United States: SEC Staff Issues Guidance On Inline XBRL

Last Updated: September 20 2019
Article by David M. Lynn, Scott Lesmes, Marty Dunn and Rose A. Zukin

On August 20, 2019, the Staff of the SEC’s Division of Corporation Finance published nine new Compliance and Disclosure Interpretations on the use of Inline XBRL. These new C&DIs provide guidance regarding compliance with the SEC’s recently adopted Inline XBRL requirements, particularly with respect to the phase-in of the new requirements, the “tagging” of data on the cover page of a filing, the identification of Interactive Data Files in the exhibit index of a subject filing, and the application of the new requirements to situations not addressed directly in the initial adoption of those requirements.

The New Inline XBRL Requirements

Inline XBRL is a format that allows registrants making filings with the SEC to embed XBRL data directly into an HTML-based document. Under the Inline XBRL requirements adopted by the SEC in 2018, operating companies must use Inline XBRL for financial statement information, as well as certain information on the cover page of a filing.1 

The SEC implemented a phased-in compliance schedule for the new Inline XBRL requirements, with early compliance permitted. Under this compliance schedule:

  • Large accelerated filers preparing their financial statements in accordance with U.S. GAAP must comply for fiscal periods ending June 15, 2019, or after;
  • Accelerated filers preparing their financial statements in accordance with U.S. GAAP must comply for fiscal periods ending June 15, 2020, or after; and
  • All other filers must comply for fiscal periods ending June 15, 2021, or after.

The New C&DIs

The Staff’s new C&DIs relating to the Inline XBRL requirements are found in the “Other Topics” section of the Division of Corporation Finance’s “Compliance and Disclosure Interpretations” web page under the topic “Interactive Data.”

New C&DI Question 101.01 describes the manner in which a company subject to the Inline XBRL requirements should identify the Interactive Data Files in the exhibit index of an applicable filing. According to this guidance, a subject company should:

  • identify any Interactive Data File required under Rule 405 of Regulation S-T as Exhibit 101 in the filing’s exhibit index; and
  • identify any Cover Page Interactive Data File required under Rule 406 of Regulation S-T as Exhibit 104 in the filing’s exhibit index.

New C&DI Question 101.01 also indicates that:

  • in accordance with Instruction 1 to paragraphs (b)(101)(i) and (ii) of Regulation S-K Item 601, the filing’s exhibit index must include the word “Inline” within the title description for the exhibits described above; and
  • consistent with the EDGAR Filer Manual, for 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 Exhibit 101.

New C&DI Question 101.02 makes clear that a company that voluntarily submits Interactive Data Files in Inline XBRL format prior to its applicable phase-in date is not required to comply with the cover page data tagging requirements with those submissions.

New C&DI Question 101.03 explains that all Forms 8-K, regardless of whether they contain financial statements for which XBRL data is required, are subject to Inline XBRL requirements to tag information on the cover page.

New C&DI Question 101.04 provides guidance with respect to whether registrants filing an Item 9.01 Form 8-K are required to identify the Cover Page Interactive Data File as Exhibit 104. The Staff clarified that if the only exhibit included in the exhibit index of a Form 8-K would be a Cover Page Interactive Data File as Exhibit 104, the Staff would not object if a 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.

New C&DI Question 101.05 addresses the situation where a company’s name on the cover page of the applicable form differs from the company name in the company’s EDGAR file due to EDGAR naming conventions. The Staff indicated that most of these variations are permissible, as they will not prevent the filing from being accepted and disseminated; however, any companies experiencing difficulty as a result of name variations should contact EDGAR Filer Technical Support.

New C&DI Question 101.06 clarifies that a company electing to voluntarily submit Interactive Data Files in Inline XBRL format prior to its applicable compliance date may cease such voluntary submissions until the company’s compliance date.

New C&DI Question 101.07 provides guidance regarding the Inline XBRL cover page tagging requirements for a company that files a Form 8-K earlier on the same day as it files its first Form 10-Q for a fiscal period ending on, or after, the company’s applicable compliance date. In this regard, the Staff indicated that the Form 8-K would not be required to comply with Inline XBRL cover page tagging requirements.

New C&DI Question 101.08 discusses the applicable compliance date for foreign private issuers.  The Staff noted that this compliance date is based on the foreign private issuer’s filer status and basis of accounting.  As such:

  • foreign private issuers that prepare their financial statements in accordance with U.S. GAAP and are large accelerated filers must comply with the Inline XBRL requirements for financial statements for fiscal periods ending June 15, 2019, or after;
  • foreign private issuers that prepare their financial statements in accordance with U.S. GAAP and are accelerated filers must comply with the Inline XBRL requirements for financial statements for fiscal periods ending June 15, 2020, or after; and
  • foreign private issuers that (1) prepare their financial statements in accordance with IFRS or (2) are not large accelerated filers must comply with the Inline XBRL requirements for financial statements for fiscal periods ending June 15, 2021, or after.

New C&DI Question 101.09 discusses the applicable compliance date for filers using Form 20-F or Form 40-F.  As these companies are not required to file quarterly reports, the Staff indicated that they are 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 company’s applicable compliance date.

Footnotes

[1] The SEC requirements regarding Inline XBRL are applicable to both operating companies and funds. This client alert addresses those requirements only with regard to operating companies.

Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP. All rights reserved

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