XBRL Filings
What is XBRL?
XBRL (eXtensible Business Reporting Language) is a standard programming language used to exchange and disseminate corporate reporting information. XBRL is XML-based, using XML syntax and other XML technologies to create unique, predefined data tags (like barcodes) identifying the information's content and structure. In the U.S., the SEC requires reporting companies to tag financial statement line items and financial notes and schedules with pre-specified taxonomies (GAAP, Mutual Funds, NRSRO, IFRS).
The SEC mandate is proposed to increase the speed at which investors will be able to manipulate and compare data across companies and industries. XBRL files will be downloadable into spreadsheets, for easy manipulation of data, thereby giving more efficiencies to the financial markets. This will increase the transparency of smaller reporting companies to the financial markets. So what does it mean that all public companies will have to use XBRL? The SEC has a proposed plan, whereby public companies according to size will be mandated to file with XBRL formatting as of certain dates.
Users of XBRL include regulators such as the Federal Deposit Insurance Corporation (FDIC), Securities and Exchange Commission (SEC), Committee of European Banking Supervisors (CEBS), and the HM Revenue & Customs (HMRC). Countries that have been mandated to use XBRL include: China, Japan, Israel, Korea, Netherlands, Singapore, Spain, and the U.S. XBRL is expected to be the global reporting and communication language by 2020.
Mandate Timeline
The SEC XBRL mandate will occur in two stages as follows:
1st Stage: (first year) During the first year of filing XBRL, companies will be required to detail tag financial statements and block tag footnotes.
2nd Stage: (second year) In the second year of filing XBRL, companies will be required to detail tag both financial statements and footnotes.
Click on the picture below to see when your company is required to comply.
Required Forms
Filers are required to file all documents in HTML or ASCII, however not all forms are required to be filed in XBRL. Here are some of the forms that are required to be filed in XBRL:
- Periodic and transition reports on Forms 10-Q, 10-K, 20-F, 40-F
- Forms 8-K or 6-K that contain revised or updated financial statements
- Restatements
- Securities Act registration statements (not IPOs) that contain financial statements
See also: SEC Release 33-9002, The required filings disclosure can be found on pages 65-69 (Section II, B, 3- b, c, and d).
You may need to consult your attorney for specific exemptions.
Filing Overview
XBRL is based on XML code (as seen below) that pulls data from multiple taxonomy subcategories and submission information to comprise instance documents, taxonomy schemas and linkbases, which are all put together to comprise one XBRL filing submission.
Step 1- Taxonomy Creation: To initiate the filing process, our XBRL team extracts your financials and notes to financials from your last HTML filing or latest Excel or Word document. After extraction, each category line item in the financials will then be detail tagged with references to period dates, units, and taxonomy line item categories. After financials have been tagged, the notes to financials will need to be either block tagged (year 1 requirements) or detail tagged (year 2 requirements).
Step 2- Taxonomy Review: Once a taxonomy for a company has been created and mapped, it is submitted to the company for review. The company can then approve or reject each line item that has been tagged. At this time, it is important to ask questions about selections of tags that you are unsure about. Once all of the items have been approved, the filing can then be previewed on the SEC's XBRL viewer website before filing.
Step 3- Taxonomy File Submission: XBRL files are attached as exhibits to the HTML submission and submitted simultaneously with the HTML files to the SEC. Below is a sample of how the documents will appear on the SEC website.
Website Posting
Companies must post the XBRL data files on their public website the same day after filing or by the required filing deadline. This data must be posted on their site for 1 year.
Your Next Step
Don't wait until your required deadline or you may be unprepared.
- We recommend contacting your EDGAR agent six months in advance to begin preparing.
- Try to budget for a voluntary filing to avoid errors before you submit the first real filing.
- Schedule a web conference with Colonial to go over the requirements and filing process.
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