Web-Only Disclosure: Less Continues to be Not More

June 21, 2012
by Michael Becker, Senior Vice President, Financial Product Strategy

Michael Becker, SVP Financial Product Strategy

At the recent NIRI National event in Seattle, I attended the recurring panel on web disclosure.  In 2010 I authored a post-NIRI blog about a similar Web disclosure panel and I wanted to take a few moments to tell you what has changed (or not) over the past 24 months.

So what has changed since NIRI’s first foray into discussing web disclosure?  Largely nothing.  Microsoft, the panel’s moderator, web discloses earnings-only and continues to utilize a commercial newswire for IR and PR purposes (119 times YTD), Thomson still preaches about the benefits of web disclosure in order to promote its half-baked newswire, former SEC attorneys tell us that an 8-K is disclosure and the NIRI community is yet again rendered unable to answer the key question: As communicators, is communicating less fully and less fairly okay?

The reality is that web-only disclosure cannot stand-up to what commercial newswire services like Business Wire provide quarter-after-quarter without fail:

  • Editorial Efficiency: I teach at a local business school and tell my students (repeatedly): put down your project for an hour or two and when you come back, the errors will stand out.  As professional communicators, we do not always have the option to “walk away” from our work for a few hours.  That is precisely why a newswire editor is so imperative to your news release process.  Business Wire editors work 24/7/365 for you, professionally formatting your copy while catching thousands of errors each year.  Publish press releases directly to the web and you are essentially a “Wallenda” without a net.
  • Audit Trail Assurance: From start to finish, the Business Wire process is fully audited.  We know who submitted what and when, and which editor worked on your project every step of the way.  When the SEC comes calling, and they do regularly, it is the Business Wire audit trail that protects you.
  • Redundant Systems: Business Wire spends millions of dollars each year maintaining and upgrading its replicated, secure servers in San Francisco and New York.  With Business Wire you never have to worry about website continuity.  The same goes for our InvestorHQ clients too!
  • Truly Simultaneous Distribution: Somewhere in this discussion simultaneity has fallen by the wayside.  But it can’t.  In an environment that is getting faster and faster, web posting is slower.  Why reward those with multi-million dollar systems geared to scrape your website with privileged access?  Business Wire ensures simultaneity of your news delivery – - to the millisecond.  Disseminate over Business Wire and your content is ubiquitous to the world instantly.  Now that’s full and fair!

We at Business Wire are firm believers in technology and best practices.  Admittedly, our very vocal, public stance could be construed as self-serving.  Therefore, if you can counter that disseminating a full-text press release over a commercial newswire isn’t the fullest and fairest way to achieve Regulation FD disclosure, we are all ears.


Business Wire’s Michael Becker Takes On Web Disclosure

August 2, 2010

Recently, Bulldog Reporter’s IR Alert published a piece authored by Thomson Reuters’ Steve Roycroft on web-based disclosure and its future.  Michael Becker, SVP, Financial Product Strategy for Business Wire, responds today in an article called It’s Time for the Truth: Let’s Unleash the Facts — a Response to Thomson Reuters’ Web Disclosure Column. If you work in investor relations, make sure you give it a read to ensure you’re getting an accurate picture of the state of disclosure today.


XBRL Update: July 2010

July 12, 2010

On July 8th, the SEC deployed updates to its official XBRL rendering engine (“Viewer” and “Previewer”) to address rendering issues for footnotes tagged at a detailed level. Below, learn more about this development.

Q2 2010 is the first quarter many Large Accelerated filers will begin filing footnotes tagged at a detailed level along with their face financial statements.  Unfortunately, preliminary rendering results with the old Viewer were not very promising. For example, our testing showed the following rendering errors for information tagged at the detailed level (to name a few):

  • Certain segment reporting information and dimension members did not render
  • Notes tagged at a detailed level with the words “Cash” or “Equity” in the group title did not render
  • Unrelated monetary elements, abstracts, data and time periods rendered repeatedly in multiple different notes, which lead to misleading information and made reviewing virtually impossible
  • Decimals and currencies did not render appropriately

To facilitate the first wave of XBRL filings with detailed level information, the SEC enhanced its rendering engine to eliminate certain rendering errors and issues.

What does this mean to my company?
The SEC’s enhanced Viewer fixes many “bugs” and minor rendering issues for both year one and year two requirements. Significant fixes primarily relate to:

  • Improved handling of mixed data types (units and decimals) within the same report.  The Viewer can now display different units of measure in each group
  • Updates to level iv detail tagged rendering to ensure complete display of all tagged data and improved rendering of column headings
  • Allows for the display of currency symbols to ensure currency symbols are not displayed in the rendering for non-monetary amounts
  • Improvements made to display non U.S. Dollar and other symbols
  • Enhancements to Statement of Stockholders’ Equity rendering and detailed reports to eliminate duplicated ending balances

However, one issue that is not fixed relates to the 2009 Commitments and Contingencies element.  Accordingly, we will continue to use the SEC prescribed workaround for this line item, where applicable.  Business Wire is already updating the source code on our rendering tool and we expect to have it running with the enhancements shortly.

Finally, please keep in mind that although the SEC’s Viewer has been updated, differences between the HTML and XBRL filings will continue to exist.  Potential rendering differences expected for Level iv detailed tagging include:

  • Labels in the same group may not exactly match the expected footnote labels
  • Narratives and tables may be combined or split up to improve rendering and review

Business Wire is more than happy to review with you rendering changes and differences that apply specifically to your filing.

Have any XBRL questions or concerns?  Simply contact us at XBRL@BusinessWire.com.


Business Wire White Papers Now Available

June 15, 2010

- by Phil Dennison, Senior Marketing Specialist

Recently, Business Wire launched a series of white papers on a variety of public relations- and investor relations-related topics. The first two in the series are now available:  Engaging Global Audiences – Public Relations and Bridging Borders by Neil Hershberg (Senior Vice President, Global Media) and The State of XBRL – Rules, Regulations and Best Practices by Michael Becker (Senior Vice President, Financial Product Strategy).

To download these valuable information pieces, visit http://GloMoSoMe.BusinessWire.com.


NIRI National Sessions Miss the Mark on Disclosure

June 14, 2010

– by Michael Becker, SVP, Financial Product Strategy

Michael Becker

In my humble opinion, the 2010 NIRI National Conference was a tremendous success, albeit in one area.

The annual conference committee’s courage to tackle hot button issues like the SEC’s Regulation FD Interpretive Guidance is commendable.  However, in its zealousness, I believe attendees were over-served FD, often by ill-informed “experts” and biased parties.

Ill-informed experts and biased parties speaking at NIRI National? Why, yes.

Daniel Kinel of Harter Secrest & Emery LLP, in his session “Fair Disclosure and the Web,” stated that a six-minute delay between web-posting and an 8-K was “simultaneous enough.”  (As an aside, I approached Mr. Kinel and explained why six minutes at 4:00 pm ET is a wide gap — i.e., after-hours trading.  His response: “Good point.”)

How about James Moloney of Gibson, Dunn who believes leveraging notice-and-access news release disclosure for earnings can save an issuer $40 – 50K annually?  (Mr. Moloney, ever heard of a Metro distribution?  It’s only $210).  Mr. Moloney also discussed the newswire upload process, calling it an extra, cumbersome step.  That is a pretty myopic view coming from a person who is paid to protect his clients.  The extra step ensures that material news content is vetted, secure, error-free, properly formatted and disseminated to the markets in a ubiquitous manner.  My hunch: Mr. Moloney will be busy when issuers self-publish content via WYSIWYG tools with errors (spelling, formatting, etc.).

While the web is assuredly more important for issuer communications than ever before, I do not believe there has been a seachange since the late-2008 survey that found securities attorneys favor wire services over corporate web sites for disclosure of material news. Maybe the Moloneys of the world see the Reg. FD Interpretative Guidance issue as a way to increase billable hours? Furthermore, research has shown greater dissemination improves stock liquidity and lowers volatility while enhancing a firm’s visibility; it can even lower the cost of capital.

Finally, how about ThomsonReuters, who spent a pretty penny on its lunch session, just to tell issuers how disseminating to a handful of distribution points via its mechanism is best practice? (I liken it to telling my son to strive for a C because it’s passing.)

It’s one thing to discuss a topic openly in a transparent manner; it is entirely different when NIRI members are plied with inaccurate information over the course of multiple redundant sessions.  For a more accurate look at what NIRI members really feel constitutes proper disclosure, see Neil Hershberg’s recent entry, “Common Sense in Investor Relations.”

In closing, I am young, hungry and ambitious. There is no way I would hitch my wagon to an antiquated business model. Furthermore, I am a realist when it comes to the technology adoption curve and genuinely believe if/when the time comes that another model for material news distribution is better for issuer communications, Business Wire will be right there, doing what we have done for 50 years, evolving to suit the needs of our customers.

Until then, take a step back, look past the self-interested zealots and see the forest for the trees; traditional newswire services today provide the single best method for satisfying Regulation FD disclosure. PR Newswire’s long-time consultant Mark Hynes states it best: “If I believed that they were making buggy whips, I wouldn’t be there.”


How Much Does XBRL Compliance Cost?

May 11, 2010

– by Michael Becker, Senior Vice President, Financial Product Strategy

Recently, I had the chance to address a question that’s becoming more common, and wanted to share the answer with readers of this blog: What does XBRL conversion cost? While I cannot tell you what other vendors and software companies charge, I can share that costs (time and money) are in line with or less than the SEC prediction on pp. 132 – 142 of its final rule (http://www.sec.gov/rules/final/2009/33-9002.pdf).

This is very positive news for the U.S. SEC XBRL initiative. Remember the SEC’s prediction that SOX compliance would average roughly $34,000? We know how that turned out.

A June 2010 article in the Journal of Corporate Finance entitled, “How costly is the Sarbanes Oxley Act? Evidence on the effects of the Act on corporate profitability,” states that the SEC initially estimated that the direct cost of SOX compliance would amount to about $91,000 for the average firm; however, subsequent estimates from a survey by Financial Executives International place the costs of SOX closer to $2.9 million per firm for 2006 (FEI, 2007). A Charles River Associates International (CRA, 2005) survey pegs 2004 SOX costs for firms with a market capitalization greater than $700 million at about $8.5 million; and at about $1.24 million for firms with a market capitalization between $75 and $700 million (CRA, 2005). These costs are substantial, averaging roughly 0.10% of revenues (Asthana et al., 2009; Eldridge and Kealey, 2005; Hartman, 2005, 2006; U.S. GAO, 2006).

As for IFRS, according to a recent CFO Magazine article, the SEC predicts that the largest U.S. registrants that adopt IFRS early would incur about $32 million in additional costs for their first IFRS-prepared annual reports. Smaller companies likely will have a disproportionately higher cost to begin the conversion process, if regulators mandate that they, as well as their larger counterparts, move to IFRS.

Therefore, it is imperative to keep the cost of XBRL conversion in perspective. XBRL conversion costs a fraction of other current and proposed SEC initiatives and the benefit, when all issuer financials are mapped and tagged, should be immense.


XBRL Update: October 2009

November 4, 2009

On October 6, 2009, the SEC issued “Staff Observations From Review of Interactive Data Financial Statements,” identifying improvements to the quality of XBRL submissions. The Staff commented on rendering, element selection, context references, negative values and negated labels, decimals and other observations.Below, please find the items from the SEC Staff’s observations that we believe you should be aware of.

Rendering

The SEC continues to emphasize the following:

  • Filers should not deviate from the EDGAR Filer Manual rules and jeopardize the quality of their XBRL files in order to correct rendering issues.
  • There is no requirement that the rendered files appear identical to the HTML/ASCII filing.
  • Filers should expect differences between the HTML/ASCII filing and the rendered XBRL files. Some of the differences are: Formatting,  column headings such as “Unaudited” and subheadings such as “Current Assets,” totals and subtotals, and format of the shareholders’ equity statement including how certain columns and subtotals render. However, certain differences can be eliminated such as: Labels should match, abstracts for headers should be used and each footnote should be presented separately.

Element Selection
The SEC Staff has identified 12 examples of common issues and as a result, encourages filers to:

  • Carefully search through the entire taxonomy to find an element with the narrowest definition that captures all material information.
  • Be aware of elements that are industry specific.
  • Do not create an extension when a) an appropriate standard element exists, and b) representing identical concepts reported on multiple financial statements within the same submission.
  • Create extensions when a) the standard element does not adequately capture all material information, b) combining the concepts of two or more standard elements, and c) splitting two concepts in a standard element.
  • Tag all amounts appearing in parenthesis and present them separately from the face of the financial statements.

Context References
Context references allow tagged information to be understood in relation to other information presented. The SEC staff notes:

  • Filers should use the same elements for common line items but create unique contexts (dimensions) to distinguish financial information for subsidiaries, businesses and segments.
  • When reporting roll-forwards, such as the statement of shareholders’ equity, filers should use the same context reference for the beginning balance and the ending balance of the previous period.

Negative Values and Negated Labels
The standard taxonomy is designed so that the monetary amounts for most elements should be entered as positive values. Filers should properly distinguish negative values and negated labels. For example, negative values should be used to represent a loss for an element that has both a gain or loss concept. Negated labels should be used to render a balance in brackets.

Decimals
Tagged amounts should accurately reflect the rounded values reported on the financial statements.

Other Observations
Filers should provide debit/credit balance types for balance sheet and income statement monetary extensions. In instances when an extension can take a positive or negative value in different periods (most commonly on the cash flow statement), filers should either assign an appropriate balance type or provide a definition.

Filers who are not amending their XBRL filings should set the Amendment Flag to “false” and should leave the Amendment Description blank.

Filers should post their Interactive Data exhibits on their corporate website by the end of calendar day on the day of submission. Furthermore, the SEC discourages compressing the Interactive Data files in a .zip file as it may make it more difficult for the end users to access.

To learn more about Business Wire’s XBRL Services, please contact Michael Becker, Business Wire’s Vice President of Global Disclosure and Financial Reporting Services.


Expert XBRL Panel to Discuss Guidance for Successful Filings at Business Wire Webinar

September 16, 2009

More than 400 companies have now filed their first XBRL exhibits with the SEC, and there are important lessons to be learned from this first wave of filings.

Business Wire has assembled an expert panel to discuss these lessons and other tips for successfully transitioning your company to XBRL.  This hourlong webinar, “XBRL Update: Guidance for Successful Filings,” will be held on Thursday, Sept. 24 at 1pm ET.

The panel will be moderated by Michael Becker, Business Wire Vice President, Global Disclosure and Financial Reporting Services, and includes:

Don’t miss this opportunity for valuable insight on the XBRL creation process, best practices, recommendations and next steps for current and first time filers.  Register for “XBRL Update: Guidance for Successful Filings” today.

For more information on XBRL, visit XBRL U.S. For more on Business Wire’s XBRL products and services, visit the XBRL section on BusinessWire.com.

Business Wire VP Michael Becker on IROs and XBRL

July 15, 2009

Michael Becker, Business Wire’s Vice President, Global Disclosure and Financial Reporting Services, recently contributed an article called “IROs Need a Seat at the XBRL Table: Simple Steps You Can Take to Be Prepared Now” to Bulldog Reporter’s IR Alert.  The piece takes a look at the potential relationship between investor relations officers and their companies’ XBRL implementation, urging IROs to go beyond simply complying with web posting requirements and get involved from the ground up.

  • Read the article at IR Alert.
  • Download this article as a PDF.

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