August 21, 2019
On August 20, 2019, the SEC provided interpretive guidance in the form of nine new Compliance and Disclosure Interpretations (“C&DIs”) on the new inline XBRL and related exhibit requirements.
Phase-in of Form 8-K cover page tagging
Companies must comply with Inline XBRL (as well as the cover page tagging requirements) beginning with their first Form 10-Q for a fiscal period ending on or after the applicable compliance dates, which are as follows:
Large accelerated filers
Fiscal periods ending on or after June 15, 2019
Fiscal periods ending on or after June 15, 2020
All other filers
Fiscal periods ending on or after June 15, 2021
When a company files a Form 8-K earlier than the first Form 10-Q that is subject to the Inline XBRL requirements (even if it is on the same day), that Form 8-K need not comply with Inline XBRL cover page tagging requirements. Only later-filed Forms 8-K must do so.
Companies subject to Inline XBRL requirements should identify, in a filing’s exhibit index, any Interactive Data File required under Regulation S-T Rule 405 as exhibit 101 and any Cover Page Interactive Data File required under Regulation S-T Rule 406 as exhibit 104. Additionally, when an interactive data file is submitted using Inline XBRL, Instruction 1 to paragraphs (b)(101)(i) and (ii) of Regulation S-K Item 601 requires that the exhibit index include the word “Inline” within the title description for any such exhibit.
As described in the EDGAR Filer Manual, companies should satisfy the requirement to submit a Cover Page Interactive Data File using an Inline XBRL Document Set with EX-101 attachments other than EX-101.INS. Accordingly, in the case of a Cover Page Interactive Data File identified as exhibit 104 in the exhibit index, the exhibit index should cross-reference to the Interactive Data Files submitted under EX-101. For Current Reports on Form 8-K, see “Identification of interactive data file exhibit in Item 9.01 of Form 8-K” below.
Voluntary early compliance – cover page data tagging and cessation
If a company voluntarily submits Interactive Data Files in Inline XBRL format before its applicable phase-in date, it need not comply with the cover page data tagging requirements with those submissions. Cover page data tagging requirements apply to companies that are “required to submit Interactive Data Files in Inline XBRL format.” See Rule 406 of Regulation S-T. Also, companies can cease voluntary submissions until they are required to submit Interactive Data Files in Inline XBRL format pursuant to the phase-in schedule.
Cover page data tagging for Forms 8-K
Once a company has become subject to Inline XBRL requirements, all of its Forms 8‑K, not just those Forms 8‑K that contain financial statements for which XBRL data is required, are subject to the requirement for cover page tagging. See “Phase in of Form 8-K cover page tagging” above.
Identification of interactive data file exhibit in Item 9.01 of Form 8-K
As discussed in “Exhibit Index” above, Cover Page Interactive Data Files required under Regulation S-T should be identified as exhibit 104 in the exhibit index of an applicable filing. If, however, the exhibit index of a Form 8-K would include only a Cover Page Interactive Data File as exhibit 104, and would not include any other exhibit, the SEC staff will not object if the company does not add an exhibit index to the Form 8-K solely for the purpose of identifying the Cover Page Interactive Data File as an exhibit under Item 9.01 of Form 8-K.
Tagging of non-conforming company name on cover page of filing
When a company’s name, as it appears on the cover page of a form, differs from its conformed name in EDGAR, it is permissible for the Inline XBRL tagged company name shown on the cover page to vary from the EDGAR conformed name in various ways. Most of these variations will not prevent the filing from being accepted and disseminated. In rarer instances, a variation may result in a notice of suspension. In those instances, the filer should contact EDGAR Filer Technical Support. Companies whose company name does not match their EDGAR conformed company name may wish to consider updating their conformed company name in EDGAR. See Volume I, Chapter 5.4 of the EDGAR Filer Manual for instructions on how to edit your company information.
Foreign private issuers
Foreign private issuers will be required to comply with the Inline XBRL requirements based on their filer status and basis of accounting. For foreign private issuers that prepare their financial statements in accordance with U.S. GAAP, the phase-in of the Inline XBRL requirements is determined based on filer status. Foreign private issuers that are large accelerated filers must comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2019. Foreign private issuers that are accelerated filers must comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2020. All other filers, including foreign private issuers that prepare their financial statements in accordance with IFRS, must comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2021. Because Form 20-F and 40-F filers do not have quarterly report filing obligations, those filers will be required to comply with Inline XBRL beginning with the first filing on a form for which Inline XBRL is required for a fiscal period ending on or after the applicable compliance date described above and as set forth in Regulation S-T Rule (f)(1)(i).
The new C&DIs can be found at this link.
For more information regarding inline XBRL contact your Nelson Mullins attorney or any of the other experienced Nelson Mullins attorneys listed.
Jeff Allred: 404.322.6101 or at firstname.lastname@example.org
Gary Brown: 615.664.5330 or at email@example.com
Brian Caid: 303.583.9918 or at firstname.lastname@example.org
Kathleen Deutsch: 561.366.5320 or at email@example.com
Nina Gordon: 305.373.9426 or at firstname.lastname@example.org
Neil Grayson: 864.250.2235 or at email@example.com
John Jennings: 864.250.2207 or at firstname.lastname@example.org
David Mannheim: 919.329.3804 or at email@example.com
Allie Nagy: 919.329.3885 or at firstname.lastname@example.org
Daniel Nunn: 904.665.3601 or at email@example.com
Mike Rafter: 404.322.6627 or at firstname.lastname@example.org
Erin Reeves McGinnis: 404.322.6208 or at email@example.com
Jim Rollins: 617.573.4722 or at firstname.lastname@example.org
Doug Spear: 404.322.6266 or at email@example.com
Jon Talcott: 202.689.2806 or at firstname.lastname@example.org
Charles Vaughn: 404.322.6189 or at email@example.com
These materials have been prepared for informational purposes only and are not legal advice. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. Internet subscribers and online readers should not act upon this information without seeking professional counsel.