On November 19th, the SEC released an announcement concerning scaling errors between Entity Common Stock Shares Outstanding and Common Stock Shares Outstanding in XBRL filings. In certain periodic reports, filers must disclose the number of common shares outstanding on the filing cover page and on the balance sheet. These amounts must be tagged in XBRL submissions with the “Entity Common Stock Shares Outstanding” and “Common Stock Shares Outstanding” elements, respectively.
Staff in the Division of Economic and Risk Analysis (DERA) has observed that some filers with no disclosed changes in capital structure had differences between these two reported values of more than a hundredfold in their XBRL submissions. This indicates potential scaling errors. Some filers have disclosed three additional zeros in one reported value compared to the other. DERA reminds filers that these two values should not differ materially (e.g., by more than a hundredfold) without significant changes to capital structure or other related developments that could result in material modifications to the number of common shares. The values of the two disclosures may differ as a result of different reporting dates or for other non-material reasons.
DERA advises filers to review their XBRL disclosures carefully to ensure scaling accuracy before submission.