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Both SRC and Accelerated Filer

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After the amendments to the smaller reporting company definition, we are now both an accelerated filer and can follow SRC rules for scaled disclosures.  We have checked both boxes on the  cover page of our 10Q/K .  In the DEI we have an Entity Filer Category of Accelerated Filer.  Should the Entity Small Business flag in the DEI be "true" even though the only tag I can see in the 2018 taxonomy refers to float less than $75 million per the old SRC definition? (our float is about $190M).   Also, when I prepare the filing submission in Workiva I checked the SRC box and I am getting an error unless the SRC flag in the DEI is set to "true".
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  • Mike
    Hi Paula,

    I'm happy to help answer as best I can.

    The DEI acts as a cover page for XBRL and therefore should match your document’s cover page. If you are currently checking off “Small Reporting Company” on the cover then it is expected that your DEI will contain the value “true” for “Entity Small Business.”  This in part because beginning in October 2018, the SEC included validation checks to compare information provided during the submission process (information you’re including in the filing wizard steps) to XBRL data on your DEI. It checks for inconsistencies between the two, which is the validation message you are seeing in your filing submission process. The expectation is that information included in the submission process will match the equivalent data submitted via XBRL DEI disclosures.

    Note that these taxonomies are updated on an annual basis and changes in the Smaller Reporting Company were made after the 2018 DEI Taxonomy was released, which is why the definition has remained unchanged. We recommend reviewing the reference on the element (found on the “reference” tab in the taxonomy analyzer) as well as the guidance the SEC has released around smaller reporting companies, found here: https://www.sec.gov/smallbusiness/goingpublic/SRC.

    I can't speak to the specifics about your own filing requirements, but your legal counsel should be able to provide info there.

    Hope this helps! Give me a holler if you have any questions, or need anything else. Thanks, and happy filing!

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