Monthly Archives: June 2010

Next Phase of XBRL Reporting Due for June 30, 2010 Form 10-Qs

The next phase-in date is June 30, 2010 for large accelerated filers to file XBRL Data in their SEC filings

The following are excerpts from the SEC final rule released last year in April 2009:

Companies Covered by New Rules and Phase-in

The new 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. 129

When companies must begin including XBRL data in their filed reports

For public companies, the requirement to provide interactive XBRL data with their filings is phased in as follows:

U.S. domestic and foreign large accelerated filers with a world-wide public equity float above $5 billion as of the end of the second fiscal quarter of their most recently completed fiscal year and that file using U.S. GAAP (approximately 500 companies) must provide interactive data in their reports beginning with their first report on Form 10-Q , or first annual report on Form 20-F or Form 40-F , that contains financial statements for a fiscal period that ends after June 14, 2009.

All other domestic and foreign large accelerated filers that file using U.S. GAAP must provide interactive data reports beginning with their first report on Form 10-Q , or first annual report on Form 20-F or Form 40-F , that contains financial statements for a fiscal period that ends after June 14, 2010.

Other companies, including smaller reporting companies, that file using U.S. GAAP must provide interactive data in their reports beginning with their first report on Form 10-Q , or first annual report on Form 20-F or Form 40-F , that contains financial statements for a fiscal period that ends after June 14, 2011.

Foreign private issuers that file using International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) must provide interactive data in their reports beginning with their first annual report on Form 20-F or Form 40-F that contains financial statements for a fiscal period that ends after June 14, 2011.

Under this phase-in system, an issuer’s first filing with required interactive XBRL data is a quarterly report on Form 10-Q or, in the case of a foreign private issuer that does not file U.S. domestic forms, an annual report on Form 20-F or Form 40-F .

Release 33-9002 says the SEC staff will consider requests to defer the phase-in on a case-by-case basis for issuers with special circumstances, particularly where the filer is committed to switching its basis of reporting to IFRS as issued by the IASB. Issuers can make such requests by applying for a continuing hardship exemption under amended Rule 202 of Regulation S-T .

After the phase-in is completed, new filers will be required to submit XBRL data beginning with their first periodic report on Form 10-Q or, for foreign private issuers, the first annual report on Form 20-F or Form 40-F

Consequences of Non-Compliance and Hardship Exemption

The new rules provide, as proposed, that if a filer does not make the required interactive data submission, or post the interactive data on the company Web site, by the required due date, the filer will be unable to use short form registration statements on Forms S-3, F-3, or S-8. 294 This disqualification will last until the interactive data are provided. During the period of disqualification, the filer also will be deemed not to have available adequate current public information for purposes of the resale exemption safe harbor provided by Rule 144. 295 Once a filer complies with the interactive data submission and posting requirements—provided it previously filed its financial statement information in traditional format on a timely basis—it will be deemed to be timely and current in its periodic reports.