Alert August 28, 2019

Inline XBRL Interpretations Issued by SEC Staff

Summary

The staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) has published nine Compliance and Disclosure Interpretations (C&DIs) relating to the Inline XBRL rules adopted in June 2018 (discussed in this Goodwin alert) and March 2019 (discussed in this Goodwin alert). The C&DIs clarify some questions about how companies should list exhibits in SEC filings, the impact of voluntarily filing documents that contain Inline XBRL, and transition issues for foreign private issuers. Note that at this time only large accelerated filers (including foreign private issuers that are large accelerated filers and prepare their financial statements in accordance with U.S. GAAP) are subject to the Inline XBRL rules.

The new C&DIs relating to Inline XBRL include the following:

Exhibits/Exhibit Index

  • Interactive Data Files (i.e., those related to financial and other information, not including the tagged cover page data for the report or registration statement) should be identified as Exhibit 101 in the exhibit index. (Question 101.01)
  • The Cover Page Interactive Data File should be identified as Exhibit 104 in the exhibit index, but the requirement to submit a Cover Page Interactive Data File should be satisfied using an Inline XBRL Document Set with EX-101.* attachments other than EX-101.INS. Accordingly, the exhibit index should include a cross-reference to the EX-101.* attachments for the Cover Page Interactive Data File. (Question 101.01)
  • The exhibit index must include the word “inline” in the title description for each Inline XBRL exhibit. (Question 101.01)

Form 8-K

  • Inline XBRL requirements apply to all Form 8-K reports, not only those that contain financial statements for which XBRL data is required. (Question 101.03)
  • If the exhibit index of a Form 8-K would include only Exhibit 104 (the Cover Page Interactive Data File) and no other exhibits, the SEC staff will not object if the company does not include an exhibit index (Form 8-K, Item 9.01) solely to identify the Cover Page Interactive Data File as an exhibit. (Question 101.04)

Company Name Cover Page Discrepancies

  • If a company’s name on the cover page of an SEC form differs from its conformed name in the EDGAR system, it is permissible to tag the name as shown on the cover page in the Inline XBRL file, and this discrepancy will generally not prevent the EDGAR system from accepting the filing. The SEC staff encourages these companies to update the conformed company name in the EDGAR system. (Question 101.05)

Voluntary Inline XBRL Submissions

  • Companies that voluntarily submit Interactive Data Files in Inline XBRL format prior to the company’s phase-in date are not required to submit the Cover Page Interactive Data file. (Question 101.02)
  • Companies that voluntarily submit Interactive Data Files in Inline XBRL format prior to the company’s phase-in date may cease these submissions at any time prior to the phase-in date. (Question 101.06)

Phase-In Date – Filings Before First Form 10-Q

  • If a company files a Form 8-K earlier on the same day that it files its first Form 10-Q that is subject to Inline XBRL requirements, the Form 8-K is not required to comply with the Inline XBRL requirements because it was filed before the company’s first Form 10-Q that was subject to Inline XBRL requirements. (Question 101.07)

Foreign Private Issuer Phase-In

  • Foreign private issuers that prepare their financial statements in accordance with U.S. GAAP will be required to comply with Inline XBRL rules using the same phase-in schedule applicable to domestic companies based on the company’s status as a large accelerated filer, accelerated filer or non-accelerated filer. Foreign private issuers that prepare their financial statements in accordance with IFRS are not required to comply with Inline XBRL rules until the phase-in date for non-accelerated filers (i.e., the filing of financial statements for fiscal periods ending on or after June 15, 2021 that are required to be tagged). (Question 101.08)
  • Foreign private issuers that file annual reports on Form 20-F or 40-F do not file quarterly reports. These companies will be required to comply with Inline XBRL rules 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. (Question 101.09)