Waiting for an SEC Mandate on XBRL

Written by Bob Schneider
Posted on November 30, 2008 Comments
November 30, 2008 | SEC | Bob Schneider

Written by Bob Schneider     Posted on November 30, 2008

Matt Kelly and Gary Purnhagen have weighed in -- at opposite ends -- on whether there will be an XBRL mandate this year. They know much more than I do about how the SEC works, and I have little insight to add to their remarks. FWIW – and I’m not saying it’s worth much – here’s whatever evidence I’ve seen in the public realm in the past several days:

11/25 InfoWorld published The XBRL Mandate is Here: Is IT Ready?; both the title and the content made it sound like a mandate is a fait accompli. But it appears the author merely jumped the gun in declaring metaphysical certainty on implementation.

11/21 In the course of writing up an interview with Charlie Hoffman, a reporter calls the SEC and asks if there will be a mandate. A spokesman says “…the commissioners may have an announcement within a month.”

11/21 In a Business Wire webcast on preparing for an XBRL mandate, David Blaszkowsky, Director of the SEC’s Office of Interactive Disclosure, is asked “When does it happen?” He replies ‘Our commitment is to bring this before the commission in the fall, recognizing we are deep in to the fall….This is an important issue to the chairman and this will be reviewed. You’ll see some news shortly, I expect. No, I’m not ready to give a particular date.”

11/18 Chairman Cox discusses XBRL in his valedictory speech to the FEI; here are his entire remarks on the subject:

This focus on the investor's minterest in global comparability is also evident in the aggressive support of the IASC Foundation for eXtensible Business Reporting Language — a priority shared by FEI. In the same way that IFRS might someday soon make financial statements understandable to investors anywhere on earth, the 30 different spoken languages that will someday soon be embedded in XBRL data tags attached to public company financial statements could let any investor read an IFRS financial statement from any country in his or her own native language.

This account says Mr.Cox “highlighted” the XBRL initiative in his speech. But compared with the emphasis interactive data has received in the Chairman’s past speeches, and because there’s nothing in his remarks about a mandate, I think “mentioned” is a more appropriate word.

Nevertheless, I did find it positive, if unsurprising, that an XBRL requirement was included in the November 14 release of the proposed rule for the adoption of  IFRS by U.S. issuers. In the Milestones to be Achieved Leading to the Use of IFRS by U.S. Issuers section, there is “Improvement in the Ability to Use Interactive Data for IFRS Reporting,” including this language on page 28:

“…the state of development of an IFRS list of tags for interactive data reporting will be a consideration in the Commission’s determination of whether to require the use of IFRS for all U.S.issuers…the Commission staff is actively involved in the improvement and monitoring of the IFRS list of tags via participation in the IASC Foundation’s XBRL Advisory Council. The Commission believes it is appropriate to consider the IASC Foundation’s progress in the development of IFRS taxonomies prior to proceeding with rulemaking on IFRS for all U.S. issuers.”

I don’t want to read very much into this. Facilitating the use of interactive data had been part of the prerequisites for IFRS adoption announced earlier in August; it would have been surprising had it been left out of the proposed rule.

Nevertheless, I think it does provide evidence that, after considerable investment in resources, XBRL has become part of the infrastructure -- if not the culture -- of the SEC. Infrastructure can, of course, be discarded or fall into disuse. But since it’s in place, there may be enough momentum to decide to just go ahead and use it.

Kurt Ramin on XBRL and Financial Reporting

Written by Bob Schneider
Posted on November 29, 2008 Comments
November 29, 2008 | General | Bob Schneider

Kurt Ramin recently submitted a Comment on the SEC Study of Mark to Market Accounting, which urges a rethinking of the current financial reporting regime and discusses the potential of XBRL in creating transparent and understandable financial statements. Readers who enjoyed the posts on XBRL and Financial Reform that Kurt wrote for us last year will want to be sure to read his essay.

XBRL Company Extensions – A Case Study

Written by Bob Schneider
Posted on November 21, 2008 Comments
November 21, 2008 | General | Bob Schneider

Written by Neal Hannon     Posted on November 21, 2008

Neal Hannon is an XBRL consultant and the former Director, Financial Reporting Technologies for the Financial Accounting Foundation (FAF). Active in the XBRL community since 2000, he served on the first XBRL US steering committee and has written over 60 articles on XBRL. You can contact him by email.

The US GAAP taxonomy as published on April 28, 2008, is 13,000-plus elements deep.  The reason the taxonomy is so detailed and deep, according to the SEC’s proposed rule 33-8924, is to promote the uniform use of a common set of tags.  Here is a passage from the proposed rule:

"One of the principal benefits of interactive data is its extensibility—that is, the ability to add to the standard list of tags in order to accommodate unique circumstances in a filer’s particular disclosures. The use of customized tags, however, may also serve to reduce the ability of users to compare similar information across companies. In order to promote comparability across companies, our proposed rules would limit the use of extensions to circumstances where the appropriate financial statement element does not exist in the standard list of tags. We are also proposing that wherever possible, preparers change the label for a financial statement element that exists in the standard list of tags, instead of creating a new customized tag."   (Emphasis added)     

The XBRL US GAAP Preparer’s Guide, published by XBRL US, is very neutral on the subject of extensions.  It recognizes that extensions are likely to be created and gives several methods of extension creation, but also offers this note of caution:

Rule: Use elements from the XBRL US GAAP Taxonomy whenever possible.

Needless to say, companies who are focused on expressing the accounting intent of the management team in XBRL will find a compelling desire to create their own extensions to the taxonomy. To illustrate, let’s look at a company that has been an active supporter of the SEC’s Voluntary Filing Program, EDGAR-Online.  EDGAR-Online’s recent form 10-K and 10-Q filings had the following item on the bottom of the statement of income:

Weighted Average Shares Outstanding

26,011

26,363

25,920

26,321

The numbers represent quarterly ending numbers for 2007 and 2008.  According to the way EDGAR-Online presented the information, finding the proper XBRL element was a challenge.  Two possible candidates exist in the US GAAP taxonomy:

  1. WeightedAverageNumberOfSharesOutstandingBasic  and
  2. WeightedAverageNumberOfDilutedSharesOutstanding

Neither standard XBRL element by itself fit the unique presentation of terms shown on the EDGAR-Online form 10-K and 10-Q.  The EDGAR-Online team decided they had to create an extension to the taxonomy.  The result was:  

edgr:WeightedAverageNumberBasicDilutedSharesOutstanding

This new element combined the Basic and Diluted shares outstanding concepts into one element that matched their financial statement presentation.

A brief search of the authoritative literature associated with weighted average shares outstanding, Financial Accounting Standards (FAS) 128 paragraphs 8 and 40, found that if companies have a capital structure which dilutes shares outstanding for the purpose of calculating earning per share, the amounts would have to be separately reported on in a footnote disclosure. EDGAR-Online indicated that the number of weighted average shares outstanding basic and diluted were the same on their financial statements. 

The US GAAP taxonomy offers two choices, either basic shares outstanding or diluted shares outstanding.  The wording used in the EDGAR-Online’s financial statements indicates that for EDGAR-Online, the number of basic shares outstanding and the number of diluted shares outstanding is exactly the same.  Therefore, EDGAR-Online chose to create an extension element to report the combination of the two elements into one. 

EDGAR-Online could have chosen one of the US GAAP elements and changed the label.  For example, they could have chosen to alter the label for the following:

Role

Lang

Label

Standard Label

en-US

Weighted Average Number of Shares Outstanding, Basic

Documentation

en-US

 

Number of basic shares determined by relating the portion of time within a reporting period that common shares have been outstanding to the total time in that period.

If they changed the standard label to read, “Weighted Average Number Basic and Diluted Shares Outstanding” while keeping the presentation linkbase, the reference linkbase, and the calculation linkbase the same as before, the adjusted standard label would have matched the way the company presented the item on their face financial statements.

A quick look at the authoritative references for the “basic” and the “diluted” weighted average shares outstanding indicates that a changed label in this circumstance should not cause any questions to the accounting treatment of the label adjusted element.  

According to the folks at XBRL US, the current stream of XBRL filings in the extension of the SEC’s voluntary filing program will be reviewed for possible inclusion in the next major release of the US GAAP taxonomy, which is due out early next year.  Perhaps we will see the EDGAR-online extension for weighted average shares outstanding make the updated taxonomy in 2009.

Second Thoughts

The people at EDGAR-Online decided to make a change in how this item is presented in their latest quarterly filing.  The November 11, 2008, 10-Q EDGAR-Online filing includes a separate line item for Weighted Average Number of Shares Outstanding, Basic and Weighted Average Number Of Diluted Shares Outstanding.  According to the company, the new presentation will be a clearer representation of the XBRL to analysts. 

Clearly, the choice of XBRL tags is an important decision driven by a multitude of considerations beginning with the accounting treatment and ending with the analyst’s or investor’s view of the chosen tags.  In any case, companies should first choose the correct accounting treatment of an item in their financial statements and accompanying footnotes and then choose the XBRL element that best represents management’s accounting intent.

An Interview with Christian Dreyer

Written by Bob Schneider
Posted on November 18, 2008 Comments
November 18, 2008 | General | Bob Schneider

Christian Dreyer, CFA, kindly agreed to the following interview. Chris is a past president of the Swiss CFA Society, a 1,700-member-strong association of finance professionals in Switzerland. He is Managing Partner of Tertium datur AG, an advisor specializing in pan-European pension funds. Previously he was CFO of an IT outsourcing firm and head of investment research at a Swiss state bank. He is also on the IASB’s Strategic Advisory Council for XBRL and publishes the European Pensions//iorp.eu blog.

1. In your article Cheaper, Smarter, Faster: Benefits to Analysts from XBRL, published in September 2006, you noted that analysts were still largely unaware of XBRL. Do you think the level of recognition is now much higher? Do you think the level of awareness differs between US and European analysts?

In essence, that assessment is still true. The CFA Institute conducted an extensive member survey about XBRL in summer 2007. The change in awareness among its membership is insignificant. Some 59% of over 850 respondents consider themselves unaware of XBRL. The lack of awareness is highest in Latin America at 71%, and lowest (but still too high) in the USA with 53%; Europe, Middle East, and Africa (EMEA) was at 66%. I am reasonably confident that awareness will pick up quickly when XBRL disclosure becomes mandatory and, at the very latest, when up-to-date fundamental information of a comprehensive investment universe become available. Before that, there is hardly enough return on invested time for an investment professional, especially in these times of financial crisis.

UPDATE from Chris on 11/22/08: The CFA Institute has just published the results of its latest Monthly Question survey for October. These results indicate that, if anything, awareness has become worse, with 75% of 1346 respondents saying that they were not familiar with XBRL. Note that in this survey, the CFA Institute asked about familiarity rather than awareness, which may be more easily denied, but I doubt that this explains fully the decrease in awareness of no less than 16 percentage points.

2. In expressing their skepticism of XBRL for financial reporting, some CFOs have said “The analysts aren’t asking us for this.” Assuming that statement is true, why aren’t more analysts asking for XBRL statements?  Do you think it’s a good argument against XBRL mandates?

It's a classic chicken-and-egg problem: analysts are not aware of XBRL, therefore they do not ask for it. They will not pay much attention to it as long as there is no clear perspective about an impending, large-scale availability of XBRL formatted information. XBRL has to become part of the infrastructure of financial markets, just like the payment system. This requires coordinated, if not mandated, action with a lot of sustained, visible momentum. Analysts will not design and maintain a parallel research process for a subset of XBRL formatted information.  It's all or nothing, really. That's why scope and momentum behind the movement to XBRL are critical.

3. Some XBRL supporters have said that having XBRL statements would have helped prevent the current financial crisis. Others note that call reports of US banks have been in XBRL format for a few years now, without any apparent benefits for discerning weaknesses of the financial system. Do you believe that publishing XBRL statements for all financial institutions might have helped avert the current financial crisis? Or do the skeptics, in pointing to the availability of XBRL call reports, have a powerful argument?

IMHO, the answers are No and No. The credit crisis has causes that are outside of the domain of financial reporting and reported numbers as per today's reporting standards. XBRL is "just" an efficient vector for such data. I'd be very reluctant to use the crisis as an argument to promote XBRL, because the linkage is marginal at best. We'll hopefully see improved reporting standards with more transparency, less Held-To-Maturity trickery, and a lot more fair value as a consequence of the crisis. At that point, we'll see all that information using XBRL.

4. Which investment professionals – quantitative analysts, buy side analysts, sell side analysts, or portfolio managers -- do you think will benefit most from the introduction of XBRL statements? Which will benefit least?

Tough call. I’d have a go at Homi Byramji's excellent presentation at the recent London conference (the slides are now available, and we hope to have a podcast as well). At this point, finance professionals are reasonably satisfied with the information and tools they can buy from suppliers like Thomson Reuters and others, despite of all the known shortcomings (i.e., delay, errors, normalization).

That said, there are some intriguing results from the CFA Institute survey I mentioned before: across all respondents (including portfolio managers, investment advisors, academics), the split between "most to all" manual extraction of information from company sources as opposed to purchases from third-party suppliers is almost even at 52:48. Looking at more specialized investment analysts, however, there is a remarkable shift towards manual extraction. It seems paradoxical, but automation is lowest for those respondents who perform analysis on a regular and recurring basis. The only reason I can think of for that is that the data supplied by third parties is insufficient for the information requirements of those specialists. They will probably be better served by XBRL information "as reported,” assuming that disclosure neutrality holds.

But then, third-party suppliers will not sleep. They'll improve their offering by building XBRL data into the plumbing of their systems. Through this, finance professionals will get access to XBRL-grade information through the known and tested user interface of the suppliers' toolboxes without having to bother about XBRL -- for a price. Those incumbents will be quite formidable and deep-pocketed competitors for newcomers to beat.

But that's not the end of story. The really interesting, potentially disruptive innovation (for investment research) might happen when a large universe of XBRL instances resides in the cloud and is accessible to semantic Web services, driven by the cognitive surplus of "amateur" investors outside of traditional finance firms. But before that can happen, a number of challenges need to be overcome. I'm watching closely.

5. There’s been much discussion about how XBRL will change the nature of financial reporting by facilitating EBR, real-time delivery of KPIs, and enhanced narrative reporting. How do you see the impact of XBRL on innovative methods in financial reporting?

It's a prerequisite. Financial reporting today is too much about presentation, too little about substance. That can only change when presentation becomes virtually irrelevant in XBRL instances. There is a risk, however, that XBRL introduces additional complexity into the reporting process that is not warranted by supply chain needs. One case in point is the use of extensions, which needs to be severely curtailed in order to retain comparability. Also, innovation has about as bad a name in finance today as creative accounting had in post-Enron days -- our heartfelt thanks go to the crisis, again. But once the crisis has blown over, we can get back to the business of innovating its reporting, as described in the CFA Institute's Comprehensive Business Reporting Model, for instance.

6. Can you perceive any differences between Europe and the US in the speed and nature of XBRL implementation that arise from different business cultures and different attitudes toward government?

Generally, business cultures and attitude towards government vary widely between countries in Europe, so it's virtually impossible to identify a single European culture or attitude that could be contrasted with its US counterpart. But those influences will be at work in individual countries, of course.

7. You have been a keen observer of XBRL and the financial community for many years. Have there been any surprises for you in the speed and nature of XBRL implementation, or has it proceeded about as you had expected?

Does it sound conceited if I say “no surprises?” My first exposure to XBRL was about six years ago. At that point, XBRL was just another wannabe standard arising from the technology domain. There was little reason to believe it might grow to the role it has today, because it was a technical specification that was not complemented by a commensurate business standard. All that changed when the IASB adopted XBRL as its reporting medium of choice to stop killing trees. That's when I changed my mind. It has been exciting to watch the momentum of XBRL grow since then, and I'm looking forward to its fruition.

Economic Crisis and the Dawn of the GRC Era for XBRL

Written by Bob Schneider
Posted on November 13, 2008 Comments
November 13, 2008 | General | Bob Schneider

Written by Lane Leskela     Posted on November 13, 2008

Lane Leskela, PCM, MIA, is the Vice President of Technology Programs at The Open Compliance & Ethics Group (OCEG). Lane is responsible for managing OCEG’s Technology Council Programs, including the GRC Blueprint®, GRC Roadmap®, and GRC-XML® Provisional Jurisdiction of XBRL International. OCEG is a 15,000-member global nonprofit focused on guidance, standards, benchmarks, and tools for integrating governance, risk, and compliance (GRC) processes.

The current economic environment is crying out for sustainable technology standards at the core of information governance. Profound losses in the financial markets were the result of weak governance, failing risk management, and little regard for the consequences. The time has come for the methods needed to identify and manage risks, ensure oversight, and enforce corporate policies and procedures to exploit XBRL. In this extremely challenging economic climate, OCEG foresees increased demand to leverage the expanding taxonomy for financial reporting purposes to meeting the challenges of operational risk and compliance management as part of the natural evolution of XBRL.

OCEG sees the inevitable combination of people skills, business practices, and information technology necessary to improve governance, risk, and compliance management, not as ends in themselves, but as serving the organizational necessity of Principled Performance®. Principled Performance centers on bringing the mandated requirements (regulatory, legal, and contractual) for an organization’s operations together with the voluntary commitments (business practices, customer expectations, service levels) that help focus the organization on internally and externally directed improvement.

The complete portfolio of processes directly related to GRC include organizational and IT governance, business strategy, all levels of risk management, quality management, financial and IT audit, legal obligations, security, compliance monitoring and reporting, social responsibility, and ethical culture. Synchronized planning and communication between multiple business departments, decision-makers, business partners, suppliers, and customers is the key to successfully leveraging GRC across an extended enterprise of any size and shape.

To this end, diverse organizations with broad international experience and constituents are building the basic definitions and structure that will comprise a comprehensive taxonomy for GRC XBRL. Critical work on aspects of the emerging taxonomy and messaging standards for GRC have been undertaken by organizations that include the Fujitsu Research Institute, AIIM’s StratML Work Group, and the International Standards of Accounting and Reporting (ISAR) group of the United Nations’s Council on Trade and Development (UNCTAD).  Moreover, OCEG’s GRC-XML Work Group is now the Provisional Jurisdiction for this area in XBRL International.

Along with bringing together the major contributors to the emerging XBRL taxonomy for GRC, OCEG envisions stewardship for this new GRC-XML Jurisdiction over five defining domains:

1.    Common Financial and Operational Risk Controls
2.    Corporate Social Responsibility and Transparency Metrics
3.    Issue and Incident Management Taxonomy
4.    Performance Management Reporting
5.    Corporate Policy and Organizational Strategy Taxonomy

The construction of XBRL standards in each domain will address information standards based on Authorities with respect to:

1.    Policies and processes modeling regulatory authority guidelines for laws, rules, and regulations
2.    References and translation procedures based on authority documents
3.    Object definitions, elements, and specifications derived from authority documents
4.    Metrics that define standardized process performance and risk indicators

As painful as the current economic environment is for most businesses and markets, the opportunity for a deeper commitment to developing GRC components for XBRL has emerged. Over the next few years, as business performance improves and economic value ultimately rises, long-term efficiencies will be supported by a more coordinated set of information standards that inherently integrate risk and compliance processes. Advancing compliance and risk management capability across markets and industries is a deeply important and global role that is now assigned to XBRL.

SEC Will Likely Adopt Final XBRL Rule This Year

Written by Bob Schneider
Posted on November 4, 2008 Comments
November 4, 2008 | General | Bob Schneider

Written by Gary Purnhagen     Posted on November 4, 2008

Gary Purnhagen has more than 20 years’ experience in helping firms in diverse industries meet document processing challenges, including SEC disclosure. His engagements have included responding to the SEC’s EDGAR program, use of the Internet and other digital media for information dissemination, and most recently XBRL. He is an independent consultant assisting firms in embracing innovation and responding to the SEC’s pending mandate of XBRL.

In his recent post, Matt Kelly of Compliance Week argued that nobody believes the final XBRL rule will come out before SEC Chairman Chris Cox leaves office. While I respect Matt's insight, and he does bring up many legitimate concerns, I disagree completely with his conclusions. I believe there is a high probability that the SEC will adopt a final XBRL rule this year, and the first mandated group will be required to begin submitting XBRL exhibits beginning early next year. Furthermore, I do not think I am the only one who believes that.

The fact that Chairman Cox cancelled his appearance at the XBRL International Conference in Washington D.C. in October does not diminish my confidence in the successful adoption of XBRL under his direction. Many observers had pegged the conference as the forum for the Chairman to make some announcement regarding the final rule, and they believe his canceling his appearance could only mean adoption of XBRL was in peril. I for one was not expecting Mr. Cox to make that announcement at the conference, primarily because that is not how rulemaking takes place at the SEC. The process is underway; there really is no need for Mr. Cox to continue to cheerlead this initiative.

A Voluntary Filing Program (VFP) has been conducted, rules have been proposed, and a new SEC system called IDEA has been announced that is based on XBRL. The proposed rule has been available for review, the SEC has received over 80 comment letters, and I suspect the SEC is currently finalizing the rule. Delays are the norm with SEC rulemaking. I agree with Matt that we are getting to the eleventh hour, but there still is time. Any day now, we will see a quiet announcement from the SEC that a meeting of the Commissioners is scheduled to consider the recommendations from the Division of Corporate Finance to adopt XBRL rules. Those rules will be adopted.

The recommendations should largely follow the proposed rule. Possible modifications could include delaying the first mandated filing from the 10-K to the first 10-Q. In addition, I hope they do not end the VFP, so that companies can begin to submit tagged financials without the liability associated with “official filings.”

Since Senator McCain called for Cox's head when the financial crisis took off, there have been those who have felt that Cox could be fired, thereby putting XBRL into a limbo state. If Cox were fired, I could see where XBRL could fall into such a limbo state. I do not believe that Cox has to worry about that though. If McCain had the power to get Cox fired, it would have happened already. The fact is Cox is a bright young star in the GOP. He has a future at a state- or maybe even national-level elected position. Moreover, having championed XBRL will be an asset to him.

Consider this scenario: Senator Obama, who has said that he will include Republicans in his administration, wins the election and asks Christopher Cox to stay on to help XBRL become a reality. Stranger things have happened.