Monthly Archives: September 2012

Shhhh. Don’t tell anyone that we’re busy filing confidential draft registration statements for Emerging Growth Companies

The JOBS (Jumpstart Our Business Strength) Act allows Emerging Growth Companies to submit draft registration statements to the SEC for confidential, non-public review. Emerging Growth Companies are defined as organizations that have less than $1 billion gross revenues and haven’t registered an IPO before December 8, 2011.

We’re working with companies to guide them through this confidential process. When first announced this year, hardcopy snailmail was the only filing media (sure glad we still had some stamps!) but by late spring, a secure email system was put in place. A true, EDGAR online process goes into effect next week.

One point: it’s “economically reassuring” helping these companies – as repeatedly noted in the news, the confidential filing process does make it harder for analysts and pundits to track the IPO pipeline.

Have a great day.

Last week’s IPOs and Transactions

There were 49 transactions filed with the SEC last week.

Congratulations to all of our clients and law firms that used our transactions services last week including Bluerock Enhanced Multifamily Trust, Inc. and USell.com, Inc. We appreciate that they selected to work with us for this important step in their company’s growth.

Click here and opt-in to receive this weekly summary via email.

Registrant Symbol Form Exchange Advisor / Law Firm
AETNA INC /PA/ AET S-4 NYSE Bass, Berry & Sims PLC
AETNA INC /PA/ AET S-4 NYSE Davis Polk & Wardwell LLP
AETNA INC /PA/ AET S-4 NYSE Wachtell, Lipton, Rosen & Katz
ALTISOURCE ASSET MANAGEMENT CORP 10-12G Altisource Asset Management Corp.
ALTISOURCE RESIDENTIAL CORP 10-12B Altisource Residential Corp.
ATLAS RESOURCE PARTNERS, L.P. ARP S-3 NYSE Ledgewood Law
BIOMET INC S-1 Biomet, Inc.
BLUEROCK ENHANCED MULTIFAMILY TRUST, INC. S-11 Kaplan Voekler Cunningham & Frank, PLC
BOOK IT LOCAL INC S-1 Jillian Ivey Sidoti, Esq
BOOMER VENTURES INC. S-1 American Corporate Register Inc.
CHICAGO BRIDGE & IRON CO N V CBI S-4 NYSE Shaw Group Inc.
CHICAGO BRIDGE & IRON CO N V CBI S-4 NYSE Vinson & Elkins LLP
CHICAGO BRIDGE & IRON CO N V CBI S-4 NYSE Wachtell, Lipton, Rosen & Katz
CONTINENTAL RESOURCES, INC CLR S-4 NYSE Latham & Watkins LLP
CORONADO BIOSCIENCES INC CNDO S-3 Nasdaq Loeb & Loeb LLP
COUNTERPATH CORP CPAH S-3 Nasdaq Clark Wilson LLP
DIGITAL BLUE DOG, INC. S-1 Parsons/ Burnett/ Bjordahl/ Hume, LLP
EASY BUY PLUS INC S-1 Jillian Ivey Sidoti, Esq
FORGIVEN BOTTLING GROUP, INC. S-1 Harold P. Gewerter, Esq. Ltd.
GENESIS ENERGY LP GEL S-4 NYSE Akin Gump Strauss Hauer & Feld LLP
GLADSTONE LAND CORP S-11 Cooley LLP
GLADSTONE LAND CORP S-11 Squire Sanders LLP
IMMUNOCELLULAR THERAPEUTICS, LTD. IMUC S-3 NYSE Cooley LLP
INFOBLOX INC BLOX S-1 NYSE Fenwick & West LLP
INFOBLOX INC BLOX S-1 NYSE Infoblox Inc.
INFOBLOX INC BLOX S-1 NYSE Wilson Sonsini Goodrich & Rosati, P.C.
LAKE PLAY INC S-1 Jillian Ivey Sidoti, Esq
LONGHAI STEEL INC. LGHS S-1 OTC Pillsbury Winthrop Shaw Pittman LLP
MATTRESS FIRM HOLDING CORP. MFRM S-1 Nasdaq Fulbright & Jaworski L.L.P.
MATTRESS FIRM HOLDING CORP. MFRM S-1 Nasdaq Ropes & Gray LLP
MEI PHARMA, INC. MEIP S-3 Nasdaq Morgan, Lewis & Bockius LLP
MOBILE GAMING INTERNATIONAL CORP S-1 Michael J. Morrison, Chtd.
NEWLIFE BIKES INC S-1 Jillian Ivey Sidoti, Esq
NU-MED PLUS, INC. 10-12G NU-MED PLUS, INC.
RELIANT SOLUTIONS, INC. S-1 Joseph Drucker, Esq.
S&T BANCORP INC STBA S-3 Nasdaq Arnold & Porter LLP
SEADRILL PARTNERS LLC F-1 Latham & Watkins LLP
SEADRILL PARTNERS LLC F-1 Vinson & Elkins L.L.P.
SEAS INDUSTRIES INC. S-1 William F. Doran, Attorney at Law
SILVERCREST ASSET MANAGEMENT GROUP INC. S-1 Bingham McCutchen LLP
SILVERCREST ASSET MANAGEMENT GROUP INC. S-1 Paul, Weiss, Rifkind, Wharton & Garrison LLP
SM ENERGY CO SM S-4 NYSE Holland & Hart LLP
SUBURBAN PROPANE PARTNERS LP SPH S-4 NYSE Proskauer Rose LLP
USELL.COM, INC. USEL S-1 OTC Nason, Yeager, Gerson, White & Lioce, P.A.
VALIDUS HOLDINGS LTD VR S-4 NYSE Cravath, Swaine & Moore LLP
VALIDUS HOLDINGS LTD VR S-4 NYSE Flagstone Reinsurance Holdings, S.A.
VALIDUS HOLDINGS LTD VR S-4 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
VENTURE LENDING & LEASING VII, INC. 10-12G Venture Lending & Leasing VII, Inc.
ZAZA ENERGY CORP ZAZA S-1 Nasdaq Andrews Kurth LLP

Have a great day.

Baking your own XBRL taxonomy for detailed footnote tagging

The US-GAAP Taxonomy contains the standard elements, definitions, properties and references to the GAAP Codification used in XBRL detailed tagging. The taxonomy also contains information about how to structure dimensional tables for detailed tagging for many of the common disclosures.

Our XBRL team tags your document based on our understanding of your financial statements, our expertise in working with XBRL and the US-GAAP Taxonomy… plus our experience working with many clients in nearly every industry.

However, you know your company best. 

If we cannot find a suitable tag, we may create an extension. (that’s what the the X in XBRL stands for – I guess EBRL did not sound high-tech enough)

XBRL offers that flexibility – to customize tags to be used in your XBRL Instance Document when a standard tag cannot be found. NOTE: creating new taxonomies limits one of the driving forces of XBRL – comparative research across the market. Only create a unique tag if none of the existing ones fit your precise reporting need. This is why we always review your peers’ files – they may have already solved this issue and we will use THAT tag.

The 2012 US-GAAP Taxonomy can be viewed with the YETI taxonomy viewer located at the FASB website. Access to the site is free and can be found here. It is important to become familiar with the taxonomy, what is in it and how it is organized.

Have a great day.

World’s Largest Particle Accelerator. NASA Curiosity Mars Rover. Our Virtual Investor Conference Platform.

Wow. What a powerful trio of technology. Thank you, IR Magazine. We humbly accept the responsibility.  : )

Read their update here.

Have a great day.

Infographic & question #4: Do you read a company’s Annual Report before you buy their stock?

Two weeks ago we looked at investors’ opinions regarding their research behavior on Annual Reports of the companies they currently hold. This time, with question #4, we asked a slightly different question.  Here are the results from all the questions (so far).

StockTwits new sentiment slider adds quantitative view to qualitative tweet

Our Capital Markets Visibility 365 partner StockTwits just released a new feature that will absolutely help investor relations use social media for investor sentiment: their “Bullish” or “Bearish” slider.

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As everyone in investor relations is well aware, many companies struggle with implementing social media for many reasons from fear of material disclosure to just too much noise.

This solves the “too much noise” issue by allowing the investor/commenter to assign an opinion (“binary” 1 or 0 ) in addition to their text ( “I’m long!” ) commentary. This will make IROs’ reporting much faster – they’ll have qualitative insight before assessing the next step of diving into the qualitative text views and opinions of investors.

Importantly, as the front end portal for the value assignment is StockTwits, the value and commentary is from an individual who is passionate about investing. We KNOW this as they took the step of joining StockTwits – a community of peer investors and traders.

StockTwits IR and reporting is included within Capital Markets Visibility 365 program. Click here to receive information and pricing.

Have a great day.

Last week’s IPOs and Transactions

There were 43 transactions filed with the SEC last week.

Congratulations to all of our clients that filed last week, including Armada Oil, Inc., Boomerang Systems, Inc. and Generex Biotechnology Corp, Inc. We appreciate that they selected to work with us for this important step in their company’s growth.

We help law firms guide their clients through their first SEC and XBRL filings.  Request information here > http://www.vfilings.com/contact-us/

Registrant Symbol Form Exchange Advisor / Law Firm
ADCARE HEALTH SYSTEMS INC ADK S-3 NYSE Rogers & Hardin LLP
ARMADA OIL, INC. AOIL S-1 OTC Sierchio & Company, LLP
AVT, INC. AVTC S-1 OTC AVT Inc.
BOOMERANG SYSTEMS, INC. BMER S-1 OTC Blank Rome LLP
C3 EVENT MANAGEMENT, INC. S-1 Sharon M. Drew, Esq
CHAPARRAL ENERGY, INC. S-4 McAfee & Taft PC
ENERGY & EXPLORATION PARTNERS, INC. S-1 Bracewell & Giuliani LLP
ENERGY & EXPLORATION PARTNERS, INC. S-1 Mayer Brown LLP
EP ENERGY BRAZIL, L.L.C. S-4 Paul, Weiss, Rifkind, Wharton & Garrison LLP
GENEREX BIOTECHNOLOGY CORP GNBT S-1 OTC Eckert Seamans Cherin & Mellott, LLC
GILAX, CORP. S-1 Zouvas Law Group, P.C.
GOLDEN INDUSTRIES INC. S-1 Golden Industries Inc.
HEALTH REVENUE ASSURANCE HOLDINGS, INC. HRAA S-1 OTC Anslow + Jaclin, LLP
INFINITY OIL & GAS CO S-1 Law Office of Conrad C. Lysiak, P.S.
KENTUCKY HOLDINGS I LLC S-4 O’Melveny & Myers LLP
MIAMI DAYS CORP. S-1 David Lubin & Associates, PLLC
MID LOUISIANA GAS TRANSMISSION LLC S-3 Andrews Kurth LLP
NANOSPHERE INC NSPH S-3 Nasdaq Seyfarth Shaw LLP
OMAGINE, INC. OMAG S-1 OTC Sichenzia Ross Friedman Ference LLP
OREXIGEN THERAPEUTICS, INC. OREX S-3 Nasdaq Latham & Watkins LLP
OREXIGEN THERAPEUTICS, INC. OREX S-3 Nasdaq Orexigen Therapeutics, Inc.
ORIENTAL FINANCIAL GROUP INC OFG S-1 NYSE Cleary, Gottlieb, Steen & Hamilton LLP
ORIENTAL FINANCIAL GROUP INC OFG S-1 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
ORYON TECHNOLOGIES, INC. ORYN S-1 OTC Looper Reed & McGraw PC
PALATIN TECHNOLOGIES INC PTN S-3 NYSE Palatin Technologies, Inc.
PALATIN TECHNOLOGIES INC PTN S-3 NYSE Thompson Hine LLP
QUORUM CORP S-1 National Registered Agents, Inc. of NV
RADISYS CORP RSYS S-3 Nasdaq Baker & McKenzie LLP
SILVER BAY REALTY TRUST CORP. S-11 Orrick, Herrington & Sutcliffe LLP
SILVER BAY REALTY TRUST CORP. S-11 Skadden, Arps, Slate, Meagher & Flom LLP
STREAMLINE HEALTH SOLUTIONS INC. STRM S-3 Nasdaq Benesch Friedlander Coplan & Aronoff LLP
UNITED FINANCIAL BANCORP, INC. S-4 Kilpatrick Townsend & Stockton LLP
UNITED FINANCIAL BANCORP, INC. S-4 Luse Gorman Pomerenk & Schick PC
WAGEWORKS, INC. WAGE S-1 NYSE Latham & Watkins LLP
WAGEWORKS, INC. WAGE S-1 NYSE WageWorks, Inc.
WAGEWORKS, INC. WAGE S-1 NYSE Wilson Sonsini Goodrich & Rosati PC
WESBANCO INC WSBC S-4 Nasdaq K&L Gates LLP
WESBANCO INC WSBC S-4 Nasdaq Phillips, Gardill, Kaiser & Altmeyer, PLLC
WESBANCO INC WSBC S-4 Nasdaq Spidi & Fisch, PC
WESTERN ASSET MORTGAGE CAPITAL CORP WMC S-11 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
WINTHROP REALTY TRUST FUR S-3 NYSE Katten Muchin Rosenman LLP
WINTHROP REALTY TRUST FUR S-3 NYSE Winthrop Realty Trust
WISHBONE PET PRODUCTS INC. S-1 Nevada Agency & Trust Company

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XBRL Detailed Footnote Tagging Requirements (and definitions)

As we’ve learned from previous filings of XBRL, the SEC requires four levels of tagging for each financial report.  All reports for periods ended after June 15, 2012 requires tagging with DFN.

The four levels of tagging required are:

  • Level 1 – Block tagging.  Each footnote is tagged as a single block of text
  • Level 2 – Policy text blocks.  Each accounting policy is tagged as a single block of text
  • Level 3 – Table text blocks.  Each table of data in the footnotes is tagged separately
  • Level 4 – Each number, amount or percentage requires tagging whether presented in a table or within the footnote narrative.

DFN and Dimensions 

Dimensions provide a way to express complex or multidimensional relationships in disclosures. They allow you to further describe reported information by associating the information with more than one characteristic. Dimensions are comprised of Tables, Axis, Domains, Members and Line Items.

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XBRL Tables are a collection of facts arranged in a structured manner by using Dimensions and Members.

  • Dimensions, represented by the Axes, apply to a common theme about which more detailed information is provided. 

Axes are dimensional components used to differentiate facts; examples are:

    • Segment Axis
    • Country Axis
    • Product Axis
  • The Domains are a collection of Members.  The Members are descriptors (ie. nouns and adjectives) that further define a fact to represent one of the possibilities within a domain.

A Domain is a set of members used to classify facts along the axis of a table;

    • “Minnesota” is a member in the domain “States”
    • The Minnesota member would be used to classify Revenue or Assets in Minnesota as distinct from other states
    • When a fact applies to the entire domain (e.g., a “Total”), it does not have any member specified
  • A “Dimensional Qualification” is a fact defined dimensionally with a member and maybe defined with multiple dimensions.

A Member is an element representing one of the possibilities within a domain.   For example:

    • Individual Segments
    • Types of Debt
  • Line Items are used to tag numeric facts.  Line items are also referred to as “concepts” or “elements.”

Line Items carry the core attributes relating to the fact being tagged. Line items contain:

    • Unit Type
    • Period type
    • Balance attribute

 Key Point: Members are the adjectives that add further meaning to the line items

Wow. My brain is about to explode now.

Have a great day.

RegFD ReFresh

This week’s NIRI Fundamentals of IR brought RegFD to the top of the cue again. One of the attendees asked a very straight-forward question: “what happens if your company is in non-compliance of RegFD?”  We can assume that these “IR newbies” are still struggling with the 50 shades of grey of “what is material” as well as learning how to squelch an “enthusiastic” CEO who is sitting in front of a few key investors or analysts.

The answer had three parts:

1.) Your company will be “embarrassed” but not fined.

2.) Your company will be “embarrassed” AND fined substantial dollars.

I expected those two answers. Both are bad for the company’s reputation and shareholder confidence.  I was unaware of the third penalty…

3.) If you are in the room, and don’t react to a possible material disclosure, you may be banned from investor relations. SEC CYA ALERT! GET THAT 8-K OUT ASAP!

Coincidentally with the NIRI session, Inside Council Magazine featured a RegFD article authored by David M. Lynn, co-chair of Morrison & Foerster LLP’s Public Companies and Securities Practice.

Some of his thoughts are below.

  • Control of the flow of material non-public information outside of an organization by substantially limiting the number of officers, directors or employees that are authorized to speak publicly on behalf of the company, as well as establishing a “central clearinghouse” for the information by appointing a compliance officer for the purposes of the policy
  • Pre-approval of presentations to analysts or investors, no matter what the forum, by the compliance officer
  • Any requests for information, comments or interviews made to officers, directors or employees should likewise be presented for consideration by the compliance officer (subject to some limited exceptions for normal course communications)
  • Limitations on communication with analysts, so that earnings guidance and other sensitive information is not provided to securities analysts, unless the guidance is provided strictly in accordance with the Regulation FD policy, and that any review of analyst reports, if permitted, is limited to historical items and similar factual matters
  • Limitations on the use of social media, including blogs, Twitter, Facebook, LinkedIn and other similar outlets, to the extent that communications through these channels may be inconsistent with the Regulation FD policy
  • Ongoing monitoring of unusual trading activity, analyst and investor communications, and market rumors to determine if any corrective disclosure is necessary
  • Ongoing training, so that the policy can be effectively communicated to officers, directors and employees

Have a great day.

Deutsche Bank to use our Virtual Investor Conference technology to easily introduce international companies to investors

Deutsche Bank’s DR division is hosting their first totally virtual investor conference on September 18th.


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From IR Magazine’s recent article:

“…The event, thought to be the first of its kind for the DR market, will feature nine companies hailing from Europe and Brazil, such as Marks & Spencer, SAP and Localiza.

‘But it’s not replacing roadshows. This is adding another leg in terms of you accessing a different pool of investors; the whole idea is to supplement your investor relations roadshows,” says Zafar Aziz, head of DR market solutions at Deutsche Bank…”

View the conference here: I suggest you pre-register. (You just need to register once.)

Virtual events are an easy channel for IR to create the great content investor crave.  They WANT to hear your voice to strengthen their trust.

Do you want to present? Learn more.

Have a great day.