Perspectives

SEC Requires the Use of Inline XBRL in Certain Filings 

This Heads Up discusses SEC Final Rule Release No. 33-10514, Inline XBRL Filing of Tagged Data, which requires registrants to use the Inline eXtensible Business Reporting Language format in their submissions of operating company financial statement information and fund risk/return summary information. The final rule is effective 30 days after its publication in the Federal Register, and its requirements will be phased in over three years, starting with large accelerated filers.

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Introduction

On June 28, 2018, the SEC issued a final rule that requires registrants to use the Inline eXtensible Business Reporting Language (iXBRL) format in their submissions of operating company financial statement information and fund risk/return summary information. The final rule is effective 30 days after its publication in the Federal Register, and its requirements will be phased in over three years, starting with large accelerated filers.

This Heads Up summarizes the final rule and related financial reporting implications. It also highlights some key considerations regarding the final rule’s implementation.


 

Volume 25, Issue 8 | July 3, 2018

Background

Since 2009, registrants have been required to submit an interactive data file exhibit (in an XBRL format) along with their official HTML (or, less commonly, ASCII) documents that are filed on certain forms. In addition, in March 2017, the SEC announced the availability of the IFRS® Taxonomy for foreign private issuers (FPIs) that prepare financial statements under IFRS Standards. As a result of the announcement, FPIs are also required to use XBRL in their financial data submitted to the SEC. With iXBRL, registrants will combine the HTML-encoded information and XBRL-encoded information into one single report rather than filing the XBRL data in an exhibit. 

Applicability and Effective Date

The final rule’s iXBRL requirements for financial statement information apply to all operating company filers — including smaller reporting companies, emerging growth companies, and foreign private issuers — that currently are required to submit financial statement information in XBRL format. The requirements for risk/return summary information apply to all mutual fund filer that currently are required to submit risk/return summary information in XBRL format.

To give certain registrants enough time to prepare for adoption, the final rule phases in the requirements on the basis of filer category. Compliance is required with the first Form 10-Q filed after the applicable compliance date. The compliance dates are as follows: 

  • Large accelerated filers that prepare their financial statements in accordance with U.S. GAAP will be required to comply beginning with fiscal periods ending on or after June 15, 2019. 
  • Accelerated filers that prepare such financial statements must comply beginning with fiscal periods ending on or after June 15, 2020. 
  • All other operating company filers that are required to submit interactive data files are required to comply beginning with fiscal periods ending on or after June 15, 2021. 

Connecting the Dots

Under the final rule, a calendar-year-end U.S. GAAP large accelerated filer will be required to use iXBRL beginning with its June 30, 2019, Form 10-Q filing; a U.S. GAAP large accelerated filer with a June 30 fiscal year-end would be required to use iXBRL in its September 30, 2019, Form 10-Q filing.

The phase-in for mutual funds is based on net asset size. Larger entities (i.e., mutual funds that together with other investment companies in the same “group of related investment companies” have net assets of $1 billion or more as of the end of the most recent fiscal year) are required to comply with the requirements two years after the final rule’s effective date. Smaller entities (i.e., mutual funds that together with other investment companies in the same “group of related investment companies” have net assets of less than $1 billion as of the end of the most recent fiscal year) must comply with the requirements in the third year.

The final rule eliminates the requirement for an operating company and a mutual fund to post its interactive data file on its Web site and eliminates the 15-business-day filing period for risk/return summary XBRL data. 

iXBRL Data Quality

The final rule reflects the SEC’s increased focus on data quality and emphasizes that the SEC staff uses the XBRL data to “efficiently analyze large quantities of information in support of risk assessment, rulemaking, and enforcement activities.” In addition, XBRL data is used by investors, analysts, economists, data aggregators, academics, and filers seeking information on their peers.  

The SEC staff hopes that by requiring registrants to file only one report instead of submitting (and reconciling) two separate documents, fewer errors will result. In addition, the staff hopes that with iXBRL, there will be fewer errors such as characterizing a number as negative when it is positive, incorrect scaling, and incomplete tagging. Further, iXBRL permits registrants to use fewer extension tags (i.e., customized tags) if they no longer perceive a need for the look and presentation of their interactive data renderings to match their HTML document, which will further facilitate comparison of different entities’ structured data.  

Connecting the Dots

iXBRL may contribute to an increased use of XBRL data in the marketplace because it permits users to search and analyze data quickly. Since the interactive data files and the HTML document will no longer be in different locations, users can view and analyze this data simultaneously. As part of its initial voluntary iXBRL program, the SEC gave users access to an iXBRL viewer on the EDGAR Web site. The viewer improved users’ ability to search and analyze data and made data tagging details, including tagging deficiencies, more visible and transparent. Registrants should reassess their XBRL data quality, including its completeness and accuracy, as part of their transition to iXBRL.  

 

Key Considerations Related to Implementing the iXBRL Requirements

Registrants that use third-party vendors to prepare their interactive data files or other aspects of their EDGAR submission should assess whether those vendors are capable of preparing filings in iXBRL format. Such vendors may need to modify their software to enable it to extract iXBRL data. In addition, registrants should ensure that a filing contains no validation errors; if it does, the EDGAR system will reject the entire filing, not just the iXBRL piece.

While registrants may use third-party vendors, they retain the overall responsibility for their filings. Therefore, registrants should (1) understand how adoption of iXBRL will affect the timing and nature of their filing preparation and review processes (e.g., their ability to meet submission dates or make last-minute changes) and (2) ensure that they have personnel with appropriate expertise to review the iXBRL formatting.   

iXBRL and Disclosure Controls and Procedures

Most registrants’ disclosure controls and procedures apply to the creation of interactive data files; however, the SEC specifically excludes the use of interactive data files from the officer certification requirements in Exchange Act Rules 13a-14 and 15d-14. While the SEC has indicated that this exclusion was intended to give registrants a means of avoiding unnecessary costs, management is still responsible for the completeness, mapping, consistency and structure of its interactive data filings. Moreover, exclusion of interactive data files from the officer certification requirements does not mean that a registrant can exclude controls and procedures related to interactive data from its evaluation of disclosure controls and procedures. A registrant that submits an interactive data file with Form 10-K or Form 10-Q still must consider controls and procedures related to interactive data when complying with Exchange Act Rules 13a-15 and 15d-15 and with Regulation S-K, Item 307. 

iXBRL Assurance Remains Voluntary

There is no requirement currently, or under the final rule, for any form of assurance related to a registrant’s XBRL interactive data filing. However, audit committees and management may consider whether and, if so, what form of assurance or other types of services may be useful to the company and its investors in connection with the iXBRL requirements. Such services may include the following: 

  • Readiness assessment — An assessment of the company’s capacity for sustainable iXBRL financial reporting based on the filer’s financial reporting process and technology infrastructure. 
  • iXBRL implementation — Advice and recommendations related to planning for and establishing the process of conversion of financial information to iXBRL and providing recommendations for a sustainable process for ongoing reporting.
  • iXBRL training — Knowledge transfer services ranging from awareness to in-depth technical training.
  • Agreed-upon procedures — Application of certain agreed-upon procedures with respect to iXBRL information. 

 

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