Monthly Archives: February 2013

Let’s not confuse material disclosure with meaningful distribution

This week, I was forwarded a sales pitch that a competitor sent to one of our clients regarding news distribution. The point the sales person wanted to sell was they “were good enough.” That’s a “C” on a report card – and it brought to mind the difference between material disclosure v. meaningful distribution. In fact, if you want “good enough” for RegFD, don’t use ANY newswire. That’s what that sales person should have pitched.

Let’s not confuse material disclosure with meaningful distribution

In 2008, the SEC recognized that a corporate investor relations website is a recognized channel for material disclosure. The SEC proclaimed that companies are no longer required to use a newswire for RegFD. Just post your news on your IR website. The industry pundits went wild and, sadly, by the close of 2009, all the newswire vendors were out of business. Oh, wait – that didn’t happen.

What DID happen was that the investor relations departments themselves demonstrated their prowess for their external shareholder communications and their understanding that “good enough” may be a fair base for Fair Disclosure, but not for shareholder communications. Shareholder communications is a blend of sales, marketing and client service – all of which need to continually reach out to find new customers (investors) as well as reinforce the buying decision (hold!) of current clients (shareholders).

Fast forward to distribution 2013 and the vocabulary of what “news” distribution is. As far as the web is concerned, news is now “content,” and prevailing content marketing methodologies stress that corporate communications needs to go beyond the traditional online news portals and aggregator feeds and be targeted to pertinent topic and sector influencers: an outbound communications mosaic in concert with how the web works today.

Disclosure is for the SEC. Distribution is for growth. That’s the guidance we give our investor relations clients. We want their report cards to have all “A+” grades.

Have a great day.

This Yahoo! homepage headline should link to your IR content, not to a stock newsletter

If you don’t maximize the value of your shareholder communications content, others will take your audience from you.

The recent results from our Shareholder Confidence 365 Study reported that ‘pert-near 50% of investors read conference call transcripts. I suggested that an IR department should take a proactive role in offering this coveted content to shareholders and potential investors and take the simple action of posting your transcripts on your IR website.

This Yahoo! home page reinforces that opinion. A stock newsletter grabbing your investors’ interest away from you. Meow.

YAHOO_TRABSCRIPTS

You want the investors who are interested in your company coming inbound to your IR website, not to a stock newsletter. Once investors come inbound, you can measure and target your outbound.

Click here to learn how we do this.  

Heck, lose your inhibitions!! Send a short (inexpensive, notice & access-ish) media release announcing your “Q2 Earnings Call Transcript is Available” with a link back to your IR Room. Investor relations practitioners should re-purpose any and all their existing content, creating inbound activity. Once investors come inbound, you can measure and target your outbound.

Yes, yes, I’m partial to sending press releases. But regardless of the $ to us, it’s one of the first lines of content marketing’s offensive – and always a safe and solid distribution choice for IR. 

Have a great day.

Last week’s IPOs and Transactions

There were 31 transactions filed with the SEC last week.

Congratulations to all of our clients and law firms that used our transactions services last week. We appreciate that they selected to work with us for this important step in their company’s growth and we’re pleased that they found us both accurate and affordable.

TRANSACTIONS_art_blog

Registrant Symbol Form Exchange Advisor / Law firm
ADVANCED CELL TECHNOLOGY, INC. ACTC S-3 OTC Sheppard, Mullin, Richter & Hampton LLP
ALPHABET HOLDING COMPANY, INC. S-4 Alphabet Holding Company, Inc.
ALPHABET HOLDING COMPANY, INC. S-4 Latham & Watkins LLP
AMBIT BIOSCIENCES CORP S-1 Cooley LLP
AMBIT BIOSCIENCES CORP S-1 Latham & Watkins LLP
ARTEC CONSULTING CORP. S-1 Scott Olson, Esq.
AXA EQUITABLE LIFE INSURANCE CO S-3 Goodwin Procter LLP
BIONEUTRAL GROUP, INC BONU S-1 OTC Sichenzia Ross Friedman Ference LLP
BOARDWALK PIPELINES LP S-3 Vinson & Elkins L.L.P.
CACHE INC CACH S-3 Nasdaq Schulte Roth & Zabel LLP
CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. N-2 Legg Mason & Co., LLC
CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. N-2 Simpson Thacher & Bartlett LLP
CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. EMO N-2 NYSE Legg Mason & Co., LLC
CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. EMO N-2 NYSE Simpson Thacher & Bartlett LLP
CONESTOGA ENTERPRISES INC S-4 Kutak Rock LLP
DELUXE CORP DLX S-4 NYSE Dorsey & Whitney LLP
EUROSITE POWER INC. EUSP S-3 OTC Sullivan & Worcester LLP
GENTHERM INC THRM S-3 Nasdaq Honigman Miller Schwartz and Cohn LLP
HEDGEBROOK 10-12G TroyGould PC
INTEGRATED ELECTRICAL SERVICES INC IESC S-1 Nasdaq Andrews Kurth LLP
MONY LIFE INSURANCE CO OF AMERICA S-1 Goodwin Procter LLP
RCS CAPITAL CORP S-1 McDermott Will & Emery LLP
RCS CAPITAL CORP S-1 Proskauer Rose LLP
RCS CAPITAL CORP S-1 RCS Capital Corporation
SWIFT ENERGY CO SFY S-4 NYSE Baker Hostetler LLP
SWIFT ENERGY CO SFY S-4 NYSE Swift Energy Company
SYNERGY RESOURCES CORP SYRG S-3 NYSE Hart & Trinen
TESARO, INC. TSRO S-1 Nasdaq Hogan Lovells US LLP
TESARO, INC. TSRO S-1 Nasdaq Latham & Watkins LLP
VIPSHOP HOLDINGS LTD VIPS F-1 NYSE Simpson Thacher & Bartlett LLP
VIPSHOP HOLDINGS LTD VIPS F-1 NYSE Skadden, Arps, Slate, Meagher & Flom LLP

Have a great day.

Infographic & question #15: Do you read written transcripts of a company’s earnings call?

More insight regarding how investors consume investor relations content as our Shareholder Confidence 365 Study continues.

Almost 50% of your investors read transcripts of your earnings call. Where are they getting that transcript? From you directly? Probably not… the vast majority of investor relations departments don’t post their transcripts on their IR website. You should.

Two reasons why: 1.) you always want to rule supreme as the absolute resource for content about your company and 2.) content marketing methodologies only work when you attract people inbound to your IR website. Essential content, like earnings call transcripts, will draw your shareholders and potential investors in.

You always have your earnings call transcribed anyway. It’s valuable content investors want. USE IT to your benefit.

Click to download the full report

Measuring and targeting your inbound will improve your outbound shareholder communications. Download the half-year Shareholder Confidence 365 Study here.

Learn more about all our investor relations services. 

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Riding XBRL without training wheels (aka limited liability)

Non-large accelerated fliers are soon to be without the Even-Safer Safe Harbor of their XBRL’s limited liability period, a 24-month grace period where the SEC considered your XBRL as “furnished” not “filed.”  That meant that mistakes within your XBRL documents were viewed as errors in good faith, and carried no penalties if corrected promptly. Once your company’s grace period ends, your XBRL files have the exact same material error liabilities as your traditional EDGAR HTML files.

Most non-large accelerated filers lose the training wheels of limited liability after their Q2 2013 filings. Everyone is freewheeling by October 2014.

BIKE

Fortunately, we have had our large accelerated filer clients as trailblazers, offering great examples for success against liability.

Observations:

  • A simultaneous XBRL and EDGAR (HTML) solution – in our product vocabulary, fleXBRL – assures that the EDGAR and XBRL always match. That automatically removes a bevy of risk.   
  • Unless you have deep XBRL expertise in your financial reporting group, a totally DIY web filing solution may not offer you enough support. We suggest clients focus on the strategy of what they’re reporting, not the tactical burden of reporting. Try a hybrid self-service with unlimited support method – the cost is about the same if you shop and compare wisely.  
  • The SEC has not defined what a “material error” is, but they’ll know it when they see it. That’s SOP for the SEC. So it’s always CYA, OK? 

Our guidance, albeit biased towards our product strategy: work a hybrid XBRL filing model that provides you with the #1 most requested feature – real-time, last-minute edit & review and that includes dedicated tagging and tactical expertise. Think of this model as wearing a helmet.

Another consideration is a fiscal one. Please be wary of “cheap-XBRL.com” shops. XBRL is still very new and multi-faceted. Select a top XBRL firm with deep, real-life experience (preferably us).

What is your XBRL workflow wish? Tell us here.

Have a great day.

Looking at XBRL with 3D glasses

3dThe Financial Accounting Standards Board (Faasbee to their close personal friends) issued their XBRL Implementation Guide: the first style guide of the FASB U.S. GAAP Financial Reporting Taxonomy Style Guide Series.

FROM FASB: “The purpose of the Implementation Guide is to demonstrate the modeling for disclosures required about events occurring subsequent to the end of a public company’s reporting period. The modeling has been completed using the elements in the Taxonomy. The examples are not intended to encompass all of the potential modeling configurations or to dictate the appearance and structure of a company’s XBRL documents.”

The guide has a few sections in it that visually illustrate how I often explain XBRL to the yet unenlightened mass. (aka: “most everyone else”) XBRL is like wearing 3D glasses when you look at financial reports. Without the glasses, you see just the surface, free-standing number. With the glasses on, you see the depth attached forever to that number. If we were in a spreadsheet program. you could delete the descriptive text first or header columns, and the numbers still know what they are.

The charts below is a nice example of the Taxonomies behind the numbers. Click to enlarge.

3D2

Learn about our XBRL solutions here. Tell us how you like to work.

Have a great day

Last week’s IPOs and Transactions

There were 65 transactions filed with the SEC last week.

Congratulations to all of our clients and law firms that used our transactions services last week including Net Element International, Inc. (NASDAQ), Petrosonic Energy, Inc (OTC) and Targeted Medical Pharma, Inc. (OTC).  We appreciate that they selected to work with us for this important step in their company’s growth and we’re pleased that they found us both accurate and affordable.

TRANSACTIONS_art_blog

Registrant Symbol Form Exchange Advisor / Law firm
ADMA BIOLOGICS, INC. S-1 Goodwin Procter LLP
ADMA BIOLOGICS, INC. S-1 SNR Denton US LLP
AL INTERNATIONAL, INC. 10-12G Henderson & Lyman
AL INTERNATIONAL, INC. 10-12G Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
ARCA BIOPHARMA, INC. ABIO S-3 Nasdaq Cooley LLP
ASPEN GROUP, INC. ASPUE S-1 OTC Nason, Yeager, Gerson, White & Lioce, P.A.
AVRA SURGICAL ROBOTICS, INC. S-1 Richardson & Patel, LLP
BIGFOOT PROJECT INVESTMENTS INC S-1 Southwest Business Services, LLC
BLEACH GROUP, INC. S-1 Akerman Senterfitt LLP
BLUE WATER RESTAURANT GROUP, INC. BUWR S-1 OTC Taurus Financial Partners, LLC
CARLYLE GMS FINANCE, INC. 10-12G Carlyle GMS Finance, Inc.
CARLYLE GMS FINANCE, INC. 10-12G Sullivan & Cromwell LLP
COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC. S-11 Goodwin Procter LLP
DARA BIOSCIENCES, INC. DARA S-3 Nasdaq K&L Gates LLP
DECISIONPOINT SYSTEMS, INC. S-1 Sichenzia Ross Friedman Ference LLP
ELAYAWAY, INC. ELAY S-1 OTC Krieger & Prager, L.L.P.
FW ADVISORY RESEARCH QUALITY INCOME TRUST N-2 Dechert LLP
GEODYNE RESOURCES INC S-4 Simpson Thacher & Bartlett LLP
GOODMAN NETWORKS INC S-4 Haynes and Boone, LLP
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. S-11 Clifford Chance US LLP
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. S-11 Fried, Frank, Harris, Shriver & Jacobson LLP
INTL FCSTONE INC. INTL S-3 Nasdaq Shutts & Bowen LLP
KBS REAL ESTATE INVESTMENT TRUST III, INC. S-11 DLA Piper LLP
KENNEDY WILSON INC S-4 Latham & Watkins LLP
KINDER MORGAN ENERGY PARTNERS L P KMP S-4 NYSE Bracewell & Giuliani LLP
KINDER MORGAN ENERGY PARTNERS L P KMP S-4 NYSE Copano Energy, L.L.C.
KINDER MORGAN ENERGY PARTNERS L P KMP S-4 NYSE Wachtell, Lipton, Rosen & Katz
KINDER MORGAN ENERGY PARTNERS L P KMP S-4 NYSE Weil, Gotshal & Manges LLP
KNIGHT HOLDCO, INC. S-4 GETCO Holding Company, LLC
KNIGHT HOLDCO, INC. S-4 Knight Capital Group, Inc.
KNIGHT HOLDCO, INC. S-4 Sullivan & Cromwell LLP
KNIGHT HOLDCO, INC. S-4 Wachtell, Lipton, Rosen & Katz
MARIN SOFTWARE INC S-1 Fenwick & West LLP
MARIN SOFTWARE INC S-1 Gibson Dunn & Crutcher LLP
MARIN SOFTWARE INC S-1 Marin Software Incorporated
MERCULITE DISTRIBUTING, INC. 10-12G Stoecklein Law Group, LLP
MIDWESTONE FINANCIAL GROUP, INC. MOFG S-3 Nasdaq Barack Ferrazzano Kirschbaum & Nagelberg LLP
MODEL N INC S-1 Fenwick & West LLP
MODEL N INC S-1 Model N, Inc.
MODEL N INC S-1 Wilson Sonsini Goodrich & Rosati, P.C.
MRI INTERVENTIONS, INC. MRIC S-1 OTC Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
NET ELEMENT INTERNATIONAL, INC. NETE S-3 Nasdaq Reed Smith LLP
NEXTIER SOLUTIONS CORP S-4 Paul, Weiss, Rifkind, Wharton & Garrison LLP
NORFOLK SOUTHERN CORP NSC S-4 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
OLIVIA INC. S-1 Jonathan D. Strum
PETROSONIC ENERGY, INC. BEAXD S-1 OTC Richardson & Patel LLP
PORTUS HOLDINGS INC. S-1 Anslow + Jaclin, LLP
PROCERA NETWORKS INC PKT S-3 Nasdaq Paul Hastings LLP
QUINTILES TRANSNATIONAL HOLDINGS INC. S-1 Simpson Thacher & Bartlett LLP
QUINTILES TRANSNATIONAL HOLDINGS INC. S-1 Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
QUINTILES TRANSNATIONAL HOLDINGS INC. S-1 White & Case LLP
SIONIX CORP SINX S-1 OTC Richardson & Patel LLP
SOPHIRIS BIO INC. S-1 Cooley LLP
SOPHIRIS BIO INC. S-1 Latham & Watkins LLP
STRATA CAPITAL CORP S-1 Barry J. Miller, Esq.
TARGETED MEDICAL PHARMA, INC. TRGM S-1 OTC Ellenoff Grossman & Schole LLP
TENGION INC TNGN S-1 OTC Ropes & Gray LLP
TETRAPHASE PHARMACEUTICALS INC S-1 Latham & Watkins LLP
TETRAPHASE PHARMACEUTICALS INC S-1 Wilmer Cutler Pickering Hale and Dorr LLP
TWO RIVERS WATER CO TURV S-1 OTC Two Rivers Water & Farming Company
VOLTARI CORP S-4 Brown Rudnick LLP
WALTER INVESTMENT MANAGEMENT CORP WAC S-3 NYSE Simpson Thacher & Bartlett LLP
WARREN RESOURCES INC WRES S-3 Nasdaq Patton Boggs LLP
YAMBEAR BIO-TECH, INC. S-1 Chiang Law Offices, P.C.
Z TRIM HOLDINGS, INC ZTHO S-1 OTC Quarles & Brady LLP

Have a great day

XBRL News for Filers – SEC Enforcing Use of Units Registry: Educational 2/19 webcast

THIS NEWS IS 99% COPIED FROM XBRL.US EMAIL. DUE TO ITS’ IMPORTANCE, I THOUGH IT WAS PRUDENT JUST TO CUT-N-PASTE.  ————————————-

XBRL News for Filers – SEC Enforcing Use of Units Registry Important WEBCAST

Effective immediately, the SEC is enforcing the requirement that all filers use the XBRL International Units Registry (http://xbrl.org/units-registry).

SECARROW

What does this mean to filers?

If you are using an element with a datatype that is defined in the Units Registry, you must use one of the units associated with that datatype in the units registry in your filing. If you use a unit that does not match the datatype in the units registry, your XBRL submission will be rejected by the EDGAR system. This applies to all filings that are created using the 2012 US GAAP Taxonomy and of course, will apply to the 2013 as well.

To ensure that filers understand how this works, XBRL US will hold a 30 minute webinar on Tuesday, February 19 at 1:00 PM ET to walk you through how to use the Units Registry.

To attend the live webinar, use this link: https://www.livemeeting.com/cc/xbrl/meet/7597PP

We’ll also record and post the session replay to the XBRL US Web site at http://xbrl.us/replay.

———————– GREAT WORK XBRL.US

Content is the missing link between investor relations and social media

Within the past two months, there has been a torrent of opinions regarding investor relations and social media, much of it ignited from the Wells Notice sent to Netflix in December and Zipcar’s issuing an 8-k after their CEO’s tweet.

As I read through the torrent of pundits, many of them inflammatory towards the SEC, one over-arching point stood out to me: “oh for Pete’s sake, are we STILL talking about this topic.”

There are three reasons investor relations and social media remain odd bedfellows.

  1. Risk of selective disclosure
  2. Lack of unique content
  3. No content marketing methodologies

Risk of selective disclosure

By their actions, investor relations officers have told our industry, in no uncertain terms, that social media will not work for them. The risk of material disclosure real – and let’s not accuse the SEC of being out-of-date on this topic. The SEC’s job is to protect investors, and from their desks it’s a lot wiser NOT to open the Pandora’s Box of social media to further release the kraken of fraudulent promotional practices already pervasive throughout social media.

Lack of unique content

Investor relations has a great depth of material and important content, but per RegFD, it is widely repurposed and repackaged.

The strength of social media is its real-time delivery of unique content. Unlike marketing (ahem), as a role within their corporation, Investors relations itself does not create the type of content conducive to social media. From a tactical communications perspective, together, the words “unique” and “real-time” do not favor RegFD. Remember, predatory investors are like paparazzi waiting for a wardrobe malfunction.

No content marketing methodologies

For many marketing departments, the term “social media” has taken a back seat to “content marketing” and that’s the direction we are guiding our investor relations clients.

Shareholder Confidence 365 Study offers surprising insights on investor engagement

This may seem like a lipstick/pig vocabulary exercise, but it has a purpose: it brings clarity to the communication goal. Tight measurement of outbound communications efforts for ROI. In other words, proving that “social media” has tangible results BEFORE the customers’ final purchasing (investing) decision. As stated in our new Shareholder Confidence 365 Study, the crux of inbound (ROI) strategy is your investor relations website. Download the report here.

PR Newswire is a communications company and a firm believer in social media / content marketing. We HIGHLY RECOMMEND that IR departments are listening to the social media stream: following their cashtag, etc.

This blog discussion is about actively participating and understanding the value in balance to the work and risk. Our new investor relations website solution, IR Room, utilizes inbound content marketing technologies to clearly demonstrate the ROI of outbound investor relations communications and help target new communications.

What the heck! With the upcoming frappe’ of Thomson and NASDAQ IR websites business, now is a very appropriate time to re-evaluate your investor relations website. To that, our new report has interesting insights on how your investors consume your investor relations content.

Have a great day.

PR Newswire Releases New Report on How Investors Consume Content from Public Companies

Shareholder Confidence 365 Study offers surprising insights on investor engagement

NEW YORK, Feb. 13, 2013 /PRNewswire/ — PR Newswire, a global provider of shareholder, compliance and multimedia communications platforms, together with its CNW and Vintage Filings division, today announced the release of a new white paper that explores how investors consume investor relations content provided by a public company.

The Shareholder Confidence 365 Study is an ongoing survey targeted to the three key constituents with whom public companies communicate: institutional investors, individual investors and the financial media. Distribution includes an opt-in list of 13,000 individual and professional investors.

Every two weeks, the Shareholder Confidence 365 Study asks Capital Market participants one simple question on a topic germane to investor relations. The single question format was developed to help assure investor participation and mitigate the survey fatigue of multi-question studies. As of question #13, the study is compiled from over 8,770 unique responses. The data found within the white paper is unedited.

The Shareholder Confidence 365 Study is available for download here.

Shareholder Confidence 365 Study offers surprising insights on investor engagement “Shareholder communications have not kept pace with the web, or more specifically, with the web technologies practices embraced by other corporate communication disciplines within an organization,” said Bradley H. Smith, Director of Marketing for PR Newswire’s IR and SEC Compliance services. “At the very crux of this is the investor relations website.”

By definition, a commercially built investor relations website is a content-driven microsite, akin to many corporate product and services microsites. Today, however, product and services microsites are built using the ever-evolving content marketing methodologies of sales, marketing and client service departments. Unfortunately, these new methodologies do not have a presence in the IR space. As a marketer with expert knowledge of web marketing technologies, Smith challenged the engineering group to determine if the content marketing methodologies used by other departments within a company can benefit the investor relations department, and if an IR website can be a proactive tool for growth, rather than a passive destination. This became the genesis of this study and the drive for our newly enhanced investor relations solution, IR Room.

“As I have always evangelized, shareholder communications builds shareholder confidence; shareholder confidence builds shareholder value. Shareholder value is what everyone is working for,” said Smith.

About PR Newswire

PR Newswire (www.prnewswire.com) is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry 58 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region, and is a UBM plc company.

About Vintage Filings

PR Newswire’s Vintage Filings division is a full-service financial filing and printing firm and a leading partner for all your XBRL filing needs. With more than 4,500 public company clients, Vintage is one of the fastest growing compliance firms nationwide. Vintage partners with its clients to provide the knowledge and service necessary to meet the SEC’s ever-changing filing regulations. Vintage Filings provides high-quality, cost-effective compliance filings and production services, including EDGAR Filings, typesetting, XBRL tagging, section 16 filings, investment management services, drafting sessions, virtual data rooms (VDR) and more.

CONTACT and MEDIA INTERVIEWS

Bradley H. Smith
Director of Marketing, IR and SEC Compliance Solutions
PR Newswire
201 942 7157
Bradley.smith@prnewswire.com