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Scaling Errors Between Entity Common Stock Shares Outstanding and Common Stock Shares Outstanding

Nov. 19, 2020

In certain periodic reports, filers are required to disclose the number of common shares outstanding on the filing cover page and on the balance sheet and tag these amounts in XBRL submissions using the “Entity Common Stock Shares Outstanding” and “Common Stock Shares Outstanding” tags, respectively. While the values of the two disclosures may differ (e.g., as a result of different reporting dates),[1] it is not expected that the values would differ materially (e.g., by more than a hundredfold) in the absence of significant changes to capital structure or other related developments that could result in material modifications to the number of common shares.

Staff in the Division of Economic and Risk Analysis observed that some filers with no disclosed changes in capital structure had differences between the two reported values of more than a hundredfold in their XBRL submissions, indicating potential scaling errors. More specifically, some filers disclosed three additional zeros in one reported value compared to the other.

Filers should carefully review their XBRL disclosures to ensure scaling accuracy before submission.


[1] The Entity Common Stock Shares Outstanding value disclosed on the cover page of a Form 10-K or a Form 10-Q should be as of the latest practicable date, whereas the Common Stock Shares Outstanding value disclosed on the balance sheets should be as of the period-end date. For example, a filer submitting a Form 10-K for the year-ended December 31, 2019 on March 15, 2020 could disclose the Entity Common Stock Shares Outstanding on the cover page as of March 14, 2020 and the Common Stock Shares Outstanding on the balance sheet as of December 31, 2019. This date discrepancy could cause the filer to report different values across the two locations.

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