Friday, July 18, 2014

Some Thoughts on EFM 27, US GAAP 2014

by: Paul C. Bevins, Account Executive

The United States Securities and Exchange Commission (SEC) released version 27 of the EDGAR Filer Manual (EFM) on Monday, June 17, 2014. This latest version does not contain too many surprises, but there are some notable updates that affect your eXtensible Business Reporting Language (XBRL) filings.

First, you may not create extension concepts that have an instant periodType and non-numeric data type. Since filers are rarely required to file non-numeric facts – aside from a few pretty big exceptions like your name and big blocks of text, neither of which are instants – this new rule is likely an attempt by the SEC to reduce the number of extension concepts by eliminating those that are not required anyway. And for filers that wish to report the optional items that are non-numeric instant concepts, a simple work-around would involve creating a period that is one day in length.

Hopefully, your XBRL creation software accounts for this change in a reasonable way, appropriately flagging the affected deprecated concepts when you create your next filing. For instance, the Interactive Converter™ (iC™) automatically places all of the affected sections (notes, tables, etc.) under review when you update a previous filing, calling your attention to this change and allowing for an accurate review of the old concepts and selection of new concepts.

Additionally, the newly published version of the EFM now allows a filer to select the same date as both the start and end date for a given context. This is notable as it allows for an exemption of the normal rules that prevent overlap of start and end dates.

Filers should take note of this because facts that actually have a period of one day can now be correctly tagged. This is more common for smaller businesses that attempt to more accurately report activity durations that are shorter than a quarter.

On the other hand, disallowing the single-day duration caught many common mistakes for filers. Sitting down with XBRL expert Nathan Summers* shed some focused light on these potential new pitfalls.

“One such example involved preventing incorrect concept selection for facts that should be appropriately tagged with an instant concept rather than the related duration concept. Filers would occasionally report things that happened at one instant in time using a duration concept, assigning the day that it happened.”

Summers continued, “Additionally, these rules would prevent errors where a filer or tagger accidentally put the last day of the first period instead of the first day of the last period, shifting things by a day.

“All of these scenarios would have been incorrectly filed, but past checks on dates and durations provided good information to help filers prepare their filings accurately. As such, when you prepare your next filings, it would be wise to take special note of these scenarios as you review your XBRL.”

And one more note for public filers, hopefully just a reminder at this point: Also effective June 17, 2014, the 2012 US GAAP taxonomy could no longer be used for any filings. This is a much quicker expiration timeline than in the past, so please note this as you move into preparing your second quarter filings next month.

If you have any questions about these changes or anything affecting your next XBRL filing, please reach-out to CompSci at

* Nathan Summers serves on the XBRL Standards Working Group and is a CompSci software engineer. He also authored a popular article explaining XBRL Negation and is a co-author of patented XBRL technology.