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Analysis of Required Disclosures Provides Insight

I have modified the Excel spreadsheet which I use to extract fundamental accounting concepts from the XBRL-based financial reports of public companies.  Using that same information extraction scheme I can now determine of the four required disclosures have been provided for.

So, I took the Excel spreadsheet that I had, modified it to grab the CONCEPT name rather than the value, and then I had it look for concepts related to four required disclosures: nature of business, basis of reporting, significant accounting policies, and revenue recognition policy.

Because the required disclosures are the same for everyone, I put the URL of every public company 10-K for 2016 (last year, not this year yet...that is coming) into the "List" in the Excel spreadsheet.  I pressed the start button, went to yoga, and when I came back two hours later the process was complete.

The results showed that 3,705 XBRL-based reports or 61% behaved as expected and all four required disclosures were found.  But that left 2,318 or 39% that were missing one or more of those four required disclosures.

Now, there are two specific reasons why one of these four required disclosures were not found:

  1. The disclosure exists in the report, but for some reason the wrong concept was used or an extension concept was created.  That is an XBRL error.
  2. The disclosure does NOT exist because the disclosure was not provided. That is an ACCOUNTING error.

The most interesting aspect of this little analysis is that I found that the Accounting Standards Codification (ASC) was "squishy" in terms of stating the requirements for these disclosures.  I would have figured that the ASC would be more "crisp"; providing clarity that these discourses are required.

There is specific wording that makes it clear that the nature of business, significant accounting policies, and revenue recognition policy are required.  But the basis of reporting disclosure is not specifically mentioned.  However, several things make it obvious that the basis of reporting is a required disclosure:

  • Empirical evidence shows that 95% of all public companies provide this disclosure. What would the rational for having 95% make this disclosure and 5% not be required to make this disclosure?  I am not saying that there is not a specific reason that could be provided.  I am saying that if you don't provide a specific reason why it is not required; then by default it seems like it would be hard to justify making the disclosure if 95% of other public companies do.
  • The basis of reporting essentially states explicitly the basis that was used to create a report.  US GAAP is just one basis.  IFRS is another basis of reporting.  Other Comprehensive Basis of Reporting (OCBOA) is also a basis.  There are others.  It is also good to include if the report is prepared using the accrual or cash basis, that the currency units are US Dollars.  That is pretty important information and the significant accounting policies state that important policies must be disclosures.  This is pretty darn important.
  • Every audit report provides the basis of reporting.  All of these 10-Ks are audited and I would suspect that every audit report provides this information.  However, the audit report is from the auditor, not the reporting entity.  This information in the audit report does not satisfy this disclosure.
  • There is not one professional accountant that I have asked which has said that the basis of reporting is not a required disclosure.  Not one.  Further, every disclosure checklist that I have seen includes the requirement to disclose the basis of reporting.

Do you disagree?  Do you have specific circumstances that you can point out when these disclosures are not required.  (Please read the PDF first, we point out known exceptions but none of them apply to the public companies that I am analyzing as far as I have seen thus far.)

Again, I am going to go look for specific reasons just out of curiosity.  But, I am going to wait until March 2018 when the 10-K season is completed to give the public companies an opportunity to fix as many of the errors as possible.

Finally, what is interesting is that the terms SHALL, MAY, SHOULD, and other terms are really not defined in the ASC.  Contrast this to RFC 2119 which is provided by the Internet Engineering Task Force (IETF) that explicitly define these terms in order to make things work better.  There is a big difference between SHALL and SHOULD. This is another good document on the topic.  And this is an interesting document, Shall We Abandon Shall? Interesting stuff.

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