Recent Publications
April 30, 2009
SEC Amends Cover Page to Forms 10-Q and 10-K; Sets Phase-in Schedule for Interactive Data Financial Reporting
Luke
J.
Frutkin
Effective April 13, 2009, the SEC amended the cover page of Forms 10-Q and 10-K to add the following statement regarding compliance with the SEC’s new interactive data (or XBRL) rules for reporting financial information:
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [] Yes [] No[1]
This statement must be included on all 10-Qs and 10-Ks filed after April 13, 2009. If your company is not yet subject to the new interactive data reporting rules (see below for phase-in schedule), include the statement and leave both boxes unchecked. Once your company is subject to the requirement to submit interactive data, it will then check the responsive box in subsequent filings.[2]
XBRL Phase-in Schedule[3]
The new XBRL rules will cover all companies that report either in U.S. GAAP, including smaller reporting companies and foreign private issuers that report in U.S. GAAP or, in the case of foreign private issuers, in accordance with IFRS as issued by the IASB. The new rules will be phased-in over a three year period based on filer status as follows:
Domestic and Foreign Large
Accelerated Filers Using U.S.
GAAP with Worldwide Public
Common Equity Float above
$5 Billion as of the End of the
Second Fiscal Quarter of Their
Most Recently Completed
Fiscal Year.
|
Quarterly report on Form 10-Q
or annual report on Form 20-F
or Form 40-F containing financial
statements for a fiscal period
ending on or after June 15, 2009.
|
All Other Large Accelerated
Filers Using U.S. GAAP.
|
Quarterly report on Form 10-Q
or annual report on Form 20-F
or Form 40-F containing financial
statements for a fiscal period
ending on or after June 15, 2010.
|
All Remaining Filers Using
U.S. GAAP.
|
Quarterly report on Form 10-Q
or annual report on Form 20-F
or Form 40-F containing financial
statements for a fiscal period
ending on or after June 15, 2011.
|
Foreign Private Issuers with
Financial Statements Prepared
in Accordance with IFRS as
Issued By the IASB.
|
Annual reports on Form 20-F or
Form 40-F for fiscal periods ending
on or after June 15, 2011.
|
Once a company is required to file financial statements in interactive data format, it also will be required to post those financial statements in interactive data format on its website. Interactive data files generally will be subject to the federal securities laws. In addition, companies that do not provide or post required interactive data on the date required will be deemed not current with their Exchange Act reports and, as a result, will not be considered current for purposes of short form registration statement eligibility on Forms S-3, F-3, or S-8. Similarly, such companies will not be deemed to have available adequate current public information for purposes of the resale exemption safe harbor provided by Securities Act Rule 144. The new XBRL rules do not alter the requirements to provide financial statements and any required financial statement schedules in the traditional EDGAR format filings (e.g., HTML and/or ASCII).
Please
click here to view a list of companies participating in the SEC’s XBRL voluntary filing program. If you would like to view a list of the latest filings containing interactive data, please
click here.