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iXBRL cover page tagging requirements

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  • John Cardoza
    I would like to second the question and add a question. My interpretation of the rule is that it's only required to tag the additional data points on the Cover Page upon adoption of IXBRL (We will be adopting next quarter when required). If we do not adopt IXBRL early, do we still need to tag the additional data points? 
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  • Mike
    Hi Michelle and John,

    Great questions! I can provide a little bit of an update for you.

    These cover page requirements found both in the final ruling the SEC adopted on March 20th and in the the Federal Register on April 2nd have the same phase-in timing as iXBRL adoption. Therefore, these cover page tagging requirements will go into effect as early as June 15, 2019 for large accelerated filers (June 15, 2020 for accelerated filers and June 15, 2021 for all other filers). Once additional details in the form of EFM updates, FAQ additions, or new validation rules are available from the SEC, we will provide more information there as well.

    Hope that helps answer some of your questions. Do let me know what other questions you have and if you need anything else. Thanks, and happy tagging in the meantime. Cheers!
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  • Mike
    Hi all!

    As promised, I wanted to provide you with a quick update on the low down of this new requirement. The 30-day period has now passed for the FAST Act Mandate to Modernize and Simplify Disclosure. Here are some key changes related to the cover page updates:

    Cover page changes
    Filers are required beginning May 2, 2019 to disclose national exchange or principal U.S. market for their securities, the trading symbol, and title of each class of securities on the cover page. This applicable to Forms 8-K, 10-Q, 10-K, 20-F and 40-F.

    Additional information on the updated Cover Page can be found below:

    https://www.sec.gov/files/form8-k.pdf
    https://www.sec.gov/files/form10-q.pdf
    https://www.sec.gov/files/form10-k.pdf
    https://www.sec.gov/files/form20-f.pdf
    https://www.sec.gov/files/form40-f.pdf

    iXBRL cover page tagging
    Registrants will be required to tag all cover page data in Inline XBRL. While the effective date of the FAST Act was May 2, 2019, the new tagging requirements follow the same timeline as the Inline XBRL (iXBRL) requirement. Here is a quick reminder of the timelines:



    Keep in mind that no change to iXBRL tagging on the cover page is needed until the EDGAR system is updated to support this change, which is expected mid-June. In addition, implementation details are expected to be provided in mid-May when a new draft of the EDGAR Filer Manual (EFM) is available. As soon as we know it is available, we'll be sure to let you know.

    Need help?
    Should you have any additional questions and/or need assistance in moving to iXBRL, let us know and we'll be happy to help. You can also visit this site on the SEC for more information on the ruling and contact details for questions.

    https://www.sec.gov/structureddata/osd-inline-xbrl.html

    Thanks all, and happy tagging!
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  • Lily Keasler
    HI Mike, 

    Not necessarily related to iXBRL (so may belong somewhere else) but its interesting that the 10-K SEC cover page still has the checkbox for delinquent filers: "Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K."

    The FAST Act clearly says that the SEC will "eliminate the checkbox on the cover page whereby the registrant indicates that there is no disclosure of delinquent filers in the Form 10-K and, to the best of the registrant’s knowledge, will not be included in a definitive proxy or information statement incorporated by reference." (page 42 of the act).

    I don't know if this was an oversight by the SEC or if I am missing what the FAST Act was meaning to change, but looking across the internet, I know that some legal firms also believed the checkbox requirement would be removed.

    I wanted to point this out to the community in case others were also confused. For us we have some time for this to get figured out (we are a 12/31 filer), but I recognize not everyone is in the same boat. 
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  • Ricardo Solano

    Hi Mike,


    Just to make sure I'm clear on this. We are already using iXBRL. In our 10-Q Q1,2019 document we are including in the cover page the new requirement, i.e. "Title of each class", "Trading Symbol(s)" an "Name of each exchange on which registered". If I understand correctly, we are not required to tag these fields for this Q1, but need to wait until this change is supported, right?
    Thanks!
    Ricardo
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  • Kenneth Ho
    Hi Mike, 

    I also have a follow up question on the cover page.  Once we move to iXBRL in Q2 2019, do we still need to keep the old XBRL files on our corporate website.  I know for Q2 files we no longer have to post but unsure about the old ones.  The reason I am asking is the check the box requirement is still on the new 10Q cover page for posting.  Not sure if this is an oversight by the SEC.  Thanks.
    Ken
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  • Mike
    Hi Ricardo,

    Yep, you are correct. Even if you are filing using iXBRL in your Q1 2019 filing, you should not tag those new items on your cover page as of yet. On or after the June 15, 2019 phase in date, assuming you were a large accelerated filer, you would begin applying those tags in the specific forms mentioned above. And prior to this date, the EFM and EDGAR system will be updated accordingly.

    Hope that helps answer your question. Do let me know if you need any further clarification or have other questions. Thanks!
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  • Ricardo Solano

    Thanks Mike for your prompt response, very helpful!
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  • Kenneth Ho
    Hi Mike, sorry but I have another follow up on the posting requirement.  Are public companies under any obligation to post the HTML EDGAR 10Q-10K on their corporate website?  I don't believe so but want to confirm this with you and the community.  For the exhibit listing within the 10Q/K document, although the instance is not part of the exhibit filed with the SEC, we need to make a statement that XBRL tags embedded in the filing.  Should this statement be included in the exhibit listing within the body of the 10Q/K?  Thanks. 

    Ken
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  • Mike

    Hi Kenny,

    Sorry for the delay in getting back to you, but this ties in a bit to my response on this post.

    While I can't definitively say yes you should keep the old XBRL files or not, it it still a requirement to post the HTML EDGAR files for certain form types on your company website. However, the requirement to post interactive data is no longer required, so that's sort of a gray area there.

    Hope that helps. Thanks as always for the question, and happy filings!

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  • Kenneth Ho

    Hi Guys, I am reading the FAST Act Modernization and Simplification of Regulation S-K.  On Page 10, there is a summary table indicating that "Registrants will be required to tag all cover page data in Inline XBRL" for Forms 10-K, 10-Q, 8-K, 20-F and 40-F.  If I am reading the rule correctly, we will need to tag the cover page of Form 8-K from now on but unsure about the timing.  We are a calendar year filer.  We will submit iXBRL to the SEC starting with our Q2 10Q.  Does the requirement to tag 8K cover page begin after we file the first iXBRL 10Q with the SEC?  In general, what are the items that need to be tagged for the 8K cover page, usual DEI stuff?  Thank you in advance for sharing your thoughts. 
    Ken
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  • Lily Keasler
    Hi Kenny,

    As for when:

    On page 93 of the FAST ACT it notes: "Form 10-Q filers will not become subject to the Inline XBRL requirements with respect to Form 10-K or any other form until after they have been required to comply with the Inline XBRL requirements for their first Form 10-Q for a fiscal period ending on or after the applicable compliance date for the respective category of filers." Therefore assuming you file your Q2 8-K press release before your 10-Q, you won't need to tag the 8-K for iXBRL until AFTER your Q2 10-Q filing.

    As for what:

    The FAST ACT says to tag "all of the information on the cover pages". Most of the information is currently available in the taxonomy (like telephone number, address, etc) but there are a few that aren't there yet, or that we couldn't find, (like stock exchange). My understanding is that all information means basically anything that is not in the cover page template on the SEC website needs to be tagged for both the 10-Q/K and the 8-K - so this would be the usual DEI stuff, but then also new stuff like your address, phone number, all of the check boxes, etc.

    According to the XBRL US FAQ https://xbrl.us/qa-sec-fast-act/ there will be an "updated taxonomy" to provide for additional tags. I don't know if Workiva has any additional information on this part... 

    One thing to note on this FAQ that i don't agree with is that it says that you need an exhibit 104 on 10-K and 10-Q, but the guidance in reg S-K is pretty clear that you don't and that you only need it for 8-Ks (and a few other documents) (go to https://www.ecfr.gov/cgi-bin/text-idx?amp;node=17:3.0.1.1.11&rgn=div5 and search for "Exhibit Table")

    Hope this helps,

    Lily
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  • Jenna Henry
    For the 8-K's, are we required to tag the cover page of the 8-K's even if there is nothing in the actual 8-K that is required to be tagged? I think it would seem odd to tag just the cover page of the 8-K if there is nothing else in it that is tagged. Everything I've read I see "all". Thanks!
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  • Barbara Temmo
    Hi Jenna. I think with iXBRL and the new requirements of fast act, we will always have to tag the Entity Registrant Name, Document Type (8-K), title of each class of securities registered and the trading symbols. I think those items will always be included in the 8-K cover page regardless of the content of the 8-K filing.
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  • Kenneth Ho

    Many thanks Lily.  If I am reading the table correctly, I think exhibit 104 only applies  to the 8-K, where as exhibit 101 still applies to both the Q and K. 
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  • Lily Keasler
    That's how I read it too, basically 101 is for XBRL data for 10-Q/K (documents that have financial data tagged) and 104 is XBRL data for 8-K (document where only cover page is tagged).
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  • Jess Scalzo
    Knowing we don't have to do for 8-K's until after we file out Q2 10Q from the trail above, could we update them before (or is that a big no-no)?

    We issue earnings the week before we file our 10Q and I'm set to go out on Maternity leave the week before that. Wondering if I could set up our Earnings 8-k to be all ready XBRL-wise for easy roll fowards for my team while I am out.
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  • Kenneth Ho

    Hi Jess, talking to my PSM with Workiva, I believe there will be a template down the roll for 8-K that filers can use for each 8-K filing in the future. 
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  • Mitzie Gates
    Just checking that I didn't miss this, but SEC has not released the new tags to be utilized for the tagging of the cover yet, right?  I wasn't able to find the tags for:
    1.       Name of exchange on which the security is registered (i.e. NYSE American)

    2.       Indication that we have submitted interactive data file required in the last 12 months (Yes)
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  • Mike
    Hi Mitzie!

    You are correct, there are some tags that are not yet available in the existing 2019 taxonomy, so you didn't miss anything, though I'm not sure anyone "misses" tagging their document ;)

    All kidding aside, we anticipate that the SEC will have a new draft 2019 taxonomy in early to mid June that will add the cover page items, after which Wdesk will be updated accordingly to match.

    Hope that helps. Holler if you have any additional questions for me, or if you need anything else. Thanks as always and happy Friday!
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  • Mitzie Gates
    Hi Mario, we had a similar situation where we didn't have ", Inc." but rather just "INC" and so the comma and period missing posed a problem.  What I did was go to the EDGAR filer management website (https://www.onlineforms.edgarfiling.sec.gov/Welcome/EDGAROnlineFormsLogin.htm) and requested to change the name in the EDGAR system.  You'll need your CIK, CCC and Password.

    You do this by logging in and going to "Retrieve/Edit Data", then "Retrieve Company Information", and at the bottom there is a button for "Edit Company Information".  You can correct the Company Name here.

    EDGAR will review the submission, then will deliver a notification of the change to email on file (whoever you have the contact set up as) once the change is accepted.  I submitted this change at 8pm the night before we filed and at 8:20am the next day, we got an email that the change was accepted.

    Hope that helps!
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  • Mario DiMaria
    Thank you for your reply Mitzie! We tried that and unfortunately the SEC system automatically changes the fully spelled out name "Limited" which is what we want to "Ltd"...It does not accept the full name. As I mentioned, it does the same for "Company", it changes it to "Co"
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  • Barbara Temmo
    We have also run into this issue with 8 out of the 9 registrants on our cover page. Because we have multiple registrants, we list them out in a tabular format. Our PSM suggested partially tagging the name of the companies up to "Co" and leaving the remainder "mpany" off. Unfortunately, we can't do that in tables. We are still waiting on next steps from Workiva. Our legal team has attempted to change the names on SEC system, but they do automatically change from the fully spelled out names back to the abbreviations per SEC preference. https://www.filermanagement.edgarfiling.sec.gov/filermgmtfmhelp/htm/WordDocuments/appendixcautomatednameconformancerules.htm

    the cover page still says “Exact name of registrant as specified in its charter”, so, it doesn't seem accurate to change the cover page to match the abbreviations. 
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  • Mario DiMaria
    Thank you Barbara, this was helpful. I also reached out to our SEC lawyers to get a response. I will update you if I here anything!
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  • Katie Finn
    We are having this exact issue as well. We have talked to the SEC and Workiva and are still trying to find a solution. Interested to see what they tell you!
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  • Mario DiMaria
    Hear :)
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  • Mike
    Hi Jennifer,

    Excellent suggestion! At the very least, for sure we'll provide some tagging guidance for the new items on the cover page. Currently we are waiting for the SEC to update their taxonomy to support the new requirements, after which we'll provide an update on how to proceed going forward. So certainly stay tuned here!

    Holler if you have any additional questions, or need anything else. Cheers and chat soon!
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  • Lily Keasler
    Wanted to clear up related to my earlier comment above that the SEC has fixed / updated the cover pages to remove the delinquent box.
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  • CricketG
    Mike, you mention that the tagging goes into effect as early as June 15 for LAF.  Is it correct, that it would be only effective for the 10Q filed after that date then any 8-Ks filed after.  Or, would any 8-Ks were filed between June 15 and the filing date of the 10Q would also need to be tagged?
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  • Mike
    Hi Chris!

    You are correct on your first statement, that the iXBRL requirement (and therefore the cover page tagging requirement) is effective with the first 10-Q filed with a period of report of June 15th or later. So until your first 10-Q is filed, you aren’t required to use iXBRL or tag the cover page on your 8-K filings.

    Hope that helps. Let me know if you have any additional questions or need anything else. Have a super day in the meantime. Cheers!
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