Category Archives: Industry news

Silicon Valley IPOs-to-be talk with our compliance experts-that-are

NYSE Governance Services held its West coast compliance readiness conference yesterday.

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From the NYSE:

Preventing fraud in compliance with the Sarbanes-Oxley Act (SOX) and the Foreign Corrupt Practices Act (FCPA), as well as the importance of creating accurate financial statements and cooperating with internal audit in order to comply with the requirements of a stringent regulatory environment are just a few of the many challenges public companies need to communicate to their workforce.

Obviously, we’re big into compliance and our presence brought an important “services execution” perspective to the NYSE’s attendees. In additional to understanding the strategic aspects of compliance, corporate leaders must have a tactical understanding of HOW to be compliant… beginning with the S-1. (download whitepaper here) That’s our role: pre-and post-IPO.

Topics included:

  • The Nuts and Bolts of a Strong and Effective Compliance Program
  • Innovative Training and Communications Strategies
  • Leveraging Technology and Monitoring and Auditing
  • Emerging Compliance Risks

Also, the NYSE distributed to all attendees our  Corporate Governance and Securities Laws handbook. Very useful. (request yours here)

PR Newswire / Vintage Filings was pleased to participate and we’re proud that our shareholder communications services are NYSE approved for their issuer and IPO program.

Have a great day.

 

SEC disclosure reform: “Investors have a desire for more information, not less”

LESSLast week, the SEC’s Director of Corporation Finance, Keith Higgins, spoke to the Los Angeles’ chapter of American Bar Association. He revealed more insight and direction the disclosure reform initiative is taking.

At this point, the discussions are still at the strategic level of disclosure, not eliminating a particular filing group, but making sure the content disclosed is meaningful to investors.

  • What information do investors think is missing?
  • Is there information in existing mandated issuer disclosures investors routinely ignore?
  • Is there information in SEC filings investors routinely get elsewhere?
  • How can information be easier to access and used with on smart phones and smart pads?
  • Should disclosure requirements be tiered for different categories of issuers: smaller reporting companies or emerging growth companies?

Some of these questions are answered in the Shareholder Confidence 365 study here.

At the highest level, Mr. Higgins said investors have a desire for more information, not less. His staff’s job will be to find probable disclosure holes and make sure they are filled to the expectations of investors – all with actionable transparency in mind. Overload v. not germane.

For now, the only “tactile” point seems to pertain to the consideration of a “core disclosure” model: defined information that does not change often — such as a issuer’s business description, etc ­— would be disclosed in a “core” (annual?) document  with the K’s and Qs filling in the timely and current disclosures. This would slightly reduce “word-count” and bring some cost savings.

Have a great week. 

New report: The cost of regulation not the “success barrier” for small company IPOs

DISCLOSURE: The issue of “ROI of regulation” has been elevated once again, specifically in context to XBRL being viewed as a fiscal barrier for reporting-micro and smallcap companies. If you follow this blog or have spoken with our executives, you’re familiar with our proactive stance on reducing the cost of XBRL compliance… and “spending more” on initiatives that spur growth: aka marketing and shareholder communications. We promote a balanced approach to corporate transparency.

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DAVIDOFFA fascinating report was posted on the Harvard Law School Forum of Corporate Governance  and Financial Regulation blog (3/10/2014) by Steven M. Davidoff, Professor of Law and Finance at Ohio State University College of Law – soon to be Professor of Law at the University of California, Berkeley School of Law.

As the title states, Disappearing Small IPO and Lifecycle of Small Firm, analyzed the maturation of smallcap companies – and the cause for few and fewer smaller companies going (and successfully staying) publicly listed.

From the report: 

Our findings do not support the regulatory explanation for that dearth [ of small IPOs ] but instead we theorize that the evidence supports to a decline in investor demand. Namely, these small IPOs have simply not performed well. They delist at high rates and remain small when listed. This evidence points against legislation such as the JOBS Act or other regulatory tinkering having any material effect on the lifecycle of IPOs or the IPO market itself.

Instead, our conclusions support a counter-narrative that the small IPO drought is simply due to market judgments and changes in the market ecosystem. Investors appear to no longer want to invest in these opportunities because the return is not commensurate with the risk taken. With the decline of supply side forces that pushed these IPOs into the market, they have simply disappeared due to their inability to survive and grow in the public markets.

You can read Professor Davidoff’s synopsis here. Scroll to the bottom of that page to download the PDF of the report. 

Coincidently, Forbes just published (3/6/2014) an article on the costs v. benefits of SOX. You can read that article here.

We speak with micro and smallcap companies executives each day – and we are keenly aware of their frustrations. Both Vintage Filings and PR Newswire offer services and –frankly– pricing expressly tiered for small companies and the regulatory cards that ALL companies are dealt.

The Davidoff report’s bottom line indicates that investors are not hearing and/or understanding the corporate vision. What do investors want? This report will tell you.

Have a great day.

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Annual report “shopping” vocabulary and video examples

The IR benchmarking survey on annual reports prompted discussions with clients and new prospects about selecting a format for their annual report printing.  Most conversations were very tactical.

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THE PRINTER’S JARGON

4-color… is full color. The only distinction now is whether your print on a traditional printing press or digital print. The variables you will discuss when shopping depend on your creative and volume.

  • Traditional printing is generally used for larger print quantities or very exact color (brand) matching.
  • Digital printing is, simply put, a really high-end version of the HP printer sitting on your desk. Perfect for smaller volumes and rush scenarios.

1-color… usually means “black ink only.” The meat of the 10-K.

Cover stock… is the thicker paper used for both the front and back covers. It is described in “pounds” and generally ranges from 65 lb to 120 lb, depending on the paper itself.

  • “Coated cover” is generally a glossy stock. Most times, you will be using 100 lb – 120 lb weight, as the glossiness makes the paper softer.
  • Uncoated cover is a flat paper, much like a business card. You may be in the 65 lb – 100 lb weight range.
  • Generally, you will print on both sides of the front cover. You will always print the back cover, often NOT the inside back cover. It costs you no more to not print on the inside back. That is a visual design choice.

Text stock… are the pages inside of the covers. The guts.

  • It follows the same descriptions as cover stock, just much thinner weights. 20 lb – 32 lb. “Copier paper” is 24 lb-ish.

Binding…. is how the annual report is held together

  • Saddle stitched means the annual report pages are folded in half and stapled. This physically creates a “10-K wrap.” (The front cover is the back cover, the first inside page is the same piece of paper as the last inside page and so on.)
  • Perfect bound is a flat glued spine. It’s can be more expensive, however it allows for any configuration of paper/pages and presents itself in a very finished manner.

Sheets of paper vs. page count… can be confusing. We financial printers think in terms of “pages” not paper. A simple example is if you take an 11″x 17″ piece of paper and fold it in half, that’s a four page annual report. Get it?

  • This only “really” matters for saddle stitched annual reports. The page count needs to be in a multiple of four. If you come up short, we print “This page is intentionally left blank.”

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Below are examplesEach clip is about 15 – 20 seconds.

ABOVE

  • Cover: 4-color gloss coated cover stock with a (creative) die cut
  • Pages: Eight pages – 4-color gloss paper stock for the shareholder letter and overview. The first page uses a UV coating (extra shiny “clear” ink) just on the barrels photo to make them pop off the page
  • 10-K: Black ink on 24 lb white paper
  • This booklet is perfect bound

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ABOVE.

  • Cover: 4-color gloss coated cover stock
  • Wrap pages: Two pages –  4-color gloss text for shareholder letter and overview
  • 10-K: Black ink on 24 lb white paper
  • This booklet is saddle stitched

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ABOVE

  • Cover: 4-color gloss coated cover stock – shareholder letter on inside of the cover
  • 10-K: Black ink on 24 lb white paper
  • Even though this is a classic 10-K wrap, this booklet is perfect bound which gives it a nice finish

I’ll post more examples next week.

Do you have a job we can quote? Click here to be sent samples.

Have a great day.

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Free guidebook: 10-K, 10-Q & 8-K Reporting Rules for 2014

It’s just the cusp of March and we are already on the second printing of these popular 2014 resource books. 

10-k&Proxyguides (1)

Click here to request your hardcopy guidebook.

We are pleased to provide you with our annual updated edition of the SEC 2014 Reporting Rules for Forms 10-K, 10-Q and 8-K.

This publication is an excellent reference source for legal and accounting professionals and corporate executives.

In this publication, we present the rules in a “user-friendly” format by presenting the portions of Regulation S-K that are referenced in Forms 10-K, 10-Q and 8-K within the text of the relevant Form immediately following the reference to Regulation S-K, thus making it easier to review the complete disclosure requirements.

In addition, we eliminate many cumbersome citations and provide “”plain English”” rule references.

  • FREE!
  • 350 pages
  • Up-to-date for 2014 including VERY VERY VERY in-depth information
  • Detailed table-of-contents for quick reference

Click image below to view Table of Contents.

Table of Contents: 10-k, 10-Q and 8-L

Have a great day.

DIY an S-1 filing? Brides should not bake their own wedding cake.

Last week, a few conversational planets aligned here on the topic of a company’s self-filing of their IPO. To be exact, in this blog post, the definition of self-filing is the use of a DIY XBRL platform (what our fleXBRL offers- click here) to create and work an S-1 file completely through to final public offering.

If you are not familiar with the workflow of an S-1 with the SEC, this whitepaper – click here – will guide you to understand. We execute hundreds of transactions each year.

bridesOne conversation came about in context to our being a NYSE-approved provider of shareholder communications services to their IPOs. The question arose… should we / could we help a soon-to-be-NYSE company DIY their S-1 as they can with their quarterly XBRL? Fair question, but to date, no one had worked in our fleXBRL program for an S-1. Why would they? Regardless, we needed an example.

The next task was to identify any S-1 that self-filed via an XBRL portal. (This identification can be done by researching the publicly filed SEC records.) A single, recent example was brought to my attention, however as it was not our account, the details of the workflow are backwards forensics from the public record.

The conversation next went to why was the openly published S-1 filing fee to the client so high for a DIY portal? What also stood out was that the price was too high even for a traditional S-1: almost twice what we generally bill a micro/small-cap company for full service IPO drafting and registration.

The forensics tell a story:  I have changed all identifiers.

DATE FORM FILING AGENT
July 22, 2013 Form D Law Firm
Sept 10, 2013 S-1 Corporation themselves via DIY portal
Sept 15, 2013 S-1/A Corporation themselves via DIY portal
Sept 24, 2013 S-1/A Corporation themselves via DIY portal
Oct 4, 2013 S-1/A Traditional S-1 filing provider
Oct 8, 2013 8-A12B Corporation themselves via DIY portal
Oct 11, 2013 S-1/A Traditional S-1 filing provider
Oct 12, 2013 FWP Traditional S-1 filing provider
Oct 13, 2013 CERTNAS (SEC posting)
Oct 13, 2013 S-1MEF Traditional S-1 filing provider
Oct 14, 2013 EFFECT (SEC posting)
Oct 14, 2013 424B1 Traditional S-1 filing provider
Oct 19, 2013 8-K Corporation themselves via DIY portal

It seems they started the S-1 themselves, but after two amendments, called in “a pro.”

Why the October 4th switch to a traditional S-1 filing provider – like Vintage Filings?  Another “SEC Filings CSI” data point we uncovered is the company filed as a JOBS Act Confidential IPO.

Our professional speculation is that once the company publicly declared their intent to IPO on Oct 4th, their Confidential IPO 21-day disclosure window came into play. Safe to assume that the added burden, public scrutiny and needed attention to detail – plus perhaps pressure from their banks and lawyers – advocated the issuers’ management team hand-off the S-1 to an experienced filer. Going public is VERY stressful…senior executives need to focus on the business, not on typesetting.

AKA: Brides should not bake their own wedding cake. (this video demonstrates what a drafting session looks like – phew)

Fiscal forensics: The S-1 file hand-off may have caused the dramatic fee increase. The company paid for both DIY and traditional service. Even if Vintage Filings was given the hand-off, we’d also have to re-key the entire S-1 into our filing (typesetting/editing/filing) workflow platform. In this exact case, had the company worked with us from the initial S-1 to pricing, they would have cut their costs in half and more importantly, not burned their valuable time.

XBRL portals are excellent for filing XBRL. XBRL portals are especially excellent for companies who have in-house accounting experts. We have dozens of clients who work as such via our fleXBRL. We also have clients who prefer (need) full service.

Our view? Don’t self-file an S-1. Too many steps. Too many cooks. If you are organized, the cost can be very contained. At least with Vintage Fillings.  

Have a great day.

The SEC is closed for Presidents’ Day: Monday, February 17th

In honor of Presidents’ Day, the SEC is closed on Monday, February 17, 2014. No files can be received.

Files submitted after 5:30 pm ET, February 14, 2014 will receive a filing date of February 18, 2014 and will be posted to the public on February 18, 2014 at 6:00 am ET.

PRES

Need something to do over the long weekend? Click the photo above and order our new FREE 2014 SEC Reporting Rules: 10-K, 10-Q, 8-K and PROXY Guidebooks for Accounting Professionals & Law Firms

As with other holiday closings, the following file types will receive a Friday, February 14, 2014 filing date if filed by 10:00 pm ET on Friday:

  • Form 13H filings
  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)

For any filing with a due date of Monday, February 17, 2014, the SEC will move the due date to the next business day, Tuesday, February 18, 2014.

Have a great day.

What a difference a day (or millisecond) can make

You may have read an article in today’s Wall Street Journal concerning High Frequency Trading (HFT). Financial Regulations reporter and author Scott Patterson published a new article uncovering the impact a newswire can have on HFT – and that certain newswires’ distribution practices are giving these HFT firms a competitive edge over other investors.

The article – Speed Traders Get an Edge: Paying for Direct Access to News Releases Can Give a Lucrative Time Advantage  –  is available here for WSJ subscribers.

Levitt

We want to share with you our point of view on this important issue.  PR Newswire has, over its nearly 60 year history, worked to ensure that our clients’ material disclosures are disseminated fairly to all parties and are compliant with federal regulations for news dissemination and industry best practices.

Many market experts and financial pundits expanded the discussion, including from the “god-father of RegFD,” ex-SEC Chairman Arthur Levitt who shared that the points addressed in The Wall Street Journal article added to the “perception that markets favor large investors over small [and as a result] drives individual investors out.”

Our bottom-line is PR Newswire made a conscious business decision not to sell High Frequency (HFT) nor algorithmic trading firms our Disclosure Feed. We believe this decision serves the best interests of both our corporate clients and the capital markets.

Have a great day. 

The SEC just announced 255 reasons why microcap companies need an IR website

hammerThe SEC announced a major action today against 255 pump-and-dump companies.

From the SEC news release:

SEC Continues Microcap Fraud Crackdown, Proactively Suspends Trading in 255 Dormant Shell Companies.

The Securities and Exchange Commission today announced the latest actions in its microcap fraud-fighting initiative known as Operation Shell-Expel, suspending trading in 255 dormant shell companies ripe for abuse in the over-the-counter market. 

Since Operation Shell-Expel began in 2012, the SEC Enforcement Division’s Office of Market Intelligence has been cleaning up the microcap marketplace by scrutinizing penny stocks nationwide and identifying clearly inactive companies.  This has enabled the SEC to proactively suspend trading in several hundred dormant shell companies before fraudsters have an opportunity to manipulate them. 

Remarkably, the SEC published a handy alphabetical list of the names of all 255 companies.

Why these companies are 255 reasons to create an IR website:

OTC Markets is a viable, important market – not only for Emerging Growth Companies but for international corporations’ ADR listing, like Heineken N.V. (OTCQX: HEINY) that just listed on the OTC markets last week. (awesome!)

Unfortunately, the fraudulent pump-and-dump schemes can taint the entire microcap brethren. Ethical corporations, on ALL EXCHANGES, need to demonstrate their commitment to transparency – and an investor relations website is the easiest media to do that. In fact, only 27% of investors reported they would invest in a company that did not show its transparency via an IR website.  ( see report here )

Helping microcaps is a specialty for us… beginning with their S-1, right through into the shareholder communications. We actively turn away business from stock-promoters and rant against pumpers often here on this blog.

We invite microcap companies to speak with us about using transparency as differentiation.  We have special microcap solutions, realistically priced-tiered. Use this form.

Have a great day.

Vintage Filings ranked high as SEC filing provider for 2013 by SECinfo. com

The beauty of being in the SEC compliance business is that our efforts are 100% transparent. Many 3rd party sites and feeds measure filings… the ultimate “client testimonial.” Once again, Vintage Filings has made the top three, just behind the legacy firms.

SECINFO

2013 was a terrific year. We celebrated our tenth anniversary. We expanded our IPO transactions business and hosted many drafting sessions in our new space within PR Newswire’s office. (watch video)  We updated our typesetting systems, further enhancing speed and accuracy. Our fleXBRL program has helped hundreds of companies make XBRL filing less burdensome (workflow and cost). Heck… we even sold an IR Room (investor relations website) every 3.6 business days.

Bottom-line. Why did we do so well in 2013? Accuracy and fair pricing. Compare our fee structure for yourself.  Click here to get information and a quote. 

Kudos to our product and sales people for making marketing and blog writing so easy! 

Have a great day.