Don’t forget that Inline XBRL (known as “iXBRL”) tagging will be required for Form 10-Q filings by large accelerated filers this quarter, following the June 15th phase-in period set by the SEC. This means that for many large calendar year-end companies, second quarter 10-Qs should be tagged with iXBRL, as well as the cover page of any “subsequently filed” Form 8-K. Skadden’s Ryan Adams reminds us of a few items that may have gone under the radar as companies begin to implement these changes, including a few potentially surprising new requirements in the exhibit index:
The Instructions to 601(b)(101) of Regulation S-K were recently amended to require that for Interactive Data Files, the exhibit index must include the word “Inline” within the title description for any XBRL-related exhibits. This comes along with an amendment to require a new Exhibit 104 containing cover page iXBRL data. As a result, all 10-Qs filed by companies that are required to comply with iXBRL should include both an Exhibit 101 and an Exhibit 104 – although the EDGAR Filer Manual provides that Exhibit 104 can be included in the Interactive Data File covered by Exhibit 101.
In addition, all 8-Ks that are required to comply with iXBRL should include an Exhibit 104. Not only are these changes somewhat unheralded, but eCFR currently has an incorrect version of the Item 601(a) table – showing that Exhibit 104 isn’t required for 10-Qs or 10-Ks. This is causing a lot of confusion as second quarter 10-Qs get filed.
-Broc Romanek, TheCorporateCounsel.net July 29, 2019
