In March 2019, the SEC adopted final amendments to its rules which expand the XBRL tagging requirement to Form 8-K filings. And it’s not just for selected Form 8-K filings; it’s for all of them.
Form 8-K is the interim report that companies must file with the SEC to announce major events that shareholders should know about. Previously the Form 8-K did not have any XBRL structured data tagging required (with the exception of when a Form 8-K included restated financials that were originally filed with XBRL), but it will soon require the inclusion of computer-searchable XBRL tags. Regulators, registrants and investors will need to be aware of the changes to take advantage of, and comply with, the new requirement.
Tag the cover page
The scope of the new tagging requirement pertains only to the cover page of the Form 8-K. All information on the cover page is required to be tagged, according to the rule. The current cover page includes several items such as the form type, date of report, company name and company address. In addition, the rule specifically requires that certain items be tagged for each class of securities registered, such as the trading symbol, the title of the securities and each exchange on which they are registered.
I expect the SEC will make revisions to the current cover page to ensure that all information required to be tagged is included on the revised Form 8-K cover page and other required form types.
Inline XBRL required
The SEC rule requires that the cover page tagging must use the Inline XBRL format. Inline XBRL combines the traditional human-readable HTML information with the computer-readable XBRL tagged data. With Inline XBRL, the XBRL tags will be embedded directly into the cover page document. The result is when reading the traditional cover page, a reader can click on a tagged item to see the XBRL information, and likewise, a consumer of the XBRL data can easily locate the source of the information in the traditional cover page. The result is a single document that combines the benefits of both HTML and XBRL, and can be consumed by either a human or a machine.
When does the requirement start?
The SEC has adopted a phased-in approach for the timing of the Form 8-K XBRL requirement. The Form 8-K timing will match the phased-in timing of the requirement to tag periodic financial statements using Inline XBRL. Consequently, the Form 8-K tagging requirement will begin with the first Form 8-K filed after the first filing of a Form 10-Q (or 20-F or 40-F) that requires Inline XBRL. The Inline XBRL requirements are such that filers must comply beginning with their first Form 10-Q filed for a fiscal period ending on or after the following dates:
- Group 1: Large accelerated filers that use US GAAP (starting with fiscal periods ending on or after June 15, 2019)
- Group 2: Accelerated filers that use US GAAP (starting with fiscal periods ending on or after June 15, 2020)
- Group 3: All others - which includes all IFRS filers (starting with fiscal periods ending on or after June 15, 2021)
So, I expect to see the first Form 8-K filings with mandated XBRL tagging in July/August 2019. Those Form 8-K filings will be from large accelerated filers using US GAAP, after they have filed their Form 10-Q for the quarter ended June 30, 2019.
Should Form 8-K earnings releases be tagged?
Although the new XBRL requirement for Form 8-K is only for the cover page information, tagging additional information filed on a Form 8-K is being considered. The SEC’s Request for Comment on Earnings Releases and Quarterly Reports inquired whether it would be valuable to tag certain information from earnings releases filed on Form 8-K. A specific question asked by the SEC was, “Would similar benefits be achieved if companies structured earnings releases using XBRL?” There is a possibility that tagging a Form 8-K may someday include information beyond the cover page. The public comments from the SEC’s request are posted on the SEC website.
SEC expands structured data
The Form 8-K tagging requirement provides insight that the SEC is finding value in certain aspects of XBRL tagging. The rule amendment expands the SEC’s coverage of structured data in SEC filings. The Form 8-K cover page requirement is the most recent addition to what may constitute a growing amount of SEC computer-readable tagged data.
