On July 7, 2014, the SEC posted two items of new XBRL guidance to their website:
2. Sample letter sent to select filers regarding Missing Calculations. (“Dear CFO” letter
What is included in these observations?
Custom Tag (Extension) Rates – The SEC performed an assessment to help define a baseline of the usage of custom tags. They called out custom tag rates of more than 50% as being a high level of custom tag rates, and noted that these were unusually and unexpectedly prevalent with smaller filers.
Note: For the purpose of their analysis, the SEC focused only on line item tags and excluded tags that are abstract, text-block, member, or domain item types. They also excluded custom tags used for document and entity (dei) information. Further, they excluded certain industries which consistently have a higher than average custom tag rate, such as real estate and insurance companies.
Missing Calculations - With regard to calculations, the SEC emphasized the requirement to include calculation relationships as specified in the EDGAR Filer Manual.
Are these new issues for the SEC?
No. These issues have both been addressed previously by the SEC. Custom Tag (Extension) Rates – Beginning with the first staff observations that were issued in October 2009, the SEC commented on the high level of extensions included in XBRL files and provided several examples of extensions that had been created when an appropriate standard element existed. They expanded on this topic in the observations that were issued in November 2010 and in all subsequent releases.
Missing Calculations – This issue was first mentioned in the staff observations that were issued in June 2011. The SEC noted that missing calculations cannot be detected by validation software, but are considered useful for the consumption of the data. There is further information on this topic in the frequently asked questions included on the SEC's website
Have any preparers been identified as particular offenders?
Yes. The SEC observations on the prevalence of custom tags notes that there is a strong correlation between third-party provider selection and XBRL exhibits with above average custom tag rates, with one third-party provider accounting for 33% of all filers with a high custom tag rate. They further note that smaller filers currently have an average custom tag rate almost twice that of larger filers.
How can Merrill help if you have concerns about your XBRL file?
Filers who have concerns about these or other issues in their XBRL files should speak with a Merrill XBRL Consultant at 800.688.4400, or via email at firstname.lastname@example.org