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Amended 8-K

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6 comments

  • Mike

    Hi Ross!

    Oof-da, that's a good question. This nuance is actually not well documented, but if you try to file a 8-K/A with a different Period Of Report than any previous 8-K or 8-K/A filing, you will get this EDGAR warning:

    WRN:  NO_ACCEPTED_PREVIOUS_FILING_EXISTS
    MSG: Warning: The Period Date you specified does not match a Period Date on a
    previous 8-K or 8-K/A filing.

    The Period Of Report is how the SEC associates an amended 8-K filing with the original. Here's the error info for that warning in the EFM:

    Hopefully that helps a little. Do let me know what questions you have in the meantime. Thanks, and chat soon!

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  • Mike

    Hi John!

    Happy to provide some tips from the Workiva angle.

    You are correct, the document type will always be the unamended version, i.e. an 8-K. Only the filing itself is labeled as an amendment during the Select Filing Documents / Label step. When the form type is 8-K/A, Workiva will only give you that option.

    One thing that occasionally trips up filers is that the Period of Report (and therefore the XBRL date), which needs to be the date of the original 8-K (or 8-K/A, if you’re amending an amended filing). And of course, if XBRL is involved, you'll likely need to work with your own legal counsel to determine if the amendment requires the XBRL or not.

    Hopefully those tips help. Give me a holler if you have questions on any of the above, or need anything else. Cheers and happy filing!

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  • Ross Isokane

    Hi Mike, is there SEC guidance or a form instruction/rule reference you can point to for where you state the following?

    "One thing that occasionally trips up filers is that the Period of Report (and therefore the XBRL date), which needs to be the date of the original 8-K (or 8-K/A, if you’re amending an amended filing)."

     

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  • Dalisay Pingul

    Thank you for the tip! For XBRL, Amendment Flag, do we say "True" in this case?

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  • Dalisay Pingul

    Sorry, another question, is the Amendment Description required in the XBRL for an amended 8-K? It's a string, so generally 'strings' are not a required tagging. But thought I'll ask in case there's an exception with amendments.

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  • Mike

    Hi Daisy!

    Sorry for the delay. I chatted quicky with our XBRL experts and have the following insights to share regarding your questions.

    The amendment flag depends on what the amendment is related to. Generally, unless you are amending previously filed financial data, then the amendment flag is "false" and no amendment description is needed (even if the actual filing is an 8-K/A).  For 8-K/As, most often those are not actually amending or updating previously filed interactive data. In other words, the use of the XBRL concepts "us-gaap_AmendmentFlag" and "us-gaap_AmendmentDescription" are very specifically intended to relate to the interactive data, and not intended to be used more generally to describe the type of filing. The "us-gaap_DocumentType" and related fact value will identify the filing as an "8-K/A".

    TL;DR - the answer to both is "it depends" (which is almost always the case with XBRL, am I right?)

    Hopefully that helps some but as always, let us know if you have any follow-ups or need any clarifications. Cheers and happy fiing!

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