SEC Test Filing Warnings Q&A

This Q&A is intended as general guidance prepared by the XBRL US DQC (Data Quality Committee), and should not be relied upon as authoritative. Filers are encouraged to consult with their own legal and/or with the SEC directly.

The SEC test filing system currently returns warnings for several conditions which should be evaluated to ensure that there are no false positives. The following Q&As should help registrants evaluate these warnings.

1. How do I comply with the requirements for disclosing and tagging the DEI elements for auditor name, the audit firm ID and the auditor location in my XBRL filing?
   These values must be visible in the inline XBRL document. The placement of the required tags within the annual report is up to the registrant. We expect that the AuditorName and AuditorLocation tags will be applied to the information in the Report of Independent Registered Public Accounting Firm (audit report). The audit report likely does not disclose the Firm ID. We recommend that the Auditor Firm ID be disclosed and tagged on a page immediately preceding the audit report (e.g., in the Index included in Item 8 or Item 15 of Form 10-K) in a manner similar to the following:ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO FINANCIAL STATEMENTS
   1. Report of Independent Registered Public Accounting Firm (PCAOB ID 3456)
   2. Consolidated Balance Sheets
   3. Consolidated Statements of Operations
   4. Consolidated Statements of Comprehensive Income
   5. Consolidated Statements of Stockholders’ Equity
   6. Consolidated Statements of Cash Flows
   7. Notes to Consolidated Financial Statements
2. What if there are two audit reports from different auditors covering different periods disclosed in the financial statements?
   The auditor details are only required to be reported for the current context. If the filer chooses to report the details for both auditors, the AuditorName, AuditorLocation and AuditorFirmId should be reported for each auditor using separate period contexts that align with the fiscal year end of the financial statements covered by the audit report. (See rule 6.5.54 of the Edgar Filing Manual)
3. What if there is a single audit report signed by two different auditors (joint auditors) covering the same period disclosed in the financial statements?
   [DRAFT] In these cases, the AuditorName, AuditorLocation and AuditorFirmId should be reported for one auditor using the CounterpartyNameAxis and the second auditor using the default dimension. The Firm ID should be tagged as follows:ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO FINANCIAL STATEMENTS
   1. Report of Independent Registered Public Accounting Firm JB Partners (PCAOB ID 3456), Big Bobs Audits (PCAOB ID 3457)
   2. Consolidated Balance Sheets
   3. Consolidated Statements of Operations
   4. Consolidated Statements of Comprehensive Income
   5. Consolidated Statements of Stockholders’ Equity
   6. Consolidated Statements of Cash Flows
   7. Notes to Consolidated Financial Statements

   The filing will be suspended if no default value is reported in the domain. The auditor details provided in either the default context or using the CounterpartyNameAxis is not intended to indicate the primary auditor for the report.

4. What if there are two audit reports from different auditors covering different periods disclosed in the financial statements but only the current year auditor has a PCAOB ID?
   In these cases, the AuditorName, AuditorLocation and AuditorFirmId should be reported for the current year auditor and the AuditorName, AuditorLocation should be tagged for the prior year auditor. This does not generate a test filing warning.
5. What if an audit report is not included in a 10-K/A but the 10-K was filed with an auditor report?
   The auditor details still need to be provided. These could be added to the cover page or anywhere else in the amended filing.
6. What if an audit report is not included in the 10-K report because the financial statements are not audited?
   Because the 10-K cannot be filed without auditor details, the filer should indicate a value of N/A for the AuditorName and AuditorLocation. The AuditorFirmId should be reported as 9999.
7. What should we do if we receive a warning that elements used in the filing are deprecated in a future taxonomy? The FASB has deprecated elements in the 2019 taxonomy which are still valid modeling selections for filers who are still reporting using the 2018 taxonomy. The system will generate a warning when a deprecated element is used regardless of which taxonomy is used. While filers are encouraged to convert to the most recent taxonomy, there is no requirement to convert until the SEC removes the 2018 taxonomy; therefore, filers should not create extension elements to replace future deprecated elements. They may proceed filing with this element until they convert to the newest taxonomy.
8. What should we do if we get warnings on “negative values” that pass the DQC rules (DQC_0015 and DQC_0080)?
   The SEC “Negative Values” validation contained in the test filing system does not consider all the exclusions that should be allowed. Values tagged to certain axis/member combinations may allow the tagged value to be negative. Therefore, it is possible that the occurrence of this warning in the test filing result may be a false-positive.Two DQC Validation Rules check numeric reporting items that are tagged incorrectly as negative. DQC_0015 checks the US GAAP filings; and DQC_0080 checks the IFRS filings. These rules incorporate a comprehensive listing of exclusions.Filers are encouraged to run the DQC rule validation. If the DQC validation shows no error on “negative values”, you should proceed with filing and not make any changes to avoid the SEC warning message.
9. How should we tag the element securityExchangeNameTradingSymbolDependency if we file on a foreign exchange?
   The element dei_SecurityExchangeName has a data type edgarExchangeCodeItemType. It currently only allows the following enumerated values: ‘GEMX’, ‘CboeBYX’, ‘CHX’, ‘NYSEAMER’, ‘NASDAQ’, ‘ISE’, ‘MRX’, ‘MIAX’, ‘NYSEArca’, ‘BOX’, ‘NYSE’, ‘CboeBZX’, ‘PEARL’, ‘NYSENAT’, ‘IEX’, ‘CboeEDGX’, ‘CBOE’, ‘C2’, ‘CboeEDGA’, ‘Phlx’, ‘BX’, ‘NONE’.When a filer has securities trading on an exchange other than those that are listed (for example, Toronto Stock Exchange), it will not be able to use the element dei_SecurityExchangeName. Using this element with a value entered that is different from the enumerated values (above) will cause the filing to be suspended. We have received guidance from the Structured Data group at the SEC that these values should not be tagged. If the filing is on a foreign exchange, the field should be left blank.
10. What should we do if we receive warnings related to hidden facts?
    The SEC test system generates a warning for hidden facts. Hidden facts should be referenced by the sec-ix-hidden style property. However, extensible list elements are always hidden without a reference. Registrants should not adjust the modeling to avoid warnings for hidden extensible list elements.
11. What should a foreign filer do if it has no tax identifier?
    The SEC test system does generate a warning when the filer does not tag a value for tax identifier. Therefore, if a company has no Tax identifier, tag a value of “00-0000000”. This option will not generate an SEC warning (revised January, 2020).
12. In filings that contain linkroles tagged using other SEC taxonomies (such as ECD taxonomy or SHR taxonomy), in addition to the financial statement information linkroles (level 1 – 4) tagged using the US GAAP or IFRS taxonomies, the following test filing warning is generated. Is this warning valid in these cases?
    

    “[dq-0712-Presentation-Base-Set-Order] Role ‘41501 – Disclosure – Subsequent Events (Details)’, a level 4, Detail role, appears before ‘995410 – Disclosure – Pay vs Performance Disclosure’, a level 1, Note role.”

    Filers can disregard this validation warning if the filing contains linkroles tagged using other SEC taxonomies. Alternatively, filers can renumber their linkroles.