XBRL Error for Form 8-K Future Dates and Combined Filings
For those of you preparing and filing your 8-Ks lately, you might have seen an increase in some errors for both EDGAR and XBRL regarding the use of a future date and/or issues with combined 8-K filings. I wanted to take a moment to shed a little light on the issue, and provide some steps on how to address. Here goes.
What’s the deal?
Filing with a future date is allowable under certain circumstances and only for certain form types, one of which is Form 8-K. However, it seems after the SEC’s recent EDGAR release 8-K filings that contain XBRL and are utilizing a future date will result in an XBRL error and a suspended filing, even if the future date is within allowable standards (see EFM Vol. II, Sec. E.6). For reference, the XBRL validation error shows up as follows: [EFM.6.05.20.documentPeriodEndDateValue]
Combined filings are also causing an issue when XBRL is included. This is because none of the 8-K combined filings allows any XBRL and submitting a combined filing of this type will cause errors, such as INVALID_HTML_TAG, and suspend the filing. More info on combined forms can be found in EFM, Vol. II, Sec. 7.3.10.3.
How can you address the errors?
There is both good news and bad news here.The bad news is that there might be some changes to how you submit your 8-Ks currently. The good news is you can certainly address both issues.
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Future Dates with iXBRL
We know that many of you are used to test or live filing 8-Ks with a Period of Report of the next business day, but due to the XBRL validation issue, this is not currently possible. For the time being, you will need to submit your 8-K containing iXBRL on or after the same date as the Period of Report.
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Combined Filings
For combined filings, if your 8-K contains XBRL, then the option to combine wouldn’t be viable to use at this time. To address this issue in Wdesk, you’d need to create a second filing project and file it as its own filing, this one without XBRL.
Contact the SEC
While we anticipate that the SEC will address these issues at some point, you are also encouraged to contact the SEC directly, specifically the Office of Structured Data. They can be reached at StructuredData@sec.gov.
In the meantime, let us know what questions you have and give us a holler if you need anything else. Thanks, and have a great filing season!
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I reached out to Structured Data as suggested and got the following response:
Thank you for contacting the Office of Structured Disclosure. As these are requests concerning the filing functionalities of the EDGAR system, we would suggest that you please redirect this request to EDGAR Filer Support (https://www.sec.gov/info/edgar/filer-support-contact-info) or call (202) 551-8900 (option 3 for Filer Technical Support).
Since I don't see an email address for EDGAR Filer Support, I hope SEC will address this sooner rather than later. I will give them a call if I don't see a change in the new year to hopefully let them know this isn't working too well for those before market 8-Ks we'd like to test file the night before!
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Is there any update on this?
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Hi Josh,
Great question! With the EDGAR v20.1 update on January 27th, the SEC has resolved the issue around future dates in the 8-K filings with XBRL. At this time the Combined Filings issue still remains.
Thanks for reaching out!
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