XBRL Awareness Seminar Presented by the members of XBRL-US 8 Sept 2005, Dallas hosted by Innodata Isogen Agenda Welcome Overview of XBRL; the need for standards (what) Benefits of XBRL (why) Overview of the SEC VFP; preparation case study Technical overview (how) Wrapup and Q&A XBRL Overview What’s the Problem? Business reporting information producers, processors, and consumers all looking for increased efficiency Increasing costs of manual processing Increasing demands for additional processing (e.g. Sarbanes-Oxley requires SEC to do more checking) Analysts need to track more firms, look at more information for each firm Manual processing (i.e. rekeying) prone to errors Reuse, repurposing of information expensive Why Change Business Reporting? Data Preparer Pressures: Users/consumers are demanding more complete, timely data Data is more complex Required to report more often, more quickly Need to decrease costs Data User/Consumer Pressures: Greater transparency and detail Easier to process and make decisions Act more quickly Need to decrease costs 2 Today’s Business Reporting Tools Obsolete Not the right information Too late Need for continuous reporting Delivered in an unusable fashion The “paper paradigm” and manual reentry Too little Current methods require “no more, no less” Different stories for different people A million forms, the same information, in different ways Others offer more frequent, more usable solutions At best, the “Story” is clouded At worst, rumor, gossip, innuendo Consolidated Profit and Loss Account for the year ended December 31, 2004 Blah blah blah Blah blah blah blah Blah blah blah Blah blah blah blah blah Profit 925 448 Blah blah blah Earnings per share 3.6 11.0 Time to move into the 21st Century The Star Trek test: how should it work? Can Automation Help? Yes, but automation requires 1. Intelligent financial data 2. An agreement on how to describe the information, i.e. a Standard 1. Intelligent Data Data that knows about itself; self-describing HTML/PDF are electronic, but not intelligent Simply an electronic version of a paper document; not much better than a fax “The problem with WYSIWYG is that’s all you get” PDF not any better than an OCR’d printed report; data still needs to be manually rekeyed and analyzed Example: FDA is moving away from PDF and towards XML for pharmaceutical approval applications XML to the Rescue Extensible Markup Language A meta-language: a language to describe other languages; a syntax for describing information Semantics/meaning of information, rather than appearance/presentation of information You Can Probably Figure This Out In the following example, what does “1211” represent? XBRL International 1211 Avenue of the Americas 19th floor New York, NY 10036 www.xbrl.org Easy for humans because context defines the semantics of the content – but more difficult for machines But What’s This? 37 HTML Doesn’t Help… <b>37</b> …but XML Does <OperatingProfit decimals="6" unitRef="USD">37</OperatingProfit> XBRL and XML XBRL is an application of XML, a means of describing financial information using XML syntax Intelligent data that can be Reused Repurposed Exchanged/submitted Machine processed XBRL the Next Big Thing Gartner lists XBRL as one of four “Next Generation Architectures” together with Service Oriented Architecture, Web Services Enabled Business Models, and Business Process Platforms “Next Generation Architecture will constitute the third big era in the IT industry’s history (the first having been the hardware era and the second belonging to software).” (23 Aug 2005) 2. Need for Standards For intelligent information exchange to work we need agreed-upon ways to describe the information Examples of standards Electrical plugs and sockets Traffic laws Fax machines Railroad gauges The Railroad Example Business Reporting Supply Chain Processes Business Operations XBRL Internal Financial Reporting External Financial Reporting XBRL XBRL Financial Publishers and Data Aggregators Companies Participants Trading Partners Investment, Lending, and Regulation Management Accountants Auditors Software Vendors Regulators Investors Intangibles Lower cost of producing, delivering information Accuracy, timeliness, and other efficiencies from “straight-through” processing Tell your own story (precise & clear) Completeness and timeliness of data leads to enhanced analytical capabilities Accelerated adoption of reporting model changes Environment conducive to harmonization These benefits shared throughout the entire corporate reporting supply chain Two Things Named “XBRL” XBRL is a technology used for financial reporting XBRL is a consortium formed to promote the adoption of the technology The XBRL Technology XBRL specification: defines XBRL taxonomies and instances XBRL taxonomies: the set of elements (tags) used to define your data XBRL instances: the file containing financial information that you create and deliver The XBRL International Consortium A worldwide consortium of participants in the business and financial information supply chain. Oversee the creation, development, submission and maintenance of the XBRL specification and related taxonomies for business & financial reporting data The XBRL-US Jurisdiction “The mission of XBRL-US is to make XBRL the de facto standard for all internal and external business reporting for U.S. organizations” XBRL US Member Companies Adobe Systems AICPA AIG Allocation Solutions BDO Seidman Booz Allen Hamilton Bowne & Co. Business Objects Business Wire Capital Printing Systems Capricorn Research CCH Tax and Accounting Cognos Creative Solutions Deloitte & Touche Dynamic Access System EDGAR Filings EDGAR Online Ernst & Young FactSet Research Systems FDIC Financial Executives International Forum Systems Fujitsu GCom2 Solutions Grant Thornton Hitachi America Innodata Isogen Institute of Management Accountants Ipedo KPMG Merrill Microsoft Morgan Stanley PR Newswire PricewaterhouseCoopers PTC RIA Compliance/Thomson Rivet Software RR Donnelley R.S. Rosenbaum SAS Institute SavaNet SimpleX Data Technologies Standard Advantage UBMatrix Xaware Importance of XBRL Joe Petersen, Innodata-Isogen Benefits of XBRL Kelly Ray, Director Advisory Services, PricewaterhouseCoopers What Leading CFOs Are Saying CFO Research* January 2005 Key Finding: Finance personnel need to develop more finely honed business and technology skills – as opposed to technical skills – to take advantage of the time that streamlined processes and optimally deployed technology will afford them. * - Findings taken from a PwC research project sponsored by CFO magazine focusing on the role of the CFO as a Chief Performance Advisor. “ . . . 55% of senior finance executives contend they need more businesssavvy staffers working for them” “ . . . CFOs are considering how to transform Finance from primarily a process and organizer of information into something far more valuable.” “ . . . 58% of survey respondents say that over the next three to five years they plan to invest in building their finance team’s knowledge of the business and the environment in which it operates.” “ . . . fewer than 20% say that they have programs in place to improve their team’s business analysis, communication, problem solving and related skills.” XBRL and the Simplification Strategy Business agility Financial efficacy Process and operational efficiency Information quality Technological flexibility Human capital satiability Strengthening performance management, budgeting and forecasting Optimizing cash flow and the use of capital Building and maintaining costeffective controls Improving internal and external reporting Orchestrating existing systems Focusing on people and organizational structure People as a Key Concern Note the key change from 2003 to 2004 in the concern about the loss of key talent. EXHIBIT 2 THREATS TO BUSINESS GROWTH— YEAR-TO-YEAR COMPARISON What are the potential threats to business growth prospects? 2003 -10 Overregulation 2004 -30 41 Increased competition -10 -25 Loss of key talent -16 -37 Reputational risk -25 -36 25 10 Terrorism -16 -41 30 10 -80% No threat at all 18 46 17 34 11 0% -10 -29 40 -13 -32 33 21 -12 -34 40 14 -25 -33 -23 A minor threat 28 13 -39 60% -80% 20 28 8 0% A significant threat ©2005. All rights reserved. PricewaterhouseCoopers, LLP 8th Annual CEO Survey 60% One of the biggest threats Drivers: •Key talent want to be stimulated •Don’t want paper shuffling/data entry •Key talent want to be recognized •Want to be associated with valueadded activities •Key talent want quality of life •Burnout is plaguing Options: Historically - Throw more people at the problems (data aggregation, budgeting/planning, consolidation, report generation) •High cost of talent -> Offshoring/ Outsourcing Applying Trends to People Concerns EXHIBIT 9 VALUE OF OFFSHORING—BY REGION What are your perceptions of offshoring? HELPS TO REDUCE COSTS -3 United States 35 -2 -3 Europe South America -5 - 4 Asia-Pacific -2 -5 -60% Strongly disagree -6 -11 44 25 45 0% -2 -10 46 32 19 RAISES OPERATIONAL RISK -8 -11 19 80% -60% Somewhat disagree 0% While U.S. CEOs believe offshoring reduces costs, they also believe it raises operational risk. 16 5 39 Somewhat agree ©2005. All rights reserved. PricewaterhouseCoopers, LLP 8th Annual CEO Survey 16 41 -5 -12 25 45 Better to reduce risk while reducing cost through improved financial processes and automation 7 80% Strongly agree Benefits of XBRL – Talent Retention Business agility Financial efficacy Process and operational efficiency Information quality Technological flexibility Human capital satiability XBRL allows for: √ Key talent redirected to value-added analysis – stimulated/recognized Rules engines working with XBRL to perform low-level analytics √ Reduced effort to close and report – minimizing burn-out Reduced data entry/ transformation Automated consolidation Benefits of XBRL - Sustainability Business agility Financial efficacy Process and operational efficiency Information quality Technological flexibility Human capital satiability XBRL and Web Services: √ Do not require a single, massive, system-wide implementation. √ Sustainable, flexible architecture that does not depend on a single vendor and is platformindependent √ Allow disparate systems to “talk” to each other more efficiently and effectively Across languages Across data definitions Across file formats √ Uses existing business rules and is easy to modify when a change in business rules occurs, which is the significant advantage over traditional hard-coded systems √ Enable platform integration in a short time with limited investment: XBRL can be deployed incrementally √ Enhanced data protection for critical data Benefits of XBRL - Transparency Business agility Financial efficacy Process and operational efficiency Information quality Technological flexibility Human capital satiability XBRL allows for: √ Ability to more easily trace information directly to its originating source; √ Single definition of reliable data for multiple reporting uses √ Lowered risk of error via reduced manual processing and reconciliations √ Improved data re-usability and data quality as a natural byproduct of reduced rekeying √ Enhanced format flexibility √ Richer contextual understanding √ Validating data as it moves in and out of spreadsheets or applications √ Validation closer to sources √ Consistent validation If we click on a market segment in the table, such as Inbound Corporate”, we get a description of what that means (from the XBRL Label Linkbase) Benefits of XBRL – Simplification Business agility Financial efficacy Process and operational efficiency Information quality Technological flexibility Human capital satiability XBRL allows for: √ Reduced cycle time √ Lowered risk of error via reduced manual processing and reconciliations √ Improved data re-usability and data quality as a natural byproduct of process efficiency √ Enhanced control and improved quality by removing manual processing √ Integration of processes across parties √ Alignment with recent industry and regulatory standards and processing initiatives Case Study: Financial Service Firm Issues and Implications $ x 26 $ Financial Services Firm Minimize Redemptions Sales 60 hrs/month x 26 Raise New Funds x 30 2 hrs/month Wish List: Maximize Fund Performance x 60 Biz Rules 50 hrs/month 1. Custom Fin. Adv. Rpt (100+) 2. Ad-hoc reports 3. Fund Statistics 4. Historical Data Case Study: Financial Service Firm Results $ $ Minimize Redemptions Sales 10 minutes/month Redemption Reports: 2 hrs/month Raise New Funds Granted Wish List: Maximize Fund Performance Biz Rules 1 hrs/month 1. Custom Fin. Adv. Rpt (100+) 2. Ad-hoc reports 3. Fund Statistics 4. Historical Data Automating the Control Environment XBRL strengthens management controls by establishing direct information feeds from enterprise systems to monitoring tools ©2005. All rights reserved. PricewaterhouseCoopers, LLP May, 2005 Barometer Survey through CFODirect Network Improving the Quality of the Control Environment Today Manual Periodic Physically connected to Internal data store Segregated in each business unit/redundant costs Reactive/untimely Opaque/ deep in organizational processes Less secure XBRL Web Services Automated Persistent Embedded in data process flows - Optimized Integrated within enterprise processes/cost effective Proactive/timely Visible/transparent to management stakeholders More Secure Benefits of XBRL – Value-Add Business agility Financial efficacy Process and operational efficiency XBRL allows for: √ Fewer resources required for report production √ Reduction in production costs and timeframes √ Enhanced returns on IT resources, investments and initiatives √ Lower technical support costs, which enables IT to focus on expanding functionality √ Reduced costs of audit and assurance for routine matters Information quality Technological flexibility Human capital satiability Forrester estimates that companies pay workers $404 billion to retrieve, re-key and search for information which is 11% of all wages paid in the U.S. FFIEC Federal Financial Information Examination Council FDIC Federal Deposit Insurance Corporation OCC Office of the Comptroller of the Currency FRB Federal Reserve Bank OTS Office of Thrift Supervision NCUA National Credit Union Administration FFIEC Processing – Before and After Multiple copies of data exist inside multiple agencies (error prone) Average of 60 – 75 days to receive, validate + publish filings (not timely) Estimated processing costs over next 10 years - $65 million (costly) March 2003 reports had nearly 18,000 errors that needed to be corrected (integrity issues) 1,000 basic math errors 17,000 quality (validation) errors XBRL open source data standard used for communicating report requirements, validations, instructions (integrity, flexibility) Filers required to submit data in XBRL format over the web (automation) Multiple sources of data to a single standard (integrity) Processing Time 60-75 days 2 Days (timeliness) Processing Costs $65M $39M, a savings of $26M (cost efficiencies) Benefits of XBRL – Strategic Alignment Business agility Financial efficacy Process and operational efficiency Information quality Technological flexibility Human capital satiability XBRL allows for: √ Faster turn around between events and decisions √ Expanding the scope of management analysis through faster data access and re-use, which allows more data points to be included routinely √ Making decisions/judgments based upon higher quality information √ Transparency via tailored, customized reporting √ Adaptability to changes in reporting models √ Promoting instant internal and external report creation at any time √ Enabling companies to track non-financial metrics, including value drivers, which are difficult, if not impossible to monitor on an ongoing basis. XBRL value proposition Businesses: More efficient preparation of financial statements and management reporting Financial reports created once and re-used many times, e.g. as printed reports, Web pages, or regulatory filings. Financial Publishers and Data Aggregators: More efficient data collection Avoid costs associated with custom data feeds and rekeying Fewer errors More time to focus on analysis Analysts, Investors and Regulators: Enhanced distribution and usability of existing financial statement information Automated analysis tools Less re-keying of financial information. Software Vendors: Use XBRL for data export and import (e.g. transactions and reports) Potential for full interoperability with other financial and analytical applications SEC VFP overview, case study, and technical overview Wayne Harding, Rivet Software SEC VFP Overview and Case Studies Why the SEC needs help… see also: sec.gov/spotlight/xbrl.htm 700000 600000 500000 400000 # of Filings Avg size 300000 200000 100000 0 2000 2001 2002 Source: EDGAR On-line 2003 2004 2005* * = filings annualized based on 6 months Why is the SEC doing this? – SOX! Section 408 -- Enhanced Review of Periodic Disclosures by Issuers : a. Regular and Systematic Review. The Commission shall review disclosures made by issuers reporting under section 13(a) of the Securities Exchange Act of 1934 (including reports filed on Form 10-K), and which have a class of securities listed on a national securities exchange or traded on an automated quotation facility of a national securities association, on a regular and systematic basis for the protection of investors. Such review shall include a review of an issuer's financial statement. b. Review Criteria. For purposes of scheduling the reviews required by subsection (a), the Commission shall consider, among other factors-1. issuers that have issued material restatements of financial results; 2. issuers that experience significant volatility in their stock price as compared to other issuers; 3. issuers with the largest market capitalization; 4. emerging companies with disparities in price to earning ratios; 5. issuers whose operations significantly affect any material sector of the economy; and 6. any other factors that the Commission may consider relevant. c. Minimum Review Period. In no event shall an issuer required to file reports under section 13(a) or 15(d) of the Securities Exchange Act of 1934 be reviewed under this section less frequently than once every 3 years. SEC Voluntary Filing Program – Final SEC Rules • Amendments to Regulation S-T establish voluntary program • EDGAR Filer Manual updated for XBRL upgrade to EDGAR system • Voluntary Filing Program commenced April 4, 2005 • Volunteers may furnish supplemental financial information using XBRL • Official HTML or TEXT filings still required SEC Voluntary Filing Program – Form of Submissions XBRL documents are furnished as Exhibit 100 to: • Exchange Act periodic reports • Exchange Act Reports on Forms 8-K or 6-K • Investment Company Act filings XBRL documents are disseminated on EDGAR SEC Voluntary Filing Program – Description of XBRL Data Volunteers must provide disclosures about the XBRL documents: Use cautionary language Users of this data are advised pursuant to Rule 401 of Regulation S-T that the information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of ABC Corporation. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions. In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Describe as “unaudited” or “unreviewed” Forms 8-K and 6-K must reference the official filing to which the data relates SEC Voluntary Filing Program – Content of XBRL Documents Mandatory Content: • Complete set of financial statements, however: • Notes to financial statements may be omitted, • Schedules may be omitted, but IM companies must include Schedule I – Schedule of Investments or • Earnings information in a Form 8-K or 6-K or • Financial highlights or condensed financial information for IM companies SEC Voluntary Filing Program – Content of XBRL Documents Optional Content: • Audit opinion • Interim review reports • Reports of management on the financial statements • Certifications • MD&A (or MDFP for IM companies) SEC Voluntary Filing Program – Registrants Have Flexibility The VFP program does NOT: Limit participation by size, specific industry, or type of registrant. Impose any filing deadlines: Furnish no earlier than the related Exchange Act filing Impose a minimum level of tagging beyond financials (i.e., volunteers have flexibility in determining the nature and extent of tagging). Require volunteers to certify the XBRL-related documents. Require auditors to attest to the financial information included in the XBRL-related documents. Require participation for a set period of time (free to start or stop any time). The Program has established appropriate liability protections for volunteers and allows participants to resubmit XBRL-Related Documents, if deemed necessary. Case Study - Motivations to Participate in SEC Voluntary Filing Program Better Understand and Evaluate XBRL Improve Usability of Reports for Stakeholders: Investors, Lenders, Regulators Market place positioning Prepare to Comply with Potential Future Mandates to use XBRL in Filings Improve Internal Efficiency of Financial Reporting Case Study - Approach Created cross-functional team (Finance, Marketing, Operations, IT, IR, etc.) Educate, educate, educate Decide on initial approach and obtain Executive buy-in Case Study – Business Decisions WHO? Identify Project Leader Determine team members Assess level of internal and external expertise needed WHAT? Should we file our own XBRL? Which document should we choose? How deep should we tag (F/S, MD&A)? Should a rendering/viewing be created to proof XBRL? Internal sign-off? Legal for 8-K / Finance for XBRL Additional steps after SEC submission (website, IR activities, internal awareness)? Case Study – Business Decisions WHEN? Start with 12/31/04 year-end information or 2005 quarterly information Expected Frequency: once or periodically? HOW? At which data point should information be tagged in XBRL (e.g., ERP, G/L, Word document)? Select core taxonomy to be used Which software should be utilized? Which processes should be followed in order to create, review, validate, submit and post the Instance Document and Taxonomy Extension? Case Study - Process Following official filing, map line items to existing tags and flag items to go in extension taxonomy Populate data XBRL level validation SEC level validation Render and proof Test under EDGAR system (and re-test) File with SEC Case Study Observations The first time a company places their financials in XBRL requires a significant time commitment. The company will have to map tags to each data point on their financials. Subsequent forays take significantly less time since the tags have been previously established. Ask for HELP Feel free to ask SEC Staff about the Voluntary Filing Program Jeff Naumann naumannj@sec.gov, Brigitte Lippmann or any of the other names listed on the final rule release (www.sec.gov/rules/final/33-8529.htm) General inquiries: xbrlprogram@sec.gov Other Resources www.XBRL.org Accounting professionals Filing agents Software vendors Rivet Software’s SEC Filing Guide www.rivetsoftware.com Case Study – XBRL – Business Reporting Equivalent of the Barcode Efficiency Savings Quality So…. How do we create the “business barcode”? The “Technical Overview” Revisiting 2 quotes: “XBRL is to the “printed” annual report, what the internet is to the printed Yellow Pages.” “Complex information can be turned into simple knowledge!” And add two more… Information that is easier to use will be used more! The key is to make information structured. Think of a spreadsheet… 200,000 Think of a spreadsheet… $ 200,000 Think of a spreadsheet… Revenue $ 200,000 Think of a spreadsheet… Year ending 2004 Revenue $ 200,000 Financial Statements Consumers of Financial Statements Apply XBRL Core Schema Apply “Taxonomy” Financial Statements Extend “Taxonomy” (if needed) Instance Document Creation Consumers of Financial Statements Web Site (formatted via a “style sheet”) Analytics (e.g., Edgar On-Line iMetrics) New Releases Via PR Newswire Regulatory Filings To Create an XBRL Document (“Instance Document”) Native within your ERP or reporting application Oracle SAP SAS Hyperion Part of a suite – MBS and FRx Third party tools Hitachi Fujitsu Rivet To Create an XBRL Document with Rivet Use Excel™ and Word™ Establish the Entity “Tag” the data Validate the data Export into an instance document Establish the Entity “Tag” the data Validate the data – Part One - Viewer Validate the data – Part II Export into an Instance Document Who’s In the Kitchen? Finance Department Preparation of financials IRO Earnings News Release External Auditors PCAOB guidance Road Blocks – Why not do XBRL Mis-information Such as … disclose more? Costs Learning curve Application purchase Labor hours “No time” Sometimes payback is hard to quantify Remember: “XBRL is to the “printed” annual report, what the internet is to the printed Yellow Pages.” Complex information can be turned into simple knowledge! Information that is easier to use will be used more! The key is to make information structured. Wrapup Summary of Presentations XBRL Overview Benefits of XBRL SEC Voluntary Program; Case Study Technical Overview Available Resources FAQs, tutorials, case studies, list of available tools, specifications, presentations, etc. www.XBRL.org www.XBRL.org/US Public discussion email list http://finance.groups.yahoo.com/group/xbrl-public/join Unofficial websites http://www.xbrlspy.org/ http://xml.coverpages.org/xbrl.html http://bryant2.bryant.edu/~xbrl/ Call to Action: XBRL-US Membership Organizational or Individual/Academic memberships Includes membership in International consortium Benefits of membership: Participation in creation of specifications; set direction of specs, make sure they meet your needs Early access to specifications; first to market Networking with XBRL experts Exposure as supporter of XBRL For more information see www.XBRL.org/US/join Call to Action: Participate in SEC VFP Markup your financials in XBRL Submit to SEC Webcast Tomorrow and Monday www.xbrl.org/us/events Q&A