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