iXBRL cover page tagging requirements
RespondidaI saw that the SEC issued a final rule on March 20th that impacts inline xbrl tagging on the cover page. Basically, for the Form 10-Q, we need to tag everything on the cover page and add the title of each class of securities, exchange on which they are registered, as well as the ticker symbol, which will also need to be tagged directly on the cover page (not DEI). There was also mention of a "Cover Page Interactive Data File". I was hoping to get clarity on this. Will this be an additional instance document? Does this change anything I need to do on my end, with the exception of adding the new items to the cover page and tagging them accordingly?
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Hi all!
Wanted to let you know that a recent release to Wdesk resolved the issue with the Security 12bTitle tag errantly showing an error has now been resolved. You should no longer receive said error message with this particular tag.
If you have any questions, let me know, otherwise happy tagging in the meantime. Cheers!0
Glad to have you back, Ricardo!
You are correct, if you are as of yet not required to file with iXBRL per the regulation, then you would be exempt from having to comply with all the additional cover page requirements, as mentioned above by Herb. So indeed, it looks like you are in the clear there until June 2021. Enjoy!0
Hi Mike,
I was out of the office for a while and I'm just reading about the iXBRL cover page tagging requirements. We've been filing using iXBRL for a year or so but we are a voluntary iXBRL filer since we are a Non-accelerated filer. If I'm understanding correctly, we DO NOT need to comply with the cover page filing requirements (for 10-Qs/Ks or 8-Ks) until 6/15/21. Am I correct?
Thanks for your help as always!
Ricardo0
Thanks Mike! Very helpful to know.0
Hi Stephanie, et al!
I do have some good news here. The SEC just released version 19.2 of EDGAR today, and in this update included some improvements to the how their system interprets what is entered on the cover page, especially so for registrant names. More info about these changes can be found at the SEC's announcement, here: https://www.sec.gov/oit/announcement/edgar-release-1921-software-upgrade.
If you have any questions, let me know. Happy tagging in the meantime and stay awesome!0
Perfect, thank you for confirming this! 0
For the dei:SecurityExchangeName concept, the XBRL rendering correctly transformed "Nasdaq Global Select Market" to "NASDAQ" on the XBRL viewer rendering, but it is showing up as "ixt:formatError" in the iXBRL tag. Any ideas on how to fix this? Thanks! 0
I have the exact same issue. 0
For the state of incorporation, the tag dei_EntityIncorporationStateCountryCode requires it to be a two-character EDGAR code representing the state or country of incorporation. I see the word "Delaware" typed out in the template for DQ Company, so how do we comply with the two-character requirement? 0
This is one of those 'transformation' facts where the XBRL transforms the EDGAR value into an acceptable format, I think. In my document, the full state name is typed out in EDGAR, but the XBRL fact is abbreviated. 
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Per the help page, we are supposed to "Make sure to add the XBRL Exhibit 101 to the exhibit index in an 8-K, like you do for a 10-Q and 10-K." 
I assume this is just an item that should be tacked on to Item 9.01 of the 8-K (Financial Statements and Exhibits)? I've seen many 8-Ks filed by companies who tagged the cover page with iXBRL but did not list Exhibit 101 in the exhibit index. This should just but an item at the bottom of the list of exhibits, but does not need to by hyperlinked or anything, right?0
Tagging on to this thread... I started looking at recent 8-K filings and I see several companies listing Exhibit 104 instead of 101. I think 101 is the right answer since that's what shows as filed Type on the EDGAR page, but can you explain what Exhibit 104 is for? 0
it's incorrect to list Exhibit 104. See FAQs from XBRL US 
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So - when does exhibit 104 come into play?0
My understanding is that compliance with Exhibit 104 guidance is satisfied by tagging the cover page in iXBRL, so it never 'comes into play' outside of just applying the cover page XBRL tags.
If my understanding in the paragraph above is correct, I would also say the amount of confusion generated by creating a new exhibit number within Reg S-K for this guidance would indicate that SEC rulemakers are just messing with us :) just kidding, but it sure is confusing0
Hi Mike -
Wondering if you, or someone in Community, could shed some light on a couple of issues I'm having. For the EntityFilerCategory, I'm getting this error "ixt.formatError". And for the EntityIncorporationStateCountryCode, we don't disclose a state per se, but what we disclose reads "Federally chartered corporation". So, I'm getting this error "Fact value does not match the data type file category". Should I tag this field in the non-printing section (DEI) with the two letters for the state code" instead?
Thanks!
Ricardo0
Nailed it, David!
I just posted this, but you are right on the money. Exhibit 104 is not really an exhibit at all, at least in the familiar sense of the word. Its there but is not required to be listed in your index or anything. Just wanted to clarify there.
Great convo, though. You guys are awesome!0
Correct - here is an example of one filed a few days ago: https://www.sec.gov/Archives/edgar/data/74303/000007430319000048/0000074303-19-000048-index.htm 0
yeah, there are just lots of examples (such as here, here, and here) of companies that didn't do this, so that part of the instructions must not have been quite as obvious. 0
Per Mike - "When filing with cover page XBRL is required for 8-Ks, you would want to maintain the same date process, using a one-day duration for the date of the report, even for a quarter earnings release type of 8-K."
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This particular issues is clear as mud, it seems.
Based on various legal sources, there has been different guidance on whether to include 104 in the Exhibits and which form types or language should be utilized. These interpretations from different legal parties seem based on verbal conversations with the SEC. As you pointed out, as of Aug. 12, XBRL.US updated their FAQ to note that 104 should be included in form types that include an Exhibit. We are definitely aware of these different messages and continue to seek official guidance from the SEC. In the meantime, we recommend you work with your own legal counsel to determine the best approach for your filings.
I'll certainly keep you updated when I've got something more concrete. Thanks, and have an awesome day!0
XBRL US just issued a new guidance/Q&A on this topic and they are saying that in addition to Exhibit 101, Exhibit 104 SHOULD actually be listed in Item 6. Exhibits on the 10-Q [and Item 15. Exhibits on the 10-K]. https://xbrl.us/qa-sec-fast-act/
However, I noticed in the 8-K Inline XBRL examples provided in the XBRL US Q&A that Exhibits 101 AND 104 are NOT listed under Item 9.01 or in the Exhibit Index.
I am still very confused on why and what is the correct interpretation of the Exhibit Index requirements for 8-K. The guidance for 10-Qs & 10-Ks seem pretty straight forward.0
Hi Trisha!
Yes, there has been some development here and the good news is the SEC has finally cleared it up a bit.
As you might have seen last week, the SEC put out an update to their C&DI's which was essentially some FAQs about the FAST Act stuff. Included in these FAQs were answers to the above debacle.
TL;DR, here's the short of it: Exhibit 104 is required to be listed as an exhibit for filers subject to Inline XBRL requirements with some exceptions for Form 8-Ks. On the above link, see questions 101.01 and 101.04 for guidance.
There's a lot of other great insights found in the above FAQs too, so I'd definitely encourage folks to check it out. As always, give me a holler if you have any questions. Thanks as always and happy Monday!0
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