of this post:  The CFO quoted above is correct in some very important respects.  My job is not to avoid these ‘difficult facts,’ but rather to shine a light on them and make my case nonetheless.

My argument:

  • Hiring an independent, 3rd party to expertly review your XBRL is a sound investment.

The difficult facts that must be admitted:

  • Very few people outside of the SEC are currently looking at your XBRL files.
  • A review of the quality of your XBRL is, quite simply, not something you need to do at this point.

It is true that that outside of the SEC, very few people of immediate consequence to your company are looking at or utilizing XBRL data.  However, all the analysts I’ve spoken to or heard at conferences admit they would love to use this data, because XBRL would hugely improve and hasten their access to important information that drives investment decisions.  The only reason they don’t currently use it, they say, is because there is not enough data out there of reliable quality.  Much of the XBRL data being created by firms that outsource the work overseas—or that is created in-house by companies using some of the leading document control software—is not of consistent quality and does not provide a sufficiently accurate depiction of the filer’s financials to be trusted.

To this point, I say that there is both a present and future benefit to ensuring your XBRL is quality and useable for analysts.  Presently, the major analyst and investment houses are not currently using your XBRL code, but many people both in the investment community and the academic community are, and it is of significant importance that your XBRL present an accurate depiction of your financial disclosures.  And in the future, when the major analysts do start using this data (and they most certainly will), having a history of accurate and useable XBRL filings for them to call upon will put your company’s disclosures in a position of strength compared to the rest of the market.

Finally, it is also true that the SEC is not yet enforcing XBRL data quality to any significant degree, and there is scant motivation in terms of strict compliance.  However, the SEC has invested years of resources to the establishment of this new reporting requirement, and they will be increasing their enforcement of quality and expanding on steps they’ve already taken.  They already use XBRL as the main tool of their RoboCop fraud detection tool and to expand their enforcement reach.  The SEC has only increased its commitment to the XBRL reporting requirement, and they have also massively increased its use of the data.  So being out ahead of the SEC current requirements is valuable in its own right.

I liken a thorough review of your XBRL by 3rd party experts to buying auto insurance that also improves the performance of your car.  Ensuring your XBRL is of the highest quality will keep the SEC out of your hair now and in the future, and it will also make your data more available to and useable for analysts who will be using this data to drive important investment decisions.

Please feel free to contact me anytime.

Stewart Walker – SVP, Director of Sales

(415) 643-6017

An Interview with XBRL Experts — Why Outsourcing XBRL May Be a Safer Bet

Monday, August 24th, 2015

Recently I sat down with a couple of our resident XBRL Account Managers to see what their thoughts were on the clients’ knowledge of XBRL and whether going in-house would make sense.  Here’s what I found out:

Question: What would you say are the most challenging aspects of XBRL for clients to understand?

XBRL Account Manager: Bleed-through and negations would be top of the list.  Explaining the context of specific tagging can also be difficult.  Someone can look at the definition, and it could look appropriate on its face. However, the definition can sometimes be misleading, and you have to look at the structure of the taxonomy to see where the definition was pulled from to be certain it is appropriate.   It can also be hard to explain what actually happens within the code. For example, a client who transitions over to us from tagging on their own with a software will negate an item, but it will not reflect in the code. The presentation link base and the calculation link base will not match. It is difficult to explain why it’s not rendering in the code.

Question: Are you ever surprised by the coding errors that need to be corrected from previous vendors? What are some of the most common errors that you find yourself having to fix?

XBRL Account Managers: We are never surprised per se because, unfortunately, errors are frequent. That said the most common errors we find are inappropriate tagging. For instance, inconsistent parent and child relationships.

Question: How much time do you devote to keeping abreast all new SEC regulations?

XBRL Account Managers: Anytime there is a taxonomy update or new FASB guidance, we make sure we are familiar with it, and we spend quite a bit of time going through the guidance.  Additionally, we get updates from major accounting firms, AICPA, FASB, and XBRL-US about changes that are coming down the pipeline but that have not yet been adopted.  XBRL-US does not just update its members on new regulations, but also about any changes to their best practices.  We train our team at least once a week on various topics including accounting guidance and taxonomy updates.  And as founding members of the XBRL-US Center for Data Quality, we are deeply involved in the establishment of best practices as well.

Question: If you were the CFO of a public company, would you hire someone internally to take care of the creation of XBRL exhibits for you? Why or why not? No.

XBRL Account Managers: Absolutely not. That hired person is only going to have a fraction of the experience of a dedicated XBRL expert. You would be depending on someone who does four filings per year as opposed to an RDG manager for example that averages about 80 filings per year.  Now, to be honest, if I was a CFO of a large company with unlimited funds, and I wanted to hire someone internally who I could send to XBRL workshops and have them focus exclusively on XBRL — I would go that route.  But it sure seems inefficient to have a full time employee to do only four filings a year.  Unless they are exclusively committed to the company’s XBRL reporting, they simply won’t have time to keep abreast of all the guidance.  It just makes more sense to outsource.

Question: Why shouldn’t a company just outsource this process overseas?

XBRL Account Managers: Security first and foremost. This is time sensitive and pre-public information that we are dealing with, and sending it overseas prior to filing seems an unnecessary risk.   However, a lack of US GAAP knowledge would also be a significant concern. It is doubtful that any foreign 3rd party provider is going to be as familiar as necessary with the same accounting standards as your financial statements.

Question: What do you say to a company that says: “My financials don’t change much from quarter to quarter and I already have my XBRL files built, so why can’t I just carry this forward and tag future filings myself? Seems simple enough.”

XBRL Account Managers: If your financials are in one consistent form, it does make it a bit easier. However, while your financial statements may not change, accounting standards are always changing. The taxonomy is also constantly changing. If your tagging does not change to keep pace with changes to the accounting standards and taxonomy, you will be left behind. Even the FASB guidance changes every month and we are constantly adopting these changes.  If you have the same tagging for even a two year period– I guarantee that your tagging will be obsolete because everything around it has changed.

Question: Do you think that the SEC will ask for XBRL to be audited in the future?

XBRL Account Managers: Perhaps. However, before this happens, the SEC will have to push for increased consistency and quality on the XBRL reports, and they will have to increase their enforcement mechanisms to achieve this. The SEC is certainly going in that direction as they have already started to invest in-line XBRL, which would make auditing the XBRL more plausible.

So now the question goes to you- would you feel most comfortable hiring someone internally or outsourcing?

 

Written by : Divya Patel- VP Business Development

If you have any questions or would like any further detail, please feel free to contact Stewart Walker – SVP, Director of Sales

(415) 643-6017