Resources Global Professionals Finance & Accounting Blog

In early April, President Obama signed into law the Jumpstart Our Business Startups (JOBS) Act (the “Act”). The Act loosens regulatory requirements for growing companies to raise money and to comply with securities laws. The JOBS Act received bipartisan support and is intended to spur investment and jobs in small businesses and help them access the capital markets more easily.

First, the Act essentially legitimizes “crowdfunding” by providing a new exemption from registration of securities. Companies can raise up to $1 million a year by pitching to thousands of small-dollar investors online with little disclosure beyond a rough business plan. (They can raise up to $2 million if they provide audited financial statements.). There are some limitations as to the amount that each investor can provide based on the investor’s annual income and net worth. Companies that want to use this new exemption need to conduct sales through registered brokers or a registered “funding portal”.

Beyond crowd-funding, the new law also eases many of the restrictions on early-stage business investing that have been in place since the original Securities Acts in the 1930s. As such, the process of “going public” as well as “being public” will be much easier for those companies that meet the definition of an “emerging growth company” (those with annual gross income under $1 billion in the most recently completed fiscal year).

For example, emerging growth companies will be able to make pre-filing offers to institutional investors and research analysts will be permitted to publish reports on emerging growth companies immediately after they become public. Additionally, emerging growth companies aren’t required to have a compensation discussion and analysis section, are only required to have two years of audited financials and are not subject to certain Sarbanes Oxley requirements, or certain Dodd-Frank requirements, such as say on pay rules, for a transition period of up to five years, as long as the company remains an emerging growth company. That is, revenue does not go over $1 billion and they have not issued more than $1 billion in non-convertible debt during a three-year period.

The Act also provides private companies with extra flexibility to continue to grow without triggering SEC reporting requirements. Companies that have $10 million in assets, and prior to the Act, a class of securities held by record of 500 or more persons, are required to filed reports with the SEC. The Act generally expands the threshold from 500 to 2,000 holders of record.

While some believe that the ease in the existing restrictions will increase the risk of fraud, the Act should make it easier for start-ups to gain access to funding both privately and through the public markets. It is expected that the streamlining of the IPO process will increase the number of IPOs, clearly one of the Act’s intentions! The SEC has already published a list of Frequently Asked Questions regarding the Act on its website and has begun to solicit feedback on its expected rulemaking to comply with the Act.

Resources Global Professionals has prepared a summary of The Act that can be accessed here:
http://www.resourcesglobal.com/content/us/docs/ifrs/Legislative%20Alert%20-%20JOBS%20Act.pdf

Embedded in the 2010 Dodd-Frank Act on financial regulatory reform, is a little-noticed provision on reporting the use of so-called "Conflict Minerals". The provision (Section 1502) requires the SEC to put together rules for SEC registrants to report their use of conflict minerals as well as their due diligence process to determine whether they use conflict minerals. The report is also required to be independently certified. Conflict minerals are currently defined as tin, tungsten, tantalum and gold (and their derivatives) that are sourced from the Democratic Republic of the Congo (DRC) and the neighboring area. The sale of these minerals from this region is widely acknowledged to fund brutal violence and repression. These minerals are included in many products including cellphones, computers, digital cameras, industrial products and even packaging and promotional items.

The provision was one of the few provisions in Dodd-Frank that had wide bipartisan support. There are no penalties in sourcing minerals from this region, but the authors of the provision hope that by reporting this information, consumers will demand that companies discontinue sourcing from this region. In fact, we have seen several companies already announce "conflict-free" sourcing policies for these minerals.

The SEC issued a proposal in 2010, essentially requiring a 3-step process for companies to follow. First, you need to determine whether you use any conflict minerals (even in trace amounts). Second, you need to ascertain whether you source these minerals from the DRC. And third, you need to submit a Conflict Minerals report (required to be independently certified) that includes your use of conflict minerals and a detailed description of your due diligence process.

Most business organizations that commented on the proposal noted the cost and difficulty in implementing. It essentially requires companies to go all the way through their supply chain to determine origin. According to one company that participated in an SEC roundtable late last year, it means going through 100,000+ suppliers, some private companies in third world countries to determine origin. A hefty task.

We expect the SEC to issue a final rule in the near term (it was actually due in April 2011!). Today, impacted companies (estimated at about half of SEC registrants) and their suppliers may need to start preparing for both making and answering due diligence queries and evaluating their supply chains and existing equipment for the presence of any conflict minerals. An understanding of the origin of all your supply chain sourcing is an important part of ensuring compliance (which may be required as early as 2013).

For more information:

http://www.resourcesglobal.com/index.php/client-services/supply-chain-management/client-alerts-and-articles

As we enter 2012, we are expecting a wave of changes in accounting and financial reporting. The following lists my view of the current top 10 issues to watch.

10. Sustainability Reporting. More than 3,000 companies worldwide currently report in some fashion on how they are impacting sustainability. Whether it be a separate “Sustainability” annual report detailing their efforts, or just certain statistics, such as their carbon footprint, we are seeing an increased interest in this data, particularly from certain investor groups. Reporting is generally company specific and not readily comparable. In 2011, the International Integrated Reporting Committee issued a proposal of a potential international standard for integrating financial, environmental, and governance reporting. Expect this effort to continue in 2012. (Listen to our webcast on Integrated Reporting Trends)

9. Separate Private Company Accounting Standards. A blue ribbon committee suggested that the US create a separate board to address the unique issues of private entities as new standards are issued in early 2011. Later in the year, the Financial Accounting Foundation (FAF) issued it’s recommendation, which came short of the blue ribbon panel recommendation. They proposed a new “Private Company Standards Improvements Council” (PCSIC). The PCSIC would essentially recommend changes to any new standards issued by the FASB, perhaps modifying and creating exceptions as they relate to private companies. The FASB would have the final say, though, by ratifying anything the PCSIC suggests. The AICPA has been particularly vocal about their disappointment that the FAF did not set up a separate board. Expect the battle to continue in 2012.

8. Uncertain Effect of Healthcare Reform. Most of the Patient Protection and Affordable Care Act of 2010 will not be implemented until 2014. However, we may see more clarity in 2012 of some of the specific rulemaking, and the Supreme Court is expected to rule on the law’s constitutionality later this year. The election in November may also determine the fate of healthcare reform, as most Republican presidential candidates are determined to repeal the law if elected.

7. XBRL. In 2012, all SEC filers will be required to report using “detailed” tags under XBRL. The experience of the accelerated filers, who were required to report using detailed tags in 2011, was a frustrating one. Service providers were not able to keep up with the demand, many companies stated they would have filed their financial statements earlier but for their XBRL service provider. Additionally, many are frustrated that no one seems to be using the XBRL financial information. The issue will be exacerbated as ALL SEC filers will be required to file using detailed tags in 2012. That is about 6,000 additional companies! Also, will this be the year that investors begin using the data?

6. Continued Dodd-Frank Act Rulemaking. While we saw new “say on pay” and whistleblower rules in 2011, much of the Dodd-Frank rulemaking has been delayed due to budgetary issues at the agencies that regulate them. More rules and guidance are expected in 2012 on executive compensation, the so-called “Volcker Rule”, derivatives and the controversial conflict mineral provisions, among other issues, in the coming months. Conflict minerals, in particular, has the potential to add significant cost to affected companies. And, more companies are affected than originally estimated!

5. Optimizing Cash. Many companies have seen their cash balances grow as they held off on new investment during the economic downturn. Initiatives that might support growth were weighed against the perceived need to hold onto cash. Will this be the year we start to see investment again? Additionally, the SEC has been keenly focused on liquidity disclosures and more transparency around how companies manage cash across borders. For example, it may not be economically viable, due to tax issues, for a company to transfer cash in one country to another for investment. Expect more transparency about cash management policies in 2012.

4. Controlling Costs. The economy is still feeling the impact of ongoing cost-cutting, as unemployment continues to hover around the 9% mark. Many companies are managing their costs through flexible staffing strategies, converting fixed costs to variable costs, bringing in staff at peak periods, rather than bringing full time employees on.

3. Uncertainty Due to Congressional Paralysis. The Congress has been paralyzed by their inability to act on major issues. It’s an election year, and there is continued uncertainty regarding the future of tax reform (both sides agree it is desperately needed – but vehemently disagree on what it would entail), as noted above, Healthcare reform is up in the air, and there are important and controversial Dodd-Frank Act rules that are overdue. This uncertainty impacts corporation's ability to plan for the future and effectively strategize.

2. Continued Globalization. We operate in an economic environment where people, business and money generally moves across borders in a seamless manner. However, all of the laws and rules governing such activity are national, rather than international. As a result, many believe this creates an uneven playing field. For example, many believe that regulation such as SOX and Dodd-Frank restrict the ability for US companies to compete on a global level. Additionally, we have inconsistent oversight mechanisms. What will this mean for the US capital markets?

1. Decision by the SEC on IFRS. The SEC promised a decision on whether and how IFRS might be incorporated into the US financial reporting system in 2011. The SEC recently indicated that they needed more time to come to their decision, so it is now expected in 2012. The staff issued a paper on the so-called “condorsement” approach which suggests that the FASB and the SEC create an “endorsement” protocol for FASB to endorse any new standards coming from the IASB, while the FASB continues working with the IASB on the current convergence agenda. The FASB and the IASB indicated that they will cease their formal convergence activity once the following projects are completed: revenue recognition, leasing, financial instruments and insurance. The boards have not been able to come to a converged consensus on many issues in the financial instruments project, including offsetting. As a result, we may see more of the “converged” solution being different accounting, with additional disclosures to get to a converged result. We are also expected final standards that may dramtically impact the way we account for and report revenue, leases, insurance and financial instruments.

The SEC is expected to make a decision this year as to when and how the US may move to International Financial Reporting Standards. With everything going on with the economy, and the SEC's preoccupation with everything Dodd-Frank and enforcement - the IFRS decision has not been a priority.

The SEC staff did issue a discussion document asking for comments about a proposed way to move forward in May of this year. The so-called "condorsement" approach was first floated at the December 2010 AICPA SEC conference. Essentially, it is a hybrid of ongoing convergence of US GAAP and IFRS and an endorsement protocol. The proposed approach would retain US GAAP. This would solve many of the regulatory issues where US GAAP is referenced in state and federal codes (such as the tax code!). IFRS would be incorporated into US GAAP over a defined period of time. Perhaps 5 to 7 years.
FASB would incorporate newly issued or amended IFRSs into US GAAP pursuant to an established endorsement protocol.
The protocol would provide the commission and the FASB the ability to modify or supplement IFRS when in the publics’ interest. The approach would include a transitional period during which existing differences between IFRS and US GAAP would be eliminated through ongoing FASB standard setting efforts. The approach seems to have some legs - it would certainly be more cost effective and a smoother transition for companies.

The AICPA and others have also asked that companies be able to outright adopt IFRS on a voluntary basis. This may make more economical sense for those companies that are reporting both ways due to statutory reporting requirements! Additionally, it would be hard for the SEC to say no to this, as they already allow foreign private issuers the ability to file using IFRS.

More to come on the issue - we will keep you posted!

So, here we are! The SEC has been stating for three years now that they will make the decision as to whether and/or when US public companies will be required to use IFRS in 2011! Here is my early 2011 prediction for what the SEC may do this year. First, the decision won't come in June 2011. Many have believed that since the G20 noted that date for the major convergence projects to be complete, that the SEC would also issue their final proposal by then. Highly unlikely. One of the milestones the SEC will weigh in making its decision is how far the IASB and FASB are progressing in their convergence activity by June, but will need to time to digest that progress. Fourth quarter 2011 is a more likely timeframe for a proposal to come out of the SEC. As Jim Kroeker, SEC Chief Accountant recently noted at a conference- don't expect white smoke to billow out of the SEC HQ building in Washington DC when the decision is made. We will likely get some notice as to the direction they are headed via speeches and the like long before the proposal is issued. Once issued, the SEC will give constituents a fair amount of time to weigh in before a final timeline is issued.

At a recent conference, an SEC staffer working on the IFRS workplan noted that a potential path may be what he termed "condorsement". This would encompass ongoing convergence in areas already on the project agendas, not permitting the FASB to issue any additional standards and allowing any new standards to come exclusively from the IASB. The IASB standards would then go through an "endorsement" process by the SEC. This path actually makes the most sense to me. And, I am going to venture to guess that it will be a likely one.

Earlier today, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act into law. The Act, at over 2,000 pages, will require sweeping changes to financial regulation in the coming months. The signing of the Act itself, is really just the first Act! During Act Two we will see many regulatory agencies issue required studies, enact new rules and provide guidelines in the coming months. While the Act clearly impacts the financial services industry - most companies will be impacted in some ways as well. For example, there are many corporate governance provisions- particularly as it relates to disclosure of executive compensation of public companies. Look for requirements to provide a chart comparing executive compensation trends to stock price trends, disclosure of the ratio of CEO pay to the median pay of ALL employees (while it may provide some interesting, and even provocative results, imagine how burdensome that requirement will be to companies with thousands of employees worldwide!), additional independence requirements for compensation committees and more! The SEC itself is required to provide well over 100 studies, rules and creation of new offices in the near term! Mary Schapiro, SEC Chair noted that the SEC would likely require approx. 800 new resources to be able to comply with the myriad of requirements that the commission will have under the new legislation! We have prepared a summary of the major provisions (by no means comprehensive!), and it can be accessed in the Financial Reporting Alerts section of our website.

Earlier today the FASB issued a "revised" proposal requiring additional disclosures about loss contingencies. The original proposal was issued in June 2008 and received a significant amount of negative feedback. In particular, the requirements under the previous proposal might have required companies to disclose privileged information with respect to litigation concerns. The revised proposal softens some of those requirements - but does require more disclosures regarding contingencies. In particular, more contingencies that are considered "remote" would be required to be disclosed. The following summary of the proposal can be accessed here.

The FASB chose to expose the proposal for a relatively short period - 30 days, comments are due on August 20, 2010. I suspect this is because this is a revised proposal - which took into consideration many of the constituent comments from the first go-round.

I recently wrote an article for the AICPA you can find it here.

The IASB and the FASB recently announced that they are slowing the pace on their convergence activity. They received feedback from constituents, companies in particular, that based on their current schedule (potentially issuing up to 11 new exposure drafts and standards over the next 12 months!) companies just didn't have the band width to provide high quality comments and analysis on the proposals. Some of the projects are contemplating huge changes (financial statement presentation, revenue recognition, leasing, etc.). The SEC has asked that the Boards focus first on financial instruments (both boards have issued EDs on this!) and leasing. For its part, the SEC has indicated that even with the slower pace of convergence, they still intend on making a decision on a potential final roadmap here in the US in 2011.

I think the FASB and the IASB made the right decision by slowing down the pace a bit - but based on where the boards currently are with the financial instruments project (more "diverged" than "converged"), I remain skeptical that we can ever be fully converged with 2 separate boards debating the issues. Not only is it inefficient, but it creates double the work load for companies in the US that need to keep up with the direction that both boards are going until the SEC makes its final decision!

On May 26th, the FASB released two Exposure Drafts (EDs) of proposed Accounting Standards Updates (ASU) for comment by September 30, 2010. The two related proposals could result in a significant change in how companies account and report certain financial instrument transactions. Additional the proposal on Other Comprehensive Income (OCI) seeks to combine the traditional income statement with the Statement of OCI into one. Comments are due on both proposals by September 30, 2010.

Among other changes, the ED on financial instruments would require amortized cost information and fair value information for financial instruments held for collection or payment of cash flows. Additionally, a single method for estimating credit losses for all financial instruments would be created requiring more timely loss recognition ("probability" threshold would be removed). This shifts the model from an "incurred" loss approach to one that is more forward looking. However, it does not appear to go as far as the "expected" loss approach proposed by the International Accounting Standards Board. No proposed effective date was given, but many are guessing it wouldn't be before 2012 or 2013.

While both the FASB and the IASB have come to different tentative conclusions regarding the accounting for financial instruments. Sir David Tweedie, IASB Chair, indicated that the IASB will "expose" the FASB's proposal to its constituents as well. The thought would be that both boards would ultimately "converge" their methodologies and conclusions in final standards after much deliberation from constituents (particularly users of financial statements).

The combining of the income statement and the OCI statement is part of a related project, the Financial Statement Presentation project. The IASB issued an ED on this topic yesterday similar to the FASB's proposal.

The IASB recently issued two proposals that differ substantially from current practice and from US GAAP.

The first governs pension accounting (a proposed update from IAS 19). Under the exposure draft (ED) the IASB proposes that the impact of asset gains and losses would be reflected in other comprehensive income (OCI) rather than net income. Currently, under US GAAP, companies recognize these gains and losses in income - but can "smooth" them over several years - sometimes essentially deferring them. The proposal requires that pension accounting be separate into 3 parts. 1) Operating income - would include service cost and past service cost; 2) Net financing cost - would include estimated interest income and expense and 3) OCI - would include remeasurements (actual return on plan assets excluding the amounts included in net financing cost, actuarial gains/losses associated with changes in assumptions, pension settlements, surplus restrictions, foreign currency rate changes). Essentially, by including the remeasurements in OCI - there would be likely less volatility in the income statement.

It should also be noted, that under the joint project on Financial Statement Presentation that the FASB/IASB has ongoing - the income statement and the statement of comprehensive income would be combined - so at some all would be on the same statement.

The other change is to how companies measure financial liabilities. Currently, under US GAAP, FAS 157 (Fair Value Measurements) requires that financial liabilities be recorded at fair value, which includes the requirement to record gains or losses associated with an entity's own debt due to credit rating changes. This has the inane effect of recording gains when an entity's credit rating is downgraded and losses when it is upgraded. (I sat on the Financial Accounting Standards Advisory Committee(FASAC) at FASB when this was first discussed - the reaction from virtually everyone on the committee was disbelief. However, the FASB proceeded with requiring this inane accounting anyway.) Thankfully, the IASB was rational in its decision making and came to the conclusion in this proposal that changes in a company's own credit rating should not impact the profit or loss statement.

Both of these proposals seem rational and appropriate. The IASB, while taking heat for "listening" to its constituents, at least has some rationality in its decision making and takes the real world into account!

Prolific blogging today! Congress has passed both HR 2590, the Patient Protection Affordable Care Act and HR 4872, The Reconciliation Act as of March 25, 2010. The following are some of the provisions that may impact businesses:

- Medicare Part D subsidy is no longer tax-free (see previous blog entry for details on how this will impact 1Q10 financial reporting as well as how it will impact ongoing earnings)
- Health insurance providers will pay an annual fee based on net premiums written beginning in 2014. The fee is calculated on an escalating schedule and are not deductible for federal tax purposes
-Pharmaceutical companies that manufacture or import brand-name drugs for sale to a government program will pay an annual fee beginning in 2011. It will be calculated based on each company's relative market share and are not deductibel for federal tax purposes.
- 40% excise tax on high-cost employer-sponsored coverage (so-called Cadillac Plans) beginning in 2018. The tax is calculated by the employer, but paid for by the insurance company or plan administrator. High-cost is considered in excess of $10,200 for individuals and $27,500 for families.
- 2.3% excise tax on Medical Device Manufacturers.
- Fines for large companies that fail to provide coverage to employees of $2,000 per employee
- Employer W2 reporting of value of health benefits beginning in 2011

There are also changes that will impact individuals such as a 10% excise tax beginning July 1, 2010 on indoor tanning services, an excise tax for the uninsured of $695 (2014), refundable tax credits for eligible taxpayers to help cover the cost of insurance premiums, extension to age 26 for a child to be considered a "dependent" for medical costs, Medicare tax on investment income of 3.8% for individuals earning more than $200,000 and married couples earning more than $250,000 (investment income defined as income from interest, dividends, annuities, royalties and rents), limiting flexible spending account contributions beginning in 2013 to $2,500, Medicare payroll taxes will increase by .9% for individuals earning more than $200,000 and married couples earning more than $250,000, and an increase in the AGI floor on medical expenses in 2013 to 10%.

On March 23, 2010, President Obama signed into law HR 2590, the Patient Protection Affordable Care Act and on March 25, 2010, Congress passed HR 4872, Reconciliation Act of 2010, which amends HR 2590. Together, this ended the tax-deductibility of retiree drug benefits to the extent offset by a tax-free subsidy. In addition, to a one-time adjustment in the period of enactment (1Q10) to deferred taxes, future retiree drug benefit accruals for companies receiving the subsidy will have smaller associated tax benefits (ie, a likely higher effective tax rate for impacted companies).

The specific provision relates to the Medicare Part D subsidy paid by the government to certain companies. The Medicare Prescription Drug, Improvement and Modernization Act of 2003, provided certain drug benefits to recipients of Medicare. Additionally, this act included an annual tax-free subsidy to companies that provided actuarially equivalent benefits. The subsidy was tax-free, plus companies were allowed to fully deduct the benefits they paid to retirees. At the time, FASB issued FSP No. 106-2, which required that companies treat the subsidy as a permanent tax difference, which reduces the tax provision.

Under Healthcare reform, the subsidy is no longer tax-free, as it disallows a tax deduction for the company's costs that are offset by the subsidy. This change is effective for taxable year's beginning after December 31, 2012. Accounting rules require that companies record the tax impacts on the date of enactment. This means that the loss of the subsidy would reduce deferred taxes as of 1Q10, and the impact would be calculated assumed that it would begin to impact tax expense in 2013. If the company had a valuation allowance associated with the subsidy, the reversal of the valuation allowance may partially offset the charge. This charge would be a one-time charge in the period of enactment and would reflect the loss of the tax deduction related to the existing liability recorded for future retiree prescription drug coverage.

The change will also have a negative impact on companies ongoing effective tax rate - as deductions will be reduced. Will this change also impact companies decisions as to whether to continue to provide this benefit to retirees?

Earlier today, the SEC held a public meeting to discuss the current roadmap proposal to move to IFRS in the US. The SEC released a preliminary plan which would require US-listed companies to report under international accounting rules no earlier than 2015. (The previous roadmap had an 2014 effective date - with a voluntary option). LIke the previous proposal, the SEC will not make a final determination on the path to IFRS until 2011. This is consistent with the G20 request for the FASB and the IASB to converge accounting standards in some important areas such as financial instruments, fair value, financial statement presentation, revenue recognition, consolidations, etc. by June of 2011. Between now and 2011, the SEC will investigate whether international standards are sufficiently developed, consistent with the U.S. reporting system and the independence of the IASB. It will also look into whether there is sufficient education regarding IFRS for preparers, auditors users, etc. Other issues include determining the potential impact on US laws or regulations, including tax and regulatory reporting. Other areas of concern are the impact to accounting systems, existing contractual agreements, corporate governance, etc. The SEC staff is expected to begin to execute the work plan for IFRS no later than October 2010.

While today's statement appears to have been a bit of a "non-statement" - the SEC effectively reiterated that they won't make any decision until 2011 - the gameplan and the roadmap is now "owned" by the current group of SEC commissioners. The previous roadmap was issued under SEC Chair Christopher Cox. This reaffirmation - issued under current SEC Chair Mary Shapiro - effectively becomes hers. This was an important step towards moving the issue forward. Other countries that have made decisions to move to IFRS under the expectation that the SEC would also make such a move are likely a bit disappointed with today's announcement.

Last week, several accounting bloggers were invited by Financial Executives International (FEI) to participate in the making of a music video in Second Life. The song, "If I were an Auditor" is a song parody of "If I were a Carpenter". It was my first foray into Second Life - and I managed not to embarrass myself too much! It was produced by Tom Hood and the Maryland Association of CPAs - a leading edge group when it comes to embracing social media. We "filmed" virtually, but as it happened, I was in Maryland for a meeting already, so myself and Steve Jackovitz, Resources Global Professionals Managing Director for the Baltimore office, took the short drive to the MACPA offices and spent lunch with the production team. Here is the link to the video:
http://www.youtube.com/watch?v=Q-FR_fkTFKY

I am the one in the cool boots with the funky dance moves! Steve is the one in the glasses working the sound in the studio!

Here are some of the other participants blogs on the video:

tomhoodcpa.typepad.com A-list of accounting bloggers visit CPA Island to film music video

financialexecutives.blogspot.com auditors in love

www.accountingweb.com accounting music video launches time holiday


Enjoy!

The SEC issued a mandate to require all registrants to "tag" their SEC filings using XBRL over a 3- year period. The largest companies began tagging their filings for periods ended after 6/15/09. For the first year, registrants are permitted to "block tag" their footnotes. This means each footnote can be one tag. For the second year of reporting, companies will be required to detail "tag" all of the different data points in their footnotes. This is expected to significantly increase both the effort and the time spent tagging information. All along, the regulators, such as the SEC and the FDIC (which has required financial institutions to use XBRL for their call reporting since 2005) have been the largest supporters of moving to XBRL. One of the benefits they tout is the ability of users, such as investors and analysts, to take the XBRL data and more easily analyze and compare companies. These users have, however, been slow to begin using the technology. Presumably, once we have critical mass of SEC registrants tagging their financials using XBRL, more users will utilize it.

Currently, the XBRL data is considered "furnished not filed" which effectively limits the liability that may be associated with the data. However, if XBRL data is ultimately used as it is intended, that is, for users to analyze and compare, once has to wonder how long the SEC will tolerate this limited liability. Additionally, at some point, to be useful investors and others will demand some sort of assurance on the data. Many organizations are working on guidance and standards for "auditing" XBRL. These include the PCAOB, the ACIPA, the IAASB, and others. In fact, just today, the UK's Accounting Principles Board issued audit guidance for providing assurance on the data.

Many companies have outsourced the effort to others, mainly to their financial printers. If assurance is going to be ultimately provided, it is critical that companies consider that in their implementation, particularly as it relates to the detailed tagging required in Year 2. Make sure that you have internal folks who can validate the data and the the preparation of the XBRL data is part of your Disclosure Committee purview. Expect that at some point management will have to "certify" the validity and the internal controls around the preparation and reporting of the data, not to mention that your external auditors may be required to provide assurance on it.