TheCorporateCounsel.net

October 4, 2023

More on XBRL: The Importance of Scale

This week I’ve been re-reading Gulliver’s Travels, where shifts in scale make all the difference in Gulliver’s world. And because I also am on a journey with Dave to XBRL acceptance, it got me thinking that “scale” is a very important concept for data tagging requirements as well. So, with apologies to anyone whose enjoyment of Swift’s classic may now be ruined, I will spotlight an exchange on our “Q&A Forum” (#11,840), where a member posed this question about Corp Fin’s recent sample comment on XBRL cover page tagging:

Corp Fin’s sample comment says, “The common shares outstanding reported on the cover page and on your balance sheet are tagged with materially different values. It appears that you present the same data using different scales (presenting the whole amount in one instance and the same amount in thousands in the second). Please confirm that you will present the information consistently in future filings.”

The numbers are as of different dates (balance sheet date versus latest practicable date) and are in different scales. This seems compliant with the rules and not problematic so the comment seems errant.

An astute member responded:

I think the SEC may be looking for consistent scale when a filer includes the number of outstanding shares in the line-item description in the balance sheet, not the actual GAAP common stock amount. The relevant tags being:

dei:EntityCommonStockSharesOutstanding – used on cover page, scale should be zero

us-gaap:CommonStockSharesOutstanding – used by some filers in the line-item description (presumably what the SEC is targeting in the sample comment letter and believes should be presented in same scale as cover page)

us-gaap:CommonStockValue – actual GAAP amount in the balance sheet columns and is often in thousands or millions and wouldn’t make sense to be the same scale as the cover page

John weighed in as well:

I think you may be onto something when you note the possibility that filers weren’t using the proper “scale” when tagging the amounts. The SEC’s Office of Structured Disclosure issued this guidance in 2019 about scaling errors in public float.

Liz Dunshee