Guidelines to Tag your SEC Filings in iXBRL – Understanding the function of the Hidden Section

Transitioning from XBRL to iXBRL is definitely not a cakewalk. Whether your organization is new to iXBRL or in the process of transitioning from XBRL to iXBRL, there is a learning curve involved. But you can conquer iXBRL with the right guidance and tag your filings as per the expectations of the SEC. In fact, that’s what we’re here for. In the first part of our guidelines series, we addressed duplicate amounts/facts and how they need to be tagged in the iXBRL format. Now we will explore the role of hidden section and how to use it for your iXBRL filings.

What is the Hidden Section?

The hidden section is an iXBRL feature that contains information that cannot be tagged on the face of the document. The face of the iXBRL report provides the numeric and narrative disclosures in the form of tagged fact values and notes. These fact values and notes may carry additional data/ information that need to be disclosed. Such disclosures are mentioned in the hidden section and linked or referred to the relevant facts in the main document body.

Here’s an example of how it works:

Let’s say a company’s contribution to the “Defined Benefit Plan” for employees is 2/3rd of the whole. This fact is to be tagged on the face of the document. However, as fractions cannot be tagged on the face of the document, it will be represented as a percentile, which is 66.7%. This fact will be tagged in the hidden section and referred to the fact “2/3” on the face of the document. We’ll talk about this in detail a little later in this article.

Hidden Section: Linking Facts

As per iXBRL guidelines, information added to the hidden section needs to meet a particular criterion. The ‘link fact’ feature comes into play when a single fact value is reported for different or multiple time periods, and it’s required to tag the facts from both time periods. In such cases, you cannot tag both time periods to the single fact value reported on the face of the document. So, you will tag the latest time period on the face of the document, tag the remaining reported periods in the hidden section and ‘link fact’ with the one on the face of the document.

Here’s an example:

Information for the value of Common Stock Authorized has been reported as 20,000,000 for two dates, 30 September, 2019 and 31 December, 2018 respectively. As you can only tag one of these periods on the face of the document, let’s say you choose the period – 30 September, 2019 to be tagged there. The period 31 December, 2018 will then be tagged in the hidden section and linked to the value 20,000,000 using the ‘link fact’ feature.

hidden section - Guidelines to Tag your SEC Filings in iXBRL – Understanding the function of the Hidden Section

Hidden Section: Referencing Facts

Certain fact values can only be tagged in a certain way on the face of the document. And certain facts that are required to be tagged cannot be tagged in the face of the document. This is where you will tag those fact values in the hidden section and refer those facts with relevant information on the face of the document. For instance, Entity’s filer category has to be reported on the cover page and you have to check the box that matches your eligibility. In this case, the entity is a Smaller Reporting Company and this information is required to be tagged as True or False. As a checkbox cannot be tagged on the face of the document, this information is tagged in the hidden section and referred to the “Smaller Reporting Company” on the face of the document.

Extract-from-cover-page - hidden section

hidden section

 To elaborate further on the example we shared at the beginning, as a fractional value cannot be tagged on the face of the document, the fact value in percentage form is tagged in the hidden section and referred to the fraction on the face of the document.

Here’s another example, just to make things clearer:

This note contains information about Share-based and other compensations. One specific part of the note says that the stock options awarded to the CEO are scheduled to vest over a period of three years with 1/3 of the options vesting every anniversary. As 1/3 is a reported fact which cannot be tagged on the face of the document, 33.33% is tagged in the hidden section and referred to the 1/3 on the face of the document.

hidden section

hidden section

iXBRL is rich in features that bridge the gap between human and machine readability. The hidden section is one such feature of iXBRL. It enables you to provide information, which cannot be tagged on the face of the document. Use this versatile feature correctly and you will have a smooth filing of your 10Qs & 10Ks. Stay tuned for our next article of our Guidelines series in which we will explore the SEC’s iXBRL previewer and its features.

To know more

Hidden Section