As we discussed in a prior client alert (available here), in March 2019, the Securities and Exchange Commission (the “SEC") adopted a number of changes to modernize and simplify disclosure requirements (the “Final Rules"). While many of these changes went into effect on May 2, 2019, the SEC adopted phased compliance dates for the requirements to tag data on the cover pages of Forms 10-K, 10-Q, 8-K, 20‑F, and 40-F in Inline XBRL. The Final Rules set forth the following compliance dates (which mirror the compliance dates for operating companies to implement the general Inline XBRL requirements):
|Operating Companies||Compliance Date|
|Large accelerated filers that prepare their financial statements in accordance with U.S. GAAP||Reports for fiscal periods ending on or after June 15, 2019|
|Accelerated filers that prepare their financial statements in accordance with U.S. GAAP||Reports for fiscal periods ending on or after June 15, 2020|
|All other filers||Reports for fiscal periods ending on or after June 15, 2021|
As companies implement the new data tagging requirements, there are a number of technical issues to bear in mind.
EDGAR Upgrade Fixes Entity Registrant Name “Warning" Message
For large accelerated filers with a calendar year-end, the first periodic report subject to Inline XBRL and cover page tagging is the Form 10-Q for the quarter ended June 30, 2019. Many companies that already filed found that a warning message would pop up during the EDGAR submission process if the “Exact name of registrant as specified in its charter" on a company’s Form 10-Q cover page did not mirror exactly the company’s name as recorded in the EDGAR database. Due to technical limitations and idiosyncrasies of EDGAR, many companies have a name in the EDGAR database that does not match the company’s actual name.
On July 29, 2019, the SEC announced EDGAR Release 19.2.1, which provides that certain “Entity Registrant Name" tag mismatches no longer result in a warning. For example, differences in spacing or punctuation (including hyphens) and EDGAR-imposed abbreviations (e.g., “CORPORATION" to “CORP") and truncations (e.g., omission of “The" or “A" at the beginning of a name) will be permitted; in addition, single-character words and text entered between “//" (e.g., “/DE/") will be ignored and therefore no longer trigger a warning message.
Certain companies may still encounter the warning message if there are other company name differences that the recent update did not address. If a warning does appear, the course of action recommended by the staff of the Division of Corporation Finance (the “Staff") is to manually override the warning.
New Cover Page Interactive Data File Exhibit
In connection with the new cover page data tagging requirements, the Final Rules also added a new exhibit requirement. Item 601(b)(104) of Regulation S-K requires a “Cover Page Interactive Data file." Thus, for companies subject to compliance with the Inline XBRL requirements, all Forms 10-K, 10-Q, and 8-K should list Exhibit 104 in the exhibit index. (This is the case even though, from a technical perspective, the EDGAR Filer Manual states that companies should satisfy the requirement for providing a Cover Page Interactive Data File (Exhibit 104) “using an Inline XBRL Document Set … with EX-101.* attachments other than EX101.INS" (emphasis added).) This also means that all Form 8-K filings after a company’s first Form 10-Q in Inline XBRL should include an exhibit list under Item 9.01 of Form 8-K, regardless of whether any exhibits besides Exhibit 104 are included. The Staff is aware that there has been a fair amount of confusion surrounding Exhibit 104, and we believe the potential for negative consequences for failing to include Exhibit 104 are relatively low.
Eagle-eyed form checkers may have realized that the exhibit table in Item 601 of Regulation S-K as presented on the Electronic Code of Federal Regulations (“ECFR") page (available here) does not actually include an “X" in the Form 10-Q or 10-K columns for the Exhibit 104 row. Due to a presentation error in the Final Rules (the text of the Item 601 amendment in the Final Rules shows 14 columns when it should show 16 columns), the three “Xs" show up under Forms F-4, 8-K, and 10-D, when they should show up under Forms 8-K, 10-Q, and 10-K. We have been informed by the Staff that this will be fixed through a technical amendment.
Exhibit Descriptions for Interactive Data Files
As a reminder, Instruction 1 to paragraphs (b)(101)(i) and (ii) of Item 601 of Regulation S-K states that when an Interactive Data File is submitted in Inline XBRL format, the exhibit index must include the word “Inline" within the title description for any XBRL-related exhibit. While there is no similar instruction for the cover page interactive data file exhibit discussed in paragraph (b)(104) of Item 601, it makes sense to follow the same approach and use the word “Inline" when describing Exhibit 104.
Presentation Considerations for Inline XBRL Filings
While the SEC believes Inline XBRL provides users an easier way to view, access, and explore the underlying data in an SEC filing, many users find the tags to be more distracting than useful. Users have the option of viewing the filing in the traditional format by selecting “Open as HTML" from the “Menu" dropdown on the left hand side of the XBRL banner that appears at the top of the browser window of an Inline XBRL filing. To make viewing and printing a “clean" version of the filing even easier for users, some companies have elected to include with each Inline XBRL filing a PDF version of the filing that simply shows up as a separate line in the “Document Format Files" table of the “Filing Detail" page (i.e., the index page that a user needs to click through to view the filing).
New Description of Securities Exhibit
Due to the presentation error in Item 601 of Regulation S-K described above, the ECFR page also does not currently include an “X" in the Form 10-K column for the Exhibit 4(vi) row, which corresponds to the new requirement that companies provide a brief description of all securities registered under Section 12 of the Exchange Act. However, the Final Rules make clear that this exhibit is required in a company’s Form 10-K.