Out of the Clouds and Into Reality: XBRL for the Business User

SEC Staff Observations: Element Selection Part 1, Searching

Most of the SEC's recent Staff Observations From Review of Interactive Data Financial Statements document deals with element selection. The ideas are largely summed up in a single sentence, ". . . filers should select the element with the narrowest definition that captures all material information."

The section starts out with a broad outline of tag searching strategies (copied at the bottom of this post). The SEC is encouraging you to develop this expertise and we definitely agree. Someone at your organization should

• have a general knowledge of the taxonomies' structure
• be able to navigate to and search for tags in your taxonomy
• understand how the tags relate to your particular financials and notes
• be comfortable explaining the tag choices made for your filing including why custom tags were created

[fyi, someone using our full service tagging process will be able to do these things]

The current official taxonomy release is at XBRL.US. They have a US GAAP Taxonomies Viewer available. For firms getting ready for their first filing in 2010 it's a great place to start. You can begin work even before you choose a process or vendor. Remember, it's not the tag, it's the definition!

-- Ed Hodder

Filers should select elements after a thorough search of the standard taxonomy and careful consideration of elements' standard definitions, standard labels, and other attributes. Filers will benefit from using several taxonomy search strategies to identify the appropriate element and becoming thoroughly familiar with the general organization of the standard taxonomy. Filers should understand that elements related to any particular face financial statement, such as the cash flow statement, may be located within another face financial statement section, such as the income statement, or within one of the "Disclosures" sections of the standard taxonomy. Also, filers should be aware that inadvertently misspelling search terms or using search terms that differ from standard label names may produce unintended search results, and search results may include elements unique to specific industries which may not be appropriate for the filer.

SEC Staff Observations of XBRL Data

The SEC recently posted Staff Observations From Review of Interactive Data Financial Statements. It is an excellent opportunity to understand what the SEC is looking at in these early days and part of Shelly Parratt's promise (subscription required) to help filers succeed.

I think the fact that we're getting this kind of guidance is another indication that the data will play an important role internally at the SEC. The guidance cuts to the heart of a couple of the more common problems seen in filed data that touch both the accounting and technical sides of XBRL. These data quality issues can hurt comparability and automated analysis. More importantly for the issuing community, they will eventually raise red flags inside the SEC and attract attention to your filing.

Over the next few posts I'll take a deep dive into a couple of the juicier sections. For now, here is an overview.

• Rendering -- Relatively short piece. As Walter Hamscher has mentioned before if there's a conflict between the viewable info and the data, get the data right. Mentions using abstracts to create first level sections in a table. Also mentions formatting that neither the SEC's viewer or XBRL can pull off at the moment.
• Element Selection -- The largest part of the document. I'll review each of the important concepts in future posts.
• Context References -- Partially another bit on elements, partially about the funky beginning date thing.
• Negative values and negated labels -- what we lovingly refer to as signage problems. These errors drove at least 20% of calculation inconsistencies.
• Decimals
• Other observations

-- Ed Hodder

SEC EDGAR System Now Supports 2009 US GAAP Taxonomies

Tom Watson making a run at the British Open...Lance Armstrong in second place on the Tour de France...the SEC EDGAR System updated to support the 2009 US GAAP taxonomies.  I guess old dogs can continue to show us new tricks...=).

Initially announced for this coming Wednesday, the SEC started off their week by announcing support for the 2009 US GAAP taxonomies two days ahead of schedule.  Not that I didn't believe the news but to confirm, I test filed a set of XBRL data based on the 2009 US GAAP data and sure enough, the test was successful.  Although 2 days might not sound like anything, the mere fact that it happened should put to rest the concerns of companies wanting to use the 2009 taxonomies but worried that the SEC wouldn't make the release date.

In addition to the update to EDGAR, the SEC also updated it's EDGAR Standard Taxonomies web page to include support for the 2009 taxonomy, as well as remove support for the 2005 US GAAP taxonomy (RIP, my old friend...=).

If you're keeping score at home, that's one big SEC XBRL open item down and one to go, with the remaining item being the EDGAR System validating against all of the requirements of the EDGAR Manual, Section 6 (Interactive Data).  Let's see how the rest of the week plays out in regards to this one...=)

-Rob

Bowne Viewer Updated With Latest SEC XBRL Rendering Engine

In a previous post I provided an overview of the different XBRL viewers currently in place at the SEC.  The "original"/Voluntary Program XBRL Viewer has been relegated to "the cheap seats" now that a new XBRL rendering engine is driving the display of live-filed XBRL mandate submissions (click on the blue "Interactive Data" button on our latest filing here) as well as documents uploaded to the SEC's Previewer.

Given the visual enhancements made by the SEC in this new rendering engine, and given the SEC is kind enough to continue to make this code available in an open source format, we've now updated the Bowne Interactive XBRL Viewer to render all uploaded XBRL documents using this new rendering engine.  This enhancement once again puts the Bowne Viewer in synch with the renderings being provided by the SEC while providing additional review and approval capabilities not available on the SEC Previewer.

In addition, and unlike the current SEC Previewer, the Bowne Viewer also provides mandate-level technical validation feedback on any uploaded XBRL documents.  Documents currently uploaded to the SEC Previewer are not passed through the SEC's XBRL validators as part of the upload and preview process.  Whether the SEC changes this going forward, we'll have to see...but the Bowne Viewer is ready today to do both (validate and review/approve!).

We hope you enjoy the new functionality, and let us know what you think!

-Rob 

US GAAP 2009 Taxonomy Support Announced; Reminder for SEC Webcast

Today the SEC updated their official SEC EDGAR Standard Taxonomies page to announce forthcoming support for the US GAAP 2009 taxonomies.  On the site, the SEC states that July 22, 2009 is when the EDGAR system will officially support these new taxonomies.  This means that as of that day, XBRL test/live filings based on the  the 2009 taxonomies against the EDGAR system can be done.  Until then, test/live filings can only be done using the 2008 taxonomies.

In addition to this roadmap, the SEC "strongly encourages" companies to begin working with and using the 2009 taxonomies.  I agree completely!!...but what does a company do between now and July 22nd to make sure their 2009 taxonomy-based XBRL data is mandate-ready?  I'd recommend (shameless gratuitous plugs aside...=) the Bowne Interactive XBRL Viewer as it provides not only the visual review of XBRL data but also SEC mandate-level validation when uploading files.  Give it a try and let me know what you think!

Finally, a reminder of the SEC's webcast Wednesday, June 10, 2009 starting at 12 PM ET to discuss Interactive Data Reporting Requirements.  One of the key items of interest on the webcast was going to be listening for the SEC to provide an update on support for the 2009 taxonomies.  Now that that's no longer an issue...=)...there's still lots of interesting tidbits that should be discussed.  This includes clarification around points of conflict within the EDGAR Manual, tagging guidance around topics not covered directly by the EDGAR Manual, and specific discussion on the US GAAP 2009 taxonomies themselves.

Happy tagging!

-Rob

Here A (XBRL) Viewer, There A Viewer...And the Fox and the Chrome

Sounds like a complicated kid's story, doesn't it?  Well, it kind of is...but this story has to do with XBRL viewers at the SEC instead of a weird mix of farm and forest animals.  With the start of the interactive data mandate on April 13th, there seems to be some confusion as to which XBRL viewer the SEC is using, and where.  Add to the mix that one of the viewers doesn't play nice with at least two of the leading web browsers and things get a bit interesting.

The first XBRL viewer the SEC rolled out over two years ago, the Interactive Financial Reports Viewer (let's call it the Old Viewer) has been modified to now only display Voluntary Program filings and thus why looking at it's "Home" page makes it seem like there hasn't been any XBRL filings made to the SEC since April 10th (when in fact, there has been).  Since most (actually all) of the SEC XBRL filings coming in at this time are under the mandate program (roughly 95+% of all operating companies are covered by the mandate), this Viewer won't see much action going forward.

The second XBRL viewer is "new" (in fact, let's just call it that...the New Viewer) and is currently available in two forms, one known as the SEC IDEA Previewer, and the other as simply "the-viewer-that-displays-XBRL-data-when-I-click-on-the-round-Interactive-Data-button-next-to-any-live-filed-XBRL-document-made-since-April-13th" (say that 10 times fast...=).  The New Viewer contains a number of enhancements rendering-wise over the Old Viewer as well as supports the new Section 6 Interactive Data requirements of the EDGAR Manual.

Why's the New Viewer discussion so important?  Two reasons.  First, If you've created XBRL data for the SEC prior to the mandate starting but have yet to see it in the New Viewer, you're in for quite the...ummmm...let's just say "eye-opener".  With the new requirements found in the EDGAR Manual (my favorite: 6.13.3), and given some of the previous hard-coded business logic that was in the Old Viewer that has now been removed, I think it safe to say your XBRL will look quite differently than you've seen it before.

Second, don't be alarmed if the New Viewer evolves over time.  Although the core of the New Viewer is solid, there are still a few issues with it that may or may not be addressed going forward.  For example, the New Viewer currently has a little bit of problem displaying block-tagged Notes if you're running it in Google Chrome or Firefox.  Okay, I'm being nice...it has a LOT of problems viewing block-tagged Notes in Chrome or Firefox.  So, make sure to stay more mainline and use Microsoft Internet Explorer when viewing any mandated filings using the New Viewer.  And don't think about including the single-quote " ' " in the XML Name of your Statement of Stockholder's Equity report, or it causes bad things to happen to your XBRL in the New Viewer...a scary story we'll leave for another time.

-Rob

New US GAAP 2009 XBRL Taxonomies Now Available

[First paragraph updated as my original post was done while XBRL US was still getting their web site set up.]

Today XBRL US rolled out the long-awaited new US GAAP 2009 XBRL taxonomies.  The new taxonomies can be found here and are available for reviewing using their online taxonomy viewer.  From an initial glance, the same 5 industry entry points found in the 2008 taxonomies are still supported (Commercial and Industrial, Real Estate, Insurance, Banking and Savings, Brokers and Dealers) as well as the Document and Company Information (DCI) taxonomy have been updated.  New in the bunch is the updated Schedule of Investments for mutual fund companies.

The only "grain of salt" as of now would be that although the taxonomies are out and available for use, officially the SEC has yet to recognize these new taxonomies as being supported by the EDGAR System.  The Kevin Bacon-esque flowthrough on this is that the Final Rule refers to the EDGAR Manual to find the list of supported XBRL taxonomies, and the recently approved updated EDGAR Manual (just updated today, in fact) refers to this web site for the official listing of recognzied EDGAR Standard Taxonomies.  Unfortunately the new 2009 taxonomies are not yet listed while the 2008 taxonomies remain on the list (and honestly have to remain on the list, as the SEC simply can't shut these down over night).

I'm sure this is only a timing issue and now that the taxonomies are actually out, the SEC will move quickly to update the list of Standard EDGAR Taxonomies to include the new 2009 taxonomies.  Until this occurs, the official SEC party line is that filings based on taxonomies not on the list are not supported by EDGAR and thus test or live submissions cannot be done using them (although work-arounds do exist...=).  

Net net is this is great news as it represents the final outstanding piece to the start of the mandate puzzle.  I would recommend anyone currently tagging data, or soon to start, move aggressively to begin reviewing and ultimately tagging with these new taxonomies, especially those companies impacted by FAS160 or FAS141R.  Having said this, I do find it interesting that the taxonomies have a February date and yet they just released today.  A bit peculiar, isn't it?...=)

-Rob 

SEC Publishes Lists of Detailed XBRL IDEA Errors and Warnings

The SEC has published a list of XBRL "error" and "warning" messages that accompany the checking they'll be doing on test and live-filed XBRL documents that are filed under the mandated program:

SEC XBRL IDEA Errors and Warnings List

This list can be thought of as as the implementation side of the new EDGAR Manual Section 6 "Interactive Data" rules.   "Errors" are issues with XBRL documents that will cause an XBRL filing to be rejected while "warnings" will not.  The list counts 829 errors and 19 warnings and are mostly technical in nature.  

One important clarification that I already see in the lists is Warning #8, which addresses XBRL calculation inconsistencies.  The importance of this is simply what list it's in, and that's the "Warning" list and not the "Error" list.  This means that XBRL calculation inconsistencies will not cause an XBRL filing to fail and therefore helps clarify EDGAR Manual Interactive Data rule 6.15.2.  The topic of XBRL calculation inconsistencies is worthy of a whole separate blog post...and in fact, will be.  For now let's leave this chalked up to these lists providing additional clarity around the EDGAR Manual, which is a very good thing.

Definitely keep this URL handy for mandated filings, and cross your fingers that the other main piece of the SEC XBRL mandate puzzle yet to see the light of day, the link to the new US GAAP 2009 taxonomies, is coming soon.  I mean come on...they have to be coming soon, right?  Three-to-four months before the first mandated filings hit, and less than 30 days before the first voluntary mandated filings hit, and STILL NO NEW TAXONOMIES?!

Note to XBRL US and the SEC:  If you'd like to talk to a few registrants to get their take on the impact these new taxonomies not yet being available is having on them, I'd be happy to facilitate the calls.  Open offer...take it or leave it...=).

-Rob

SEC EDGAR Manual XBRL Changes: More Than Meets The Eye

Yesterday I was tipped off by a big West Coast tech company that felt the tracked changes identified by the SEC in the latest draft version of the EDGAR Manual that came out yesterday (available here) weren't all they were tracked up to be...;o).  Curiosity was getting the best of me so I did a PDF compare of the December 2008 EDGAR Manual and the March 2009 EDGAR Manual draft versions, focused solely on the interactive data (XBRL) section, and the results are contained here:

Download Bowne_SECEDGARManualsXBRLComparison 

As you can see, there are way more changes than what's initially apparent by solely looking at the March version.  To better understand the tracked changes contained within the document, the following legend applies:

RED changes:  SEC identified changes

GREEN underlines:  New content not identified by the SEC

YELLOW triangles:  Deleted content not identified by the SEC

(Did that just come off like a Sesame Street episode??)

For those looking to jump in and simply get the latest/most current validation scoop, then this comp document probably isn't a big deal.  For those looking to see what truly changed from the December to March draft, enjoy!

-Rob

Latest Draft of EDGAR Manual and XBRL Validation Rules Released

The SEC has released an updated draft version of the EDGAR Manual (now officially referred to as Version 11) that contains detailed validation rules for mandated XBRL filings.  The link to the PDF is here (be ready...it's 18 MB) and although still a draft, the SEC is expected to vote on this and, if approved, is scheduled to take effect on Monday, March 16, 2009 (which should not be confused with the start of the mandated filing program, which is April 13, 2009).

My initial reaction from doing a review of the tracked changes is that much has stayed the same from the original draft released back in December while a number of the specific rules have had their examples modified or firmed up.  Although a small change in the midst of the 125+ rules contained within, it is good to see that the list of special characters not allowed in XBRL labels has been modified to now allow the following:

":", ";", "&",  and "%"

Although purely cosmetic in nature, this change will allow XBRL labels such as "In-process research & development" and "Gain on repurchase of 1% Convertible Subordinated Notes" to match their HTML brethren...which is a good thing.

Unfortunately a number of the specific rules I was hoping would have their examples made stronger/more direct to the tagging process did not.  Specifically, search Secton 6 and you will not find reference to "Audited" or "Unaudited" data although item 6.6.11 says:

"An instance containing multiple reports about the same entity for the same periods under different reporting assumptions must distinguish the facts in different reports using xbrli:context elements whose xbrldi:explicitMember elements have a dimension attribute of us-gaap:StatementScenarioAxis"

...and then refers to "actual" data in the example when instead it could/should provide an example of how to tag "Audited" and "Unaudited".  Call me crazy that it'd be a good idea somewhere within the XBRL rules to address this since most companies at some point identify portions of their data as such.

And then there's still a few inconsistencies such as:

5.2.4.1 The XBRL portion of a submission is comprised of two major components:

                1. One or more instance documents

6.1  One or more instance documents (instances) that contain actual data and facts

6.3.8.  A submission must contain exactly one EX-100.INS [voluntary program instance document] or EX-101.INS [mandated program instance document]

Regardless, it's still very good to have this out in a more final draft so we can all finalize preparations for XBRL filings on and after April 13, 2009 (the start of the mandate).  Now, if we can only get the SEC via XBRL US to approve and release the US GAAP 2009 taxonomies, all the core pieces of the mandated filing puzzle will be in place.  Putting the pieces together...well, that's for a different blog post...=).

-Rob

XBRL Final Rule for Mutual Funds Now Available

Another proverbial shoe dropped in place today as the SEC released the XBRL Final Rule for Mutual Fund Risk Return Summary on their website. At first glance, the rule looks to follow many of the items originally included in the Proposed Rule (save for the start date), and with the operating companies XBRL final rule, as follows:

1. Effective January 1, 2011 for all open-end mutual funds
2. Focused on Form N-1A  
3. Must be submitted concurrently or within 15 days of traditional (HTML) filing
4. Must be posted on company website by end of submission calendar day 
5. Penalties for not submitting
6. Limited legal liability, with provisions ending October 31, 2014 

Although the voluntary program is quickly coming to an end for operating companies, mutual funds are able to continue to submit risk-return information voluntarily through December 31, 2010, and indefinitely for their financials.  In addition, mutual funds can submit just portfolio holdings in XBRL without having to submit other financial (statement) information.

Good news is the entire rule is only 114 pages (almost 100 pages less than the operating companies rule).  Happy reading and stay tuned for a Bowne Plain English overview of this rule coming soon.

-Rob

XBRL Final Rule hits Register; Voluntary Program End Date Established

More pieces of the final rule puzzle continue to fall in place, as today the XBRL mandate final rule hit the Federal Register.  This is important for two reasons:

1. Rule is now officially recorded/"on the books"
2. Provides start date of the rule:  April 13, 2009

The latter clarifies an open point that's been unaddressed since the vote to approve the mandate back in December, and that's when the current voluntary filing program comes to end.  Looks like we have our answer.  It's April 12, 2009...the last day for companies to be able to submit XBRL voluntarily, and under the rules of the voluntary program.  Come April 13, 2009, it's the dawn of a new filing day...and the start of the SEC enforcing the XBRL submission rules contained in the EDGAR manual.

The final version of the revised EDGAR manual is the next puzzle piece we await, and our hope is it's not too far from seeing the light of day given the complexities found in the draft version.

Is it Live, or is it Memorex?: SEC XBRL Validation Fake-out, Part I

SHORT VERSION:  You do not have to use the US GAAP "Document and Entity" tag EntityPublicFloat to file XBRL documents currently to the SEC even though this tag is part of the "Public Validation Criteria" that the SEC (supposedly) started validating submissions against as of December 15, 2008.

LONGER VERSION:  A few blog posts back I talked about the SEC's release of XBRL creation (validation) criteria via the Public Validation Criteria (PVC) and the revised EDGAR Manual (still a DRAFT version at this time).  A quick recap for those just joining us, the PVC can be thought of as a subset or precursor to the complete set of rules contained in the revised EDGAR Manual that will be the basis of validating all mandatory filings.  However, since the revised EDGAR Manual is not yet final, the SEC had to find a way to start enforcing some of these validation rules sooner rather than later, so they did so via the PVC...starting on December 15, 2008...or so we thought.

The PVC contains a list of 26 rules, one of which (number 2) details 13 "document and entity" tags that XBRL submissions must contain when filed to the SEC.  One of these 13 tags is EntityPublicFloat, data of which is typically found on a 10-K but not a 10-Q.  Today a client who was finalizing a Q-based XBRL filing asked:  "If the Entity Public Float tag is required tag by the SEC, and yet we don't include that information on our Q, what should we put as a value for the tag?"  Hmmm...good question.

My first thought was to tag using a blank (or "nil") value for the tag and include it in the client's filing, but due to a bug in the SEC Viewer, this wouldn't be picked up and displayed.  Next step was to check out a couple of recent live filings to make sure this tag really did have to be included in the submission.  Much to my surprise, I noticed Philip Morris' most recent filing did NOT include this tag.  Hmmm...strange...since again this tag is on the PVC list and the SEC (supposedly) started enforcing this list 12/15/2008.  Something wasn't computing since Philip Morris clearly was able to live file without this tag so...

...after running a few test filings internally, yep, it's true...XBRL submissons don't currently need the EntityPublicFloat tag...even though it's supposed to be required.  Live?  Memorex?  Man, my brain hurts trying to keep all this straight.  I'm sure the SEC will sort this out as they tighten up ship in preparation for the mandate but the moral of this story goes something like this:

If you're in to moving targets, stick around for a while...this is bound to get even more interesting as we approach the start of the mandate.  If you're trying to test or live file XBRL documents to the SEC over the next 60-90 days, don't place any weight on reviewing SEC filings made prior to 12/15/2008 and make sure you're working with someone that knows how to investigate and explain validation anomolies such as this.

-Rob

SEC Final Rule on XBRL for Operating Companies Now Available

So much for the mystery of whether the XBRL final rule would ever see the light of day...;o)

Today the SEC posted on their web site the final rule on XBRL for operating companies.  The link to the PDF is here and not that I'm telling anyone to skip pages, but the Summary of Adopted Amendments starts on page 20...=).  Hopefully you have a little free time on your hands as the document has grown from 143 pages (proposed rule) to 206 pages (final rule).

Happy reading...and stay tuned for more blog posts on specific aspects of the rule, as well as a Plain English overview of the final rule made available on our main XBRL landing page.

-Rob 

XBRL and the New Administration(s): Trouble Ahead?

How could one not feel at least a bit of (renewed?) pride in this country after watching President Obama's swearing in.  The people...the flags...the pomp...the circumstance...it was all there.  He took the oath, waved goodbye to GW and Mrs. B, and got down to business.  Oh alright, not right away, as he had a few galas to attend, but come Day Two...time to put away the tux and get down to business.

When it comes to XBRL and the new Adminstration (actually Administrations given the revolving door at the SEC), things were already a little up in the air with a new incoming Chair of the SEC (more on that later).  Not a big deal, right, as all the SEC had to do was move their rule making process forward and wrap the XBRL rules up before all this change started happening.  

What's that?  The XBRL rules didn't get finalized before yesterday?  Oh boy...I guess that means the government-wide memo from Obama's Chief of Staff Rahm Emanuel today effectively putting the breaks on all pending regulations comes into play with XBRL.  Although the SEC technically doesn't have to "follow"  a memo such as this (being an independent regulator), they almost always do...which means the final XBRL mandate rules are officially on hold since they had yet to hit the Federal Register.

On a quick digression, what's interesting to me about this is that Christopher Cox's time as Chair is over; he resigned yesterday.  As everyone knows, XBRL was Cox's baby.  He knew his time was short at the SEC and thus I would think have done everything possible to make the final rules official by getting them in the Federal Register BEFORE he left.  The reality is he didn't...or couldn't (Conspiracy Theorist Alert:  Was the holdup inter-agency vs. intra-?)...and now the rules have to wait in line for review by the Obama Administration. 

Adding to this air of XBRL uncertainty is new SEC Chairperson Mary Schapiro.  Although pro-investor and familiar with the turf, she takes over the SEC in a time of crisis with what I'll presume are a number of urgent matters in line ahead of XBRL.  Although it's expected her confirmation as Chairperson could come as soon as next week (Senate Banking Committee testimony coverage here, video here), I bet she'll want to get her new house in order before doing anything too drastic (good or bad) with XBRL.

So, where does this leave XBRL?  Although my crystal ball is a bit cloudy right now (nothing to do with the "I-really-wanted-to-be-at-an-Inaugural-Ball" beverages I had last night), I would tend to lean towards the sentiment expressed by Diane Mueller in her CIO post.  XBRL is a good fit at both the Administration and incoming SEC Chair level, does good for a number of key constituents in this information supply chain, and has even been embraced publicly by many companies (okay...fine...mostly larger ones, but any is better than none, right?).  

The next few weeks will obvioulsly hold the answer to the main question:  Can XBRL survive the storm of change hanging over DC?  I believe it can...and will...and thus my recommendation for all Group 1 companies to stay the course and continue preparing for a June 30th-based mandated XBRL filing.  Anything less would be...well, unpatriotic...=).

--Rob