Details
The SEC staff recently completed a review of eXtensible Business Reporting Language (XBRL) documents submitted during the first two months of 2011 and has published its observations on those filings. The report can be accessed at http://www.sec.gov/spotlight/xbrl/staff-review-observations-061511.shtml.
The staff’s review mainly involved XBRL documents filed with the 10-K reports of large accelerated filers, the largest of which provided detailed tagged data. Some of the more common and significant issues noted by the staff are discussed below. Additional issues are discussed in the report.
Format of XBRL Financial Statements
The staff noted that many new filers have asked whether the rendered (human readable) version of the XBRL financial statements need to look exactly the same as the HTML financial statements. The answer is no; filers should concentrate on the quality of the tagging rather than trying to make the two documents look exactly the same.
Negative Values
One of the most common errors filers make is to incorrectly enter an amount with a negative value. Most XBRL tagged numbers are positive even if the HTML financial statements show a credit or negative value. For example, revenue (typically a credit balance) should generally be shown as a positive number. The staff advises filers to look at the definition of a particular element within the standard taxonomy and consider whether, based on that definition, it makes sense to place a negative value on the element.
Extensions to the Standard Taxonomy
The staff offered the following suggestions regarding when to extend the standard taxonomy versus when to use an existing element in the standard taxonomy:
- Don’t extend when a US GAAP taxonomy element is available – use software to search for appropriate elements in the taxonomy and examples from existing submissions;
- Extend only when there is a material difference between a standard element and the filer’s financial statement line item;
- Don’t extend solely to achieve a desired formatting of XBRL data.
Completeness of Tagging
Filers should ensure that parenthetical amounts in the financial statements and monetary amounts found in subscripted text (for example, allowance for doubtful accounts disclosed within the trade A/R heading of the balance sheet) are tagged. In addition, Regulation S-X Article 12 schedules must be tagged.
Units
Each tagged item must have a unit attribute assigned to it (for example, the monetary unit USD defines the currency in which the monetary unit is reported). The staff noted the use of incorrect units (for example, incorrectly designating “pure” as the unit for decimals or integers).