Is it Live, or is it Memorex?: SEC XBRL Validation Fake-out, Part I

SHORT VERSION:  You do not have to use the US GAAP "Document and Entity" tag EntityPublicFloat to file XBRL documents currently to the SEC even though this tag is part of the "Public Validation Criteria" that the SEC (supposedly) started validating submissions against as of December 15, 2008.

LONGER VERSION:  A few blog posts back I talked about the SEC's release of XBRL creation (validation) criteria via the Public Validation Criteria (PVC) and the revised EDGAR Manual (still a DRAFT version at this time).  A quick recap for those just joining us, the PVC can be thought of as a subset or precursor to the complete set of rules contained in the revised EDGAR Manual that will be the basis of validating all mandatory filings.  However, since the revised EDGAR Manual is not yet final, the SEC had to find a way to start enforcing some of these validation rules sooner rather than later, so they did so via the PVC...starting on December 15, 2008...or so we thought.

The PVC contains a list of 26 rules, one of which (number 2) details 13 "document and entity" tags that XBRL submissions must contain when filed to the SEC.  One of these 13 tags is EntityPublicFloat, data of which is typically found on a 10-K but not a 10-Q.  Today a client who was finalizing a Q-based XBRL filing asked:  "If the Entity Public Float tag is required tag by the SEC, and yet we don't include that information on our Q, what should we put as a value for the tag?"  Hmmm...good question.

My first thought was to tag using a blank (or "nil") value for the tag and include it in the client's filing, but due to a bug in the SEC Viewer, this wouldn't be picked up and displayed.  Next step was to check out a couple of recent live filings to make sure this tag really did have to be included in the submission.  Much to my surprise, I noticed Philip Morris' most recent filing did NOT include this tag.  Hmmm...strange...since again this tag is on the PVC list and the SEC (supposedly) started enforcing this list 12/15/2008.  Something wasn't computing since Philip Morris clearly was able to live file without this tag so...

...after running a few test filings internally, yep, it's true...XBRL submissons don't currently need the EntityPublicFloat tag...even though it's supposed to be required.  Live?  Memorex?  Man, my brain hurts trying to keep all this straight.  I'm sure the SEC will sort this out as they tighten up ship in preparation for the mandate but the moral of this story goes something like this:

If you're in to moving targets, stick around for a while...this is bound to get even more interesting as we approach the start of the mandate.  If you're trying to test or live file XBRL documents to the SEC over the next 60-90 days, don't place any weight on reviewing SEC filings made prior to 12/15/2008 and make sure you're working with someone that knows how to investigate and explain validation anomolies such as this.

-Rob