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Vintage Filings files over 950 XBRL documents with the Securities and Exchange Commission each quarter
We are number 2 in the industry in the number of filings
With over 4500 public company clients
Full service financial printing
Comprehensive suite of services for:
• public companies• investment• banks• private equity firms• attorneys • investors
Disclose information to the Securities and Exchange Commission (SEC).
NO Rush Fees NO Weekend Fees NO Overnight Fees
• Timing
Phase in over three years
First mandatory reporting after 6/15/09 for a 12/31 FYE the first filing would be the 2nd quarter 10-Q.
• ImpactedCompanies
Year 1: • Large Accelerated
Filers with public float >$5B (~500 companies)
Year 2: • All Large
Accelerated Filers (~1700 companies)
Year 3: • All companies
filing in US GAAP (~10,000+ companies)
• Form Types
Periodic Reports• 10-K, 10-Q, 20-F,
40-F Current Reports
8-K, 6-K Revised financial
information & subsequent events
Registration Statements
S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10
Containing financial statements
Only acquiring company
• Liability
Furnished, not filed for the first2 years only (Rule 406T)
Data files have same limited liability standard applied to voluntary XBRL filings
Late filing = loss of S-3 eligibility (automatic suspension and automatic curing)
• What isSubmitted?
Supplement to EDGAR HTML/ASCII
Applied to 10-K and 10-Q face financials, schedules and footnotes (“F Pages”)
In Year 1, notes/ schedules tagged as block text
In Year 2, detailed footnote tagging
30 day grace period in each of phase ins
On Boarding – New Client
Stage 1: Pro Forma - Initial XBRL Translation (Roll Forward)
• Provide completed document structure• Include face financial statements, all footnotes and required schedules• Update dates and durations in column headers• Substitute zeros for pending amounts. Do NOT leave blank or fill with X’s or other characters Dashes will be
replaced with blanks• XBRL structure questions should be resolved via the RG
Stage 2: First Draft (HTML content update)
• Document should contain nearly final amounts for the current reporting period• Final structure should be verified at this stage (all line items statements and footnotes should be present). XBRL
structure (element selection) has been approved
Stage 3: Final Edits XBRL Retranslation (Structural Changes Complete/Final HTML content
updated)
• Numbers and text block content updated (refresh only – no tagging changes)• Client approval of all XBRL related document content in HTML• Number of shares outstanding should be populated
XBRL Three Stages
Stage 1: Pro Forma - Initial XBRL Translation
9
Roll forward XBRL template to reflect the current period document
Previously mapping rules will be automatically applied to new content
New content will be mapped to the most appropriate element
Taxonomy structure will reflect the updated document, including presentation and calculation rules
Ensure latest published guidance is applied to the current document, (i.e. SEC guidance, SEC Staff Observations, SEC FAQs, and EDGAR Filer Manual Rules)
Stage 2: First Draft
10
The first draft provides accurate representation of all content, order, layout and format
Schedule adequate review time to review and approve the XBRL translation in advance of the expected filing day
Shared amounts MUST match exactly
Calculation rules are adjusted based on structural changes in your Instance Document
XBRL calculation validation is processed
Negative value analysis is conducted
Stage 3: Final Edits
11
“Structure Changes Complete” requires acceptance and approval on the HMTL content that impacts XBRL Face Financials and Footnotes MUST be finalized and structure completed to proceed with the final XBRL retranslation
Final content updated to include amounts and text blocks
Changes to the selected elements, structure, and calculation relationships are not advisable at this stage
Review Guidelines
Review Document Entity Information (DEI)
Review Labels (derived directly from your HTML) Any label change(s) must be made to the HTML Changes to the HTML must be corrected on the RG
Review Element selection Period type, balance type, data type, definitions and labels Dimensions (domain members) Units, decimal precisions
Review Period End Dates and Durations
Review Parenthetical Information
Schedules and Disclosures are complete
Content Changes Impact to XBRL
13
Any change(s) within the source document financial statements and notes
A change to a preexisting line item that alters the disclosure meaning, may require a different element (i.e. adding ‘Other Assets’ to ‘Pre-Paid Expenses’)
Changing a footnote title can require a different element for a Level 1 disclosure (i.e. changing ‘Nature of Operations and Accounting Changes’ to ‘Nature of Operations’)
New content in form of line items and footnotes require new mapping and time for client review and approval
Changes to your HTML document’s structure may cause the rendering to change
Important Reminders
Time Lines
Based on our experience with DFN, we can not over emphasize the importance of starting early and stay on track with your timeline.
Detail tagging requires tremendous time and effort when compared with block tagging.
Once we receive confirmation that your draft is final, you will not be able to make any more changes that impact XBRL. Last minute changes to the MD&A section and other portions of the quarterly or annual filing that do not impact XBRL can still be made on the day of filing.
Adhering to your timeline is the key to avoiding stress in this process.
Important Reminders
Grace PeriodA filer may submit it’s first Interactive Data File containing detail-tagged footnotes or schedules with a 30-day grace period by amending the form to which the interactive data relates.
Edits & CommentsAn edit is a revision or correction to words or numbers in the source document. Edits are made with markups or tracked changes via Edgar. Edits made in the Reviewers Guide will not be addressed.
Comments are entered into the Reviewers Guide. A comment refers to a questions or point of clarification specifically related to the XBRL tagging of the financial statements.
Important Reminders
Footing & RoundingXBRL validation tests check to make sure your financial statements foot. Footing and rounding errors will need to be corrected before we can complete tagging your financial statements.
Shared ValuesCertain numbers are expected to be identical or shared when reported for the same accounting concept and time periods, but on different statements.
XBRL Data on WebsiteXBRL data must be posted on a client’s website the day they file. A hyperlink to SEC website is not acceptable. It is required to remain on the website for at least 12 months.
XBRL Widget
The XBRL Widget has been designed to ensure that your company meets the guidelines set by US SEC by ensuring your company’s XBRL filing post to your company’s investor site in a timely and efficient manner.
With the XBRL widget, you can have your XBRL handled by us, it is rendered, readable, which means investors can read the XBRL content directly, no need to render your raw files.
Contact us
Communication Please be sure to send all email communications to both [email protected] and [email protected].
Important Contact Information:+86-10-59539588 (Beijing Hotline, 09:00-18:00, M-F; Client Services)+86- 21-61370116 (Shanghai Hotline, 09:00-18:00, M-F; Client Services)
24小时服务热线+1-866-683-5252 (U.S. 24-hour hotline; Vintage XBRL Team)