Xbrl Fallbacks

XBRL Fallbacks

XBRL coverage is incomplete. Many real issuers — especially the small-cap universe where dilution analysis matters most — return either 404 or empty datapoints from data.sec.gov/api/xbrl/companyfacts/CIK*.json. Treating absence of XBRL as absence of data is a quant pipeline bug. The shares-outstanding number is almost always somewhere; just not in the structured feed.

Core principle

XBRL is one source, not the source. When the structured feed is sparse or missing, the same datapoint is recoverable by reading the filing's text — typically the cover page or an early section of the prospectus. Build the fallback path explicitly into the pipeline; don't treat XBRL 404 as "no data".

When XBRL fails (the 404 / empty-set universe)

1. Recent FPIs (Foreign Private Issuers). They file F-1, 20-F, 6-K in HTML/PDF. XBRL coverage is often delayed, partial, or absent for years after IPO. Common in Chinese small-cap IPOs (-F suffix CIKs, recent listings on Nasdaq Capital Market).
2. Recent US IPOs in the first 2 quarters post-listing — 10-Q XBRL exists but the cover-page share count may be the only reliable datapoint until the second 10-K is filed.
3. SPACs pre-business-combination. The shell phase has minimal XBRL; cover-page counts on the most recent 10-Q/10-K govern.
4. Shell companies / OTC issuers where XBRL is filed late or only for the most recent period.
5. Amended filings (10-K/A, 10-Q/A) — sometimes don't republish XBRL; you have to read the amendment text.

Fallback hierarchy

When XBRL is missing or stale, search for shares-outstanding in this order:

1. Most recent 10-Q cover page (US issuer) — "As of [date], the registrant had [N] shares of common stock, $[par] par value, outstanding."
2. Most recent 10-K cover page (US issuer) — same pattern, slightly different timing (annual).
3. Most recent 6-K cover or text (FPI) — variable format; often reports issuance counts within the body. Look for "ordinary shares" or "common shares" + "issued and outstanding".
4. Most recent 20-F cover (FPI annual) — formal cover-page statement near the registrant block.
5. Most recent F-1 / F-3 / F-3A cover or first page (FPI registration).
6. Most recent 424B prospectus supplement cover — discloses pre-offering share count and post-offering count.
7. Most recent DEF 14A (proxy) — record-date count, useful as a sanity check.
8. Form 10 / S-1 (if newly registering) — initial count.

The earliest plausible source wins; later sources are sanity checks. Always record which source was used.

Extraction patterns (text-based)

Cover-page share-count language is heavily templated. The common forms:

• "As of [date], [N] shares of [class] common stock were outstanding."
• "[N] shares of common stock, par value $[X] per share, are issued and outstanding as of [date]."
• "[N] ordinary shares" / "[N] American Depositary Shares (ADSs)" representing [M] ordinary shares (FPI ADR structure — keep BOTH numbers and note the ratio).
• "[N] Class A common stock and [M] Class B common stock" (multi-class issuers — sum carefully or track per-class).
• "issued and outstanding": [N] (table format common in proxies).

Numbers may be expressed with commas, no commas, or scaled ("12.3 million" / "12,300,000"). Always normalize to integer share count and record the as-of date.

Multi-class share gotchas

Many small-cap FPIs and biotech reorganizations have multiple share classes. Treating "common stock outstanding" as a single number can be wrong by a factor of 2–10x.

• Class A / Class B: voting/economic asymmetry — sum for total outstanding but track separately for control analysis.
• Ordinary shares + ADSs: FPI structure. ADSs trade on the US exchange but represent ordinary shares at a ratio (often 1:10 or 1:50). Float-rotation math must use the ADS-equivalent count, not the underlying ordinary share count.
• Preferred convertible into common: not currently outstanding as common but creates shadow dilution. Note as a separate line.

Synthetic-tag convention (for pipelines)

When emitting fallback data into a downstream system that expects XBRL shape, use a synthetic tag namespace to preserve provenance:

{
  "tag": "text:SharesOutstanding",
  "value": 23300000,
  "source_form": "424B4",
  "source_accession": "0001213900-24-XXXXXX",
  "as_of_date": "2024-09-15",
  "filed_date": "2024-09-18",
  "confidence": "medium"
}

text: prefix distinguishes from real XBRL (us-gaap:, dei:, ifrs-full:). Confidence reflects parsing precision (e.g., "high" = direct quote, "medium" = inferred from context, "low" = calculated from offering deltas).

Validation rules

1. The fallback datapoint's filed_date must obey lookahead-safety — never use as_of_date as the known-date.
2. Cross-check the fallback against ANY available XBRL — even one datapoint can confirm the order of magnitude.
3. Sanity-check against the offering history: if the issuer raised N shares between two cover-page disclosures, the difference between the two counts should be approximately N (modulo buybacks, splits, exercises).
4. Flag any fallback as text: and surface the source filing in the final output — don't silently treat it as XBRL-quality.

Workflow when XBRL returns 404 or empty

1. Confirm the CIK is correct (most common false-404 cause is a CIK typo or unmapped ticker — see cik-resolution if available).
2. Pull the issuer's full submissions list: data.sec.gov/submissions/CIK{padded}.json
3. Walk filings in REVERSE chronological order through the hierarchy above (10-Q → 10-K → 6-K → 20-F → F-* → 424B → DEF 14A).
4. Extract the cover-page count from the FIRST filing that has it.
5. For historical analysis, walk forward from the earliest fallback datapoint, applying offering deltas (424B / 8-K item 3.02) between stamps to maintain a continuous timeline.
6. Tag every fallback datapoint with source attribution and confidence.

Phrases that should trigger this skill

• "XBRL is empty / missing / 404"
• "no XBRL for ticker X"
• "FPI shares outstanding" / "Chinese small cap shares outstanding"
• "20-F" / "6-K" / "F-1" + share count
• "ADS to ordinary shares ratio"
• "cover page shares"
• "how do I get shares outstanding without XBRL"
• "SPAC shares outstanding"

What this skill is NOT

This is not a regex library or extractor. It defines the source hierarchy and validation rules so the LLM (or pipeline) can decide WHERE to look and HOW to attribute the result. Combine with lookahead-safety for time semantics and sec-filing-types for form-by-form context.