Sunday, January 22, 2006

Cox Speech at XBRL US Conf SJ

While it was clear Cox's warmup speech to the XBRL US Conference Silicon Valley was very incisive and supportive of the XBRL initiative, the follow up podium comments by his IT Director Corey Booth appeared to be somewhat guarded in it's support - often indicating the wish of the regulator to let the market decide on the pace of adoption. Time will tell whether this was good politics or good sense at a time when the SEC's voluntary program is close to being a joke in terms of adoption.

Clearly the benefit of this new reporting standard is more illusory than its advocates would like us to believe, and the role of the SEC and fear rather than greed is more important to reaching the proverbial tipping point.

Saturday, January 21, 2006

XBRL US Conference - San Jose

Lifting the Lid: New accounting technology gets cold shoulder

20 January 2006
Reuters News
(c) 2006 Reuters Limited

SAN JOSE, Calif, Jan 20 (Reuters) - A revolutionary technology that could standardize the way corporate results are reported and speed up trading decisions is facing a big problem -- few people are interested.

The technology, known as XBRL or Extensible Business Reporting Language, has been around for about eight years and is touted as a development as important for financial reporting as the bar code was for retail pricing.

It works by labeling financial information with computer-readable tags so regulators, investors, managers and other stakeholders can make apples-to-apples comparisons in financial statements.

XBRL has the support of about 400 organizations, including some of the biggest players on Wall Street and in Silicon Valley, as well as a ringing endorsement from U.S. Securities and Exchange Commission chairman Christopher Cox.

But despite five years of marketing, few companies are using the technology and investors are not exactly clamoring for it. Only about 200 people showed up at an XBRL convention this week in San Jose, where it was clear much of the investment community and corporate America are giving the technology the cold shoulder.

The attitude among the business community is 'if it ain't broke, don't fix it', said Michelle Savage, vice president of investor relations services for PR Newswire and chairwoman of the XBRL-US Adoption Working Group.

Cox says the development of XBRL is one of his top priorities this year, but under a voluntary filing program, the commission has received only 22 XBRL filings from nine companies. With this in mind, the SEC said earlier this month it would expedite the review of registration statements and annual reports for companies that use XBRL. It will also alert companies when it plans a review.

But critics say the technology is too complicated and would require expensive consulting from the very companies that back it. It also lacks simple-to-use software that would make the difference for some.

"It's a concept that requires a bit of an investment of mental energy to understand what it is going to deliver back to you," said Dan Roberts of accounting firm Grant Thornton and chairman of the XBRL-US steering committee.

"Then you have to make a commitment to invest in either systems or people to be able to consume that data. If the data's not there to consume, you're probably not going to make a major investment."

To make matters worse, the accounting departments of U.S. companies have been tied up with the requirements of the Sarbanes-Oxley corporate reforms introduced in 2002 after a spate of corporate scandals, as well as new stock option expensing rules.

"Companies that are impacted and can see the immediate benefit of XBRL have been wrestling with higher priority things, such as Sarbanes-Oxley ... that was the fire closest to their feet," said Wayne Harding of Rivet Software, a company that provides software for XBRL.

But XBRL's backers, which include Microsoft Corp. , Morgan Stanley and Reuters Group Plc , say the system would simplify accounting systems. And instead of sifting through mountains of information, investors would be able to search for data instantly, or set up automatic trades based on earnings or cash flow results.

United Technologies Corp. , the maker of Otis elevators, jet engines and heating and air conditioner systems, said this week that XBRL helped it simplify some of its accounting and it only cost about $35,000 to implement.

According to Morgan Stanley, financial statements in XBRL can reduce the four or five hours it takes analysts to update financial models and copy information to as little as 45 minutes.

And The Federal Deposit Insurance Corp., the first government agency to require XBRL, said this week the technology reduced the delay between the end of a quarter and the time it received its first report from a bank from several weeks to 16 hours.

"It's kind of hard to believe it went as smooth as it did," Jerry Russomano, deputy chief information officer at the FDIC, said at the XBRL conference this week.

Russomano said XBRL reduced staff work and the data received by the agency was cleaner.

"At some level it's a chicken or egg problem. You can't assume that all the analysts are going to get interested until they actually start seeing the data," said Corey Booth, chief information officer at the SEC.

Booth said the SEC raised a lot of interest after it offered incentives to participate, but investor demand is really what will make XBRL a success.

(Additional reporting by Joel Rothstein in Washington)

Monday, January 09, 2006

The SEC's Focus on XBRL

Broc Romanek Editor of TheCorporateCounsel.net

It appears that one of Chairman Cox's top priorities is the use of XBRL; here is a speech he gave last week on the topic (and here is another speech he gave recently). The SEC's XBRL pilot has been in operation since April - and in that 6 month period, a total of 19 filings have been made in XBRL. I believe there's a reason for this: the technology is complex and the payoff for a company that dabbles in it is small (at least right now), so that no one wants to invest in creating even an XBRL test filing.

Chairman Cox is absolutely right in his concern that the SEC is behind the curve regarding the use of technology to give examiners a jump on where to focus their resources, but I'm not convinced that widespread adoption of XBRL will be the big breakthrough that helps solve that problem. Plus I believe it will take quite a while to get most companies over the XBRL hump (EDGAR was not built in a day; it took roughly a decade until full implementation).

From what I understand, there perhaps are other quicker - and cheaper - ways for the SEC to leverage automated analysis. For example, the SEC could buy data and create analytics based on XBRL data; there are multiple XBRL providers already and some can convert financial statements into XBRL almost on the fly. So the SEC could do what the FDIC has already accomplished - create a templated report that every company has to file and this template could have XBRL behind the curtain. Just my ten cents...

November 15, 2005

Transparency of fact or fiction . .

Proponents of XBRL argue that XBRL will make possible a clear, consistent presentation of financial statements, allowing more comprehensive and frequent (and possibly automated) oversight. However, the problem with assigning a presumed level of integrity for tagged information is that there is no guarantee that the data is factual!

Given the unlimited and substantial financial incentives for unscrupulous behavior in the business world, this reality is quite material. It is critical therefore those XBRL statements be posted after an audit to allay concerns that companies may simply demonstrate “transparency" by providing such samples.

Friday Dec 23, 2005
Today’s news is an important XBRL adoption milestone:

Today's 8K filing prepared and submitted by United Technologies Inc. heralds the first XBRL filing in the SEC voluntary filing program to receive an attestation performed under under AT101. AT101 was adopted by the PCAOB in May 2005 and provides guidance for auditors who are engaged to report on whether the XBRL data accurately reflects the corresponding information in the official EDGAR filings.

United Technologies 8-K

Report of Independent Registered Public Accounting Firm

PCAOB Q&A on AT101

The SOX time bomb

Posted by Larry Ribstein:
Today’s WSJ notes that securities cases are temporarily down in this stable-to-up market, but attributes many of the suits that have been filed to stricter financial reporting, and warns:

Just wait for the next economic downturn, when class-action lawyers will be able to exploit SOX's new "internal controls" documentation as a roadmap.

Precisely. As I said in my paper, Sarbanes-Oxley after Three Years,

The main problems with the internal controls reports . . . may persist even after firms have established reporting procedures and infrastructures. Most importantly, SOX imposes significant new liability risks, since a clever trial lawyer might be able to trace virtually any business problem, in hindsight, to a failure to implement some internal control.

In other words, SOX has a litigation time bomb set to go off the next time stocks go down. This should be enough to counteract all of the sanguine pronouncements we’ve heard lately about how well SOX is working. Reminds me of the joke about the guy who jumps off the roof of the 100 story building. When asked, around the 50th floor, how he’s doing, he says “ok so far.”

Defenders of SOX might persist in arguing that all this disclosure causes risks to be efficiently priced and gives firms the right incentives to address potential problems. But this heroically assumes an efficient litigation system that accurately assesses damages at the right deterrence/compensation levels and avoids problems like hindsight bias.

The real question is whether the risks from self-interested Enronesque executives exceed those from, among others, self-interested litigators and imperfect courts. It would be nice if someone actually tried to figure that out, including the overriding question whether this is better done by contract or by the states. But nobody did when SOX was enacted in a regulatory panic (see my article, Bubble Laws, 40 Houston L. Rev. 77 (2003)). The ingredients were poured into a petrie dish and left to fester for a few years. It will be interesting and, I think, distressing, to see what crawls out of the dish in a couple of years when the securities markets go down.

Sunday, January 08, 2006

2005 XBRL quotes

Peter Derby, Managing Executive for Operations & Management, Office of the Chairman, U.S. Securities and Exchange Commission, in his remarks before the 11th XBRL International Conference:”Better, Faster, Smarter Business Reporting Using XBRL,” April 26, 2005, stated ”The benefits for XBRL for internal use have yet to be fully demonstrated. An organization looking at XBRL as a potential new format for regulatory reporting may not see the value in moving to the new standard. However, an organization utilizing XBRL to improve internal reporting and management capabilities will view external reporting in XBRL as merely a logical step in their integrated reporting process. I believe more needs to be done to demonstrate these internal benefits of XBRL to further its widespread use.”

Christopher Cox, Chairman U.S. Securities and Exchange Commission, Nov 2005,"XBRL holds the potential to revolutionize financial reporting and corporate disclosure worldwide. … The interactive data that XBRL data tagging makes possible can help everyone in this room achieve many of your different goals: keeping investors informed; minimizing your costs and improving your productivity as analysts; and managing your own companies better with real time management control information. SEC intends to be at the forefront of the reporting revolution promised by interactive data."

Wednesday, January 04, 2006

SEC's Dilemma

So... we know that Section 408 of the Sarbanes-Oxley Act of 2002 mandates a 33% review of all US publicly traded companies. Current estimates for reviews is somewhere south of 15%.

The shortfall cannot be met with current organizational and technical systems. And the shortfall canot be met by beefing up manpower at the SEC - it is humanly impossibly for the SEC therefore, to meet their obligations to Congress based on their current trajectory.

So... we also know there are new regulatory rules that require companies to file their quarterly reports within 60 days after the period's end. We also know that over 40% of US Multinationals would be unable to meet this deadline.

The shortfall cannot be met with curent organizational and technical systems.

So... we know that despite the worst corporate debacles in history and some of the highest litigation suits filed for improper disclosure in the last 5 years, the SEC stabs at the root cause but hesitates to institutionalize change.

It appears the SEC wants the market to do the walking, testing the market acceptance of XBRL through the Voluntary Filing Program (VFP), encouraging software vendors to provide effective tools and services to help in the transition to XBRL, and then judge the degree of complacency to transparency and then decide on whether a mandatory edict to tagged filing via XBRL is necessary.

As someone recently lamented, the regulators have to walk a fine line -- steering between a Panglossian view of the markets and the Nirvana fallacy that regulation is appropriate whenever markets fail.

Comments on SEC & XBRL

Very informative responses by Committee of Finance and Information Technology to SEC on interactive data initiative and the use of XBRL

CEO's Reporting Challenges

Financial Executives International President and CEO Colleen Cunningham prepared a list of financial reporting issues she believes will be of vital interest for preparers and that will require attention during 2006.

XBRL was #6 on her list..

Both the SEC and FASB have staff dedicated to eXtensible Business Reporting Language (XBRL). The SEC had asked for voluntary reporting by companies under XBRL for 2004 reporting. Although very few companies voluntarily reported using XBRL, new SEC Chairman Christopher Cox has made technology a priority for the commission. As software providers create products that are user-friendly for preparers, it is expected this project to gain more momentum in 2006.

Supply Chain Unmet Need

Notes captured from the XBRLShow, interview with Dan Roberts of Grant Thornton and Chair of US XBRL Steering Committee.

Information value chain . . . users of information from inbound receivables clerk to the bank and the auditor and accountant to the investment analyst and the investor – throughout that information value chain we find gaps in the smooth flow of information. . .the aggregation and amalgamation of information, we find re-keying, we find proprietary systems with uncomfortable and opaque interfaces, and generally we find that systems that are designed to serve the needs of all the individuals are optimized for those individuals needs and are therefore disconnected from the sources of information downstream and the systems upstream because they focus on the particular users in the value chain. If the information can be provided in a tagged file, the recipient can decide what they need.

Opportunities for software vendors – Improve quality of rendering, analysis, convert and present XBRL to users in a form that end users can relate to. .

Perspective from users - first adopters will be regulators, we see that around the world.

Regulators understand that they need access to massive amounts of information and data, that they have limited budgets. SEC is looking more and more towards interactive data.

SEC Cox: You should know that every appointment I make will be consistent with this vision of tapping the possibilities of interactive data.

Tagged information will enable regulators to do more for less. Mandate from the markets and from Congress as specified in SOX 408 – puts the onus on the SEC to analyze ALL filers with a frequency of not less than 3 years and all filers with a higher risk (based on 4-5 criteria). We’re now looking at a situation where the SEC is mandated to look at 37-38% of all filers once a year compared to around 18% (at best) at the moment. Cannot achieve the mandate of protecting investors, encouraging capital formation and promoting healthy markets without making a major change in how they operate. Regulators will lead, software vendors will follow, and analysts will follow. ERP will build XBRL into their products. Move to open standards . . . businesses recognize the information value chain advantage that this will give to them.

Lender liquidity example – driven by Basel II, currently outside the US – focused on liquidity and statutory reserves. Banks need to stratify their risk, their lending portfolio into “high, low, medium.” Need to hold different levels of bank reserves depend on the lending portfolio or risk. Risk premium built into the loan based on the age of the information provided. Time the credit systems are risk ranking the company it may be moments to weeks and months to re-key it into their internal systems. Company may have turned a corner on their business in that timeframe. If the company can provide 30-40 data points into an electronic lockbox so that you’re not seeing deep into my systems but you’re seeing important financial information – inventory, HR, pension obligations extracted from ERP/Financial Management Systems and put these numbers into an e-lockbox on a regular weekly basis. Risk inherent in the latency of data virtually disappears. Bank can see how the company is doing in real time. Company wants the bank to take out of the cost of funds to me the inherent risk premium and the company will go to all the major banks that provide credit risk and the banks that take the most advantage ..the best recognition of reduced risk to the bank will be given the business. Bank can populate their risk model now. I want to make the ability to do this to all my corporate customers for my loan portfolios. So it will make funds management more efficient. More capital to work in the right places, less dead reserves.

The gotcha . . non trivial implementation of technology and infrastructure. Hairy, ugly example in the past . . . but getting less hairy and less ugly. Technology has to provide a robust ROI.

Tuesday, January 03, 2006