3.2.1 Reporting Numeric Facts in a Subsequent Event

Issue

How does a company contextually represent a numeric fact in a subsequent event? Below is an example:

In the nine months ended Sept 30, 2010 financial statement filing, a company discloses in the subsequent event footnote, “On October 18, 2010 we purchased ABC Company for $100 million in cash.”

In the filings to date, there have been two different approaches to using the SubsequentEventTypeAxis.  In the first case, companies populate the context date using the subsequent event date.  In the second case, companies use the period end date for the context.  In the second case, a number of companies did not use the SubsequentEventDate so the date of the acquisition was not available.  In the case of acquisitions, we identified some cases where the SubsequentEventTypeAxis was not used. In other cases, it was used but was not dimensionally qualified by the BusinessAcquistionAxis even though the transaction amount was separately disclosed on the BusinessAcquistionAxis.

Recommendation

In this example, the tag for the $100 million is PaymentsToAcquireBusinessesGross, which should have a context of October 18, 2010, which informs the reader of the date the payment was made.

If tagged in this manner, the reader would be informed that a $100 million of cash was paid for an acquisition subsequent to the date of Sept 30, 2010, and could look at the context to see the date of acquisition was October 18, 2010.

This guidance requires that a numeric fact is defined as a subsequent event by using the subsequent event axis in the XBRL instance when the filer has defined the transaction as a subsequent event.

The following approach should NOT be used:

Use the SubsequentEventsDate tag and enter the specific date (October 18, 2010) as the fact value. If the company does use the SubsequentEventsDate  tag, the context date would be Sept 30, 2010.

The fact would be qualified by a specific acquisition member on the SubsequentEventTypeAxis and the primary line item tag for the $100 million is PaymentsToAcquireBusinessesGross, would have an instant context of Sept 30, 2010. (It would have a Sept 30, 2010 instant context since it is on the SubsequentEventTypeAxis, which informs the reader that the event occurred after that date.)

If tagged in this manner, the reader would be informed that a $100 million of cash was paid for an acquisition subsequent to the date of Sept 30, 2010, and if the SubsequentEventsDate tag was used, the reader would be informed that the specific date of acquisition was October 18, 2010.

This guidance recommends using the SubsequentEventTypeAxis and SubsequentEventMember

 to qualify the transaction as a subsequent event.

The subsequent event type axis should only be used to indicate that the numeric fact is a subsequent event.  The SubsequentEventMember can be used on the SubsequentEventTypeAxis axis to describe the event as subsequent to the balance type.  The numeric fact will also be qualified by the BusinessAcquisitionAxis and a member representing the actual acquisition, i.e., CompanyAMember.

At the time of reporting, the subsequent event information is captured as follows:

Reporting the same numeric fact after the subsequent event is captured as follows:

Do not use the SubsequentEventsDate tag in a filing.  Use the context date to capture the subsequent event date and not the SubsequentEventsDate as the context date already captures the date that the transaction occurred.

This guidance is also consistent with the guidance given in Question E.19 in the SEC staff Interpretation at this link:  http://www.sec.gov/spotlight/xbrl/staff-interps.shtml