The US SEC iXBRL Reporting Mandate
The SEC’s iXBRL reporting mandate was introduced in 2018 on a phased basis for the financial statement information of operating companies and the risk and return summary information of funds.
For operating companies, the three-year phase-in started with fiscal periods ending on or after June 15, 2019, for large accelerated filers, with accelerated filers joining the fray a year later. All other filers were brought into the ambit of SEC reporting requirements for fiscal periods ending on or after June 15, 2021, using the US GAAP taxonomy. IFRS filers are required to comply beginning with fiscal periods ending on or after 15 June 2021.
For funds, the two-year phase-in began with a registration statement that became effective on or after September 17, 2020, for large fund groups (with net assets > $1B as of the most recent fiscal) and September 17, 2021, for small fund groups (with net assets < $1B as of the most recent fiscal).
The US SEC’s Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) system was modified on March 11, 2019, to accept all forms subject to SEC Reporting requirements.
So, let’s take a quick look at some of the forms mandated to be filed in iXBRL by the US SEC.
The Forms
The US SEC mandates iXBRL tagging for a whole host of EDGAR forms for different classes of companies. We highlight some of the most common ones in use by companies as of today:
Source: US SEC Website
Form S-1 – This is the initial registration form for public companies based in the US. Form S-1 is desired under SEC Reporting requirements for new securities. Securities meeting the criteria must file an S-1 before shares can be listed on a national stock exchange like the NYSE. This form is usually filed by companies in anticipation of their initial public offering (IPO).
Form S-3 – This is a simplified registration form for registering securities with the US SEC for US-based companies only. It is used by businesses that have already met other reporting requirements. It is generally filed concurrently with preferred or common stock offerings but may also be filed when a company wishes to raise more capital as a secondary offering after an IPO.
Form S-4 – A publicly-traded company will file this form with the SEC to register any material information that relates to an acquisition or a merger. Companies seeking a hostile takeover of another company must file this form to meet SEC reporting requirements in the interest of full public disclosure as investors will assume stock prices to trade at a premium. This form contains information regarding risk factors, ratios, terms of the transaction, material contracts with the company being acquired, and pro forma financial information.
Form S-11 – This form is used to register securities for real estate investment trusts (REITs) with the US SEC. REITs own, operate, or finance properties that produce income. They pool the capital of many investors to make investments in real estate available to individual investors and work like mutual funds in that regard.
Form F-1 – This is analogous to the S-1 form with the exception that it is used by foreign issuers to register securities with the SEC and get listed on a US stock exchange.
Form F-3 – Foreign private issuers (FPIs) file this form with the US SEC to register their securities if they meet certain requirements. Depending on the size of the foreign issue, additional forms may need to be filed by companies with, or instead of Form F-3. Typically, FPIs with a global market cap of > $75M reporting under the Securities Exchange Act of 1934 for at least a year, are required to file this form. Eligible FPIs also use this form to register offerings of non-convertible investment-grade securities.
Form F-4 – This form is again used by FPIs to register certain securities with the US SEC. It supports registering of securities involving FPIs in connection with business combinations and exchange offers. This form is also filed when there is a US acquisition or merger involving a foreign issuer. Registered investment companies shouldn’t use this form.
Form F-10 – Used by publicly traded Canadian FPIs, this form is filed with the US SEC to enable them to register and sell securities in the US. Financial statements need to be disclosed using US GAAP by these Canadian companies. To file this form, companies must meet certain requirements that include the type of security being covered under the filing, the market value of the offered securities, and other appropriate disclosures.
Form 20-F – This is an annual report filing that all FPIs with listed equity shares in US stock exchanges are required to file with the US SEC. This typically follows after the foreign issuer files their F-1 and their securities are issued. The 20-F is filed annually by non-US and non-Canadian companies that have securities trading in the US. It standardizes the reporting requirements of foreign-based companies and mandates them to make the report available to shareholders on their website.
Form 40-F – This form is used by companies domiciled in Canada having securities registered in the US. It is an annual filing analogous to the 10-K in content and purpose. The form contains elements like a business overview explanation, strategy explanations, end markets served, competitive advantages, and industry structure.
Form 6-K – This form is a cover page for foreign issuers filing annual financial reports with the US SEC and complying with SEC reporting requirements. It is intended to relieve the burden of dual reporting for certain non-US issuers and acts as a catchall for material information arising between annual and quarterly financial reports. This is the only form apart from annual reports that foreign issuers must submit to the US SEC and take special care of SEC reporting requirements
Form 8-K – The 8-K is used by companies to report corporate changes or unscheduled material events that could be of importance to the US SEC or shareholders. It notifies the public of events that included acquisitions, director resignations, bankruptcies, or changes in the fiscal year. Companies usually have four business days to file an 8-K for specified items which are usually used on a need basis by them. It can prove to be a valuable resource of unfiltered and complete information for analysts and investors alike.
Form 10-Q – This form is a comprehensive quarterly report of financial performance that is submitted by all public companies to the US SEC. It is generally unaudited and firms are required to disclose relevant information regarding their finances as a result of their business operations. It is filed for each of the first 3 quarters of a company’s fiscal year and contains financial statements, disclosures, management discussions, analyses, and internal controls for the previous quarter. Depending on the public float, it is filed between 40 and 45 days after the end of the quarter. It is a snapshot of the company’s current financial position. It provides stakeholders with relevant information that they can compare to previous periods and use to gauge the outlook for the performance of the stock.
Form 10-K – The most popular of all SEC forms, the 10-K is filed annually by all publicly traded companies in the US to report their financial performance to the US SEC. It contains a lot more information than a company’s annual report including elements like company history, organizational structure, earnings per share, executive compensation, subsidiaries, financial statements, and other relevant information. It includes 5 main sections, viz., business, risk factors, selected financial data, management discussion and analysis, and financial statements and supplementary data. It also includes signed letters by the CEO and CFO attesting to the veracity of the information in the report. 10-Ks are useful tools for investors and other stakeholders to make informed decisions about their investments.
Amendments – In addition to these forms, any amendments to these forms are recorded in forms with the suffix “/A”. For example, an amendment to a company’s annual 10-K is recorded using Form 10-K/A, and so on.
Many other EDGAR forms require iXBRL tagging like the recently introduced Form 11-K which is used to register the audited financial statements (including audited financial statements of two years prior and audited statements of income), their business models, stock purchases by an employee, and more.
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