August 1, 2008
Nancy M. Morris, Secretary
Securities and Exchange Commission
100F Street, NE
Washington, D.C., 20549
Re: Proposed Rule on XBRL and Interactive Data to Improve Financial Reporting, File No. S7-11-08
We are pleased to participate in the Commissions public comment period and offer our insight into this technology, which we have had the experience of developing and working with for the past 8 years. Please accept this as a statement on the position of UBmatrix, a leading XBRL software provider, regarding the proposed rule to standardize on XBRL technology for public company reporting to the SEC.
In sum, we believe the use of XBRL (or Interactive Data) will not only make it easier for the SEC to handle the thousands of reports it receives annually, but it will also make it easier for companies to file their 10-Qs and 10-Ks, and allow them much more flexibility in their reporting. For investors and financial analysts, the action will result in more accurate and robust information on public companies. XBRL will truly be a revolution in the way information will be reported and consumed.
XBRL is clearly the next reasonable step in improving the access to and availability of information for investors and filing companies, and it will enable the markets to move with even greater transparency.
As the Commission well knows, XBRL has now arguably become the global standard for financial information reporting and exchange. More than 8,000 banks have been reporting very successfully to the FDIC in XBRL for the past three years. Under Basel II, European Union Central Banks are adopting XBRL as their standard and numerous other government agencies and regulators globally have adopted the standard.
Although there is a very strong case for the implementation of XBRL and for adoption of the SECs Rule Proposal, we do recognize that there is hesitation by a few that will be reflected in the public comments. We believe this hesitation is common and to be expected when such a step is taken, particularly in reaction to the introduction of new technology. In fact, studies have suggested an early lack of understanding among CFOs and other top executives about XBRL.
Despite such hesitancy or lack of awareness and understanding, XBRL is clearly a solid technology. XBRL is based off of the XML technology prevalent in the computer programming field for many years, and the computer language that much of the Internet is built upon. XBRL further and improves upon XML, allowing financial data to be tagged (or bar-coded) with accompanying business information. Thus, XBRL provides a depth, flexibility and an improved level of efficiency for financial information exchange and reporting not offered by XML alone or other technologies.
In terms of the specifics of the Rule Proposal:
We are general proponents of a phase-in approach that allows companies to refine their expertise in XBRL filings and we believe the current timeline allows for more than sufficient time for those that are not well-aware of XBRL to come up to speed on the requirements of implementing an XBRL filing. It is important to note that many individuals or organizations reacting to the XBRL Rule Proposal may be basing their slow down approach based on previous regulatory requirements, such as Sarbanes-Oxley. XBRL is certainly not Sarbanes-Oxley. XBRL reporting compliance can be completed quickly and relatively inexpensively. And, as the Commission knows, XBRL will actually help reduce costs and the effort required to submit SEC reports over time. As Chairman Cox previously commented, the new Interactive Data system will make it easier both to file information with the Commission, and to use it. For investors and analysts, it will represent a quantum leap over existing disclosure technologies. For companies, it will mean easier, more accurate and less costly compliance with SEC requirements, when the whole cycle of aggregating, validating, reviewing and submitting information is taken into account.
That said, we understand the Commission will want to address concerns raised in the public comment period, and to that end we would suggest that extending the 30 day grace period beyond just the first submission.
We point out that for the majority of the companies affected, the first submission will be a 10K and the second a 10Q. As these documents have different requirements, there will be additional preparation work required, and we therefore recommend the Committee consider a grace period for the second submission as well, and possibly some grace period over the course of the first year of the program. Our recommendation for the extension of grace periods, with their specific length to be determined by a committee, is also related to the anticipated changes in U.S. GAAP and the impact on the current taxonomy and associated instance documents.
We anticipate and recommend that within a reasonable period of time, that duplicate filling is stopped and that XBRL submissions be the only form required. Such an action would eliminate the cost of duplicative effort. We understand that this implies all parts of the current SEC fillings would become standardized in XBRL. This would include the MDA the Risk and Uncertainty section the 5 year history, and all other sections now included in the 10K and 10Q. Further, as the investment community is now responding to press releases, we advocate that SEC consider extend the Interactive Data requirement to also include press releases and associated 8Ks.
We would also like to comment on some of the opposition toward the thorough tagging of footnotes, schedules, and other supplementary information regularly included in financial reports. In response, we recommend that the SEC establish a group representative of public companies, software vendors, public auditors, and investors, to determine the best approach to handling this issue.
In closing we believe that the SEC Rule Proposal, the SECs Voluntary Filing Program and the growing media and third-party organization attention given to XBRL will continue to raise the awareness level of the coming requirements for XBRL filings.
Further, we reiterate that the case for XBRL seems abundantly clear. A report by the leading independent technology research firm, Gartner, sums it up well, XBRL drastically reduces the time required to produce detailed and standardized internal and external financial reports, resulting in increased transparency, report production cost savings, and greater confidence in reporting accuracy and regulatory compliance. As does the Harvard Business Review in an article from early 2007, XBRL makes it much easier to generate, validate, aggregate, and analyze business and financial information, which in turn will improve the quality, timeliness, completeness, and comparability of the information that companies use to make decisions.
As a worldwide vendor and consultant of this technology, with extensive experience advising international regulators and companies in its usage, we are confident in the SECs proposed timeline and the Interactive Data program, and strongly recommend adoption of this rule proposal.
Chief Financial Officer
cc : Sunir Kapoor, Chief Executive Officer