How Investors Consume Content Q#12: When researching NEW stock investment opportunities, do you read the Annual Reports of those companies?

The annual report is your yearly autobiography; don’t waste the visual story-telling it quite literally delivers.

Question #11 looked at your current investors’ appetite for this document. As you’ll read below, potential investors are very similar. What are you saying to this 60% besides just the previous year’s results? Are you setting the stage for “what’s next?” You’ve got their attention. 

How Investors Consume Content Q#12: When researching NEW stock investment opportunities, do you read the Annual Reports of those companies?

Click image to enlarge.

ACTION ITEM 1: Each year we help issuers prepare for their next annual report budget by auditing their most current.  Simply upload your 2013 annual report PDF here.

ACTION ITEM 2: We print hundreds of annual reports. If you’d like to see samples of our print quality, please use this quick form.

Have a great day

 

IPOs and Transactions: November 3 – 7

There were 69 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Computron Inc. w/ Eilers Law Group PA and QTS Realty Trust Inc. w/ Hogan Lovells US LLP.

We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value.

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Registrant Symbol Form Exchange Law firm / Advisor
AERIE PHARMACEUTICALS INC AERI S-3 Nasdaq Aerie Pharmaceuticals, Inc.
GULFPORT ENERGY CORP GPOR S-4 Nasdaq Akin Gump Strauss Hauer & Feld LLP
ALLSTATE LIFE INSURANCE CO ~ S-3 ~ Allstate Life Insurance Company
LDR HOLDING CORP LDRH S-3 Nasdaq Andrews Kurth LLP
ATLAS ENERGY GROUP, LLC ~ 10-12B ~ Atlas Energy Group, LLC
ONCOR ELECTRIC DELIVERY CO LLC ~ S-4 ~ Baker & McKenzie LLP
RICE MIDSTREAM PARTNERS LP ~ S-1 ~ Baker Botts L.L.P.
CONTINENTAL BUILDING PRODUCTS, INC. CBPX S-1 NYSE Baker Botts L.L.P.
TGC INDUSTRIES INC TGE S-4 Nasdaq Baker Botts L.L.P.
TRANSENTERIX INC. TRXC S-3 NYSE Ballard Spahr LLP
GLADSTONE LAND CORP LAND S-11 Nasdaq Bass, Berry & Sims PLC
LISSOME TRADE CORP. ~ S-1 ~ Bauman & Associates Law Firm
DOMINOVAS ENERGY CORP DNRG S-1 OTC Bauman & Associates Law Firm
GEN3BIO, INC. ~ S-1 ~ Brunson Chandler & Jones, PLLC
JAMES RIVER GROUP HOLDINGS, LTD. ~ S-1 ~ Bryan Cave LLP
RING ENERGY, INC. REI S-3 NYSE Burleson LLP
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP ~ S-3 ~ Cadwalader, Wickersham & Taft LLP
BECTON DICKINSON & CO BDX S-4 NYSE CareFusion Corporation
NUVEEN TECHNOLOGY OPPORTUNITIES FUND ~ N-2 ~ Chapman and Cutler LLP
INOTEK PHARMACEUTICALS CORP ~ S-1 ~ Cooley LLP
CYMABAY THERAPEUTICS, INC. CBAY S-3 Nasdaq Cooley LLP
NEW MOON B.V. ~ S-4 ~ Cravath, Swaine & Moore LLP
CYMABAY THERAPEUTICS, INC. CBAY S-3 Nasdaq CymaBay Therapeutics, Inc.
EARTH BRAND HOLDINGS, INC. ~ S-1 ~ David Lubin & Associates, PLLC
TGC INDUSTRIES INC TGE S-4 Nasdaq Dawson Geophysical Company
CAREY CREDIT INCOME FUND ~ 10-12G ~ Dechert LLP
INTERNATIONAL STEM CELL CORP ISCO S-1 OTC DLA Piper LLP
MIDWAY GOLD CORP MDW S-3 NYSE Dorsey & Whitney LLP
COMPUTRON, INC. ~ S-1 ~ Eilers Law Group, PA
MILLENNIUM INVESTMENT & ACQUISITION CO INC. SMCG N-2 OTC Ellenoff Grossman & Schole LLP
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. EIGI S-3 Nasdaq Endurance International Group Holdings, Inc.
FDO HOLDINGS, INC. ~ S-1 ~ FDO Holdings, Inc.
WISCONSIN PUBLIC SERVICE CORP WSPBP S-3 OTC Foley & Lardner LLP
AERIE PHARMACEUTICALS INC AERI S-3 Nasdaq Fried, Frank, Harris, Shriver & Jacobson LLP
CONTINENTAL BUILDING PRODUCTS, INC. CBPX S-1 NYSE Gibson, Dunn & Crutcher LLP
KITARA MEDIA CORP. KITM S-4 OTC Gibson, Dunn & Crutcher LLP
INOTEK PHARMACEUTICALS CORP ~ S-1 ~ Goodwin Procter LLP
PERNIX THERAPEUTICS HOLDINGS, INC. PTX S-3 Nasdaq Goodwin Procter LLP
KITARA MEDIA CORP. KITM S-4 OTC Graubard Miller
PLATFORM SPECIALTY PRODUCTS CORP PAH S-1 NYSE Greenberg Traurig, P.A.
TGC INDUSTRIES INC TGE S-4 Nasdaq Haynes and Boone, LLP
QTS REALTY TRUST, INC. QTS S-3 NYSE Hogan Lovells US LLP
DEER VALLEY ACQUISITION CORP ~ 10-12G ~ James Cassidy, Esq.
ELM VALLEY ACQUISITION CORP ~ 10-12G ~ James Cassidy, Esq.
FOX VALLEY ACQUISITION CORP ~ 10-12G ~ James Cassidy, Esq.
OAK VALLEY ACQUISITION CORP ~ 10-12G ~ James Cassidy, Esq.
OWL VALLEY ACQUISITION CORP ~ 10-12G ~ James Cassidy, Esq.
REDWOOD VALLEY ACQUISITION CORP ~ 10-12G ~ James Cassidy, Esq.
SPRUCE VALLEY ACQUISITION CORP ~ 10-12G ~ James Cassidy, Esq.
PMFG, INC. PMFG S-3 Nasdaq Jones Day
NUVEEN TECHNOLOGY OPPORTUNITIES FUND ~ N-2 ~ K&L Gates LLP
PRIMO WATER CORP PRMW S-3 Nasdaq K&L Gates LLP
MOMO INC. ~ F-1 ~ Kirkland & Ellis International LLP
SAGENT PHARMACEUTICALS, INC. SGNT S-3 Nasdaq Kirkland & Ellis LLP
ZOE’S KITCHEN, INC. ZOES S-1 NYSE Kirkland & Ellis LLP
ALPINE 4 AUTOMOTIVE TECHNOLOGIES LTD. ~ S-4 ~ Kirton | McConkie
FDO HOLDINGS, INC. ~ S-1 ~ Latham & Watkins LLP
TERRYVILLE MINERAL & ROYALTY PARTNERS LP ~ S-1 ~ Latham & Watkins LLP
PLATFORM SPECIALTY PRODUCTS CORP PAH S-1 NYSE Latham & Watkins LLP
ZOGENIX, INC. ZGNX S-3 Nasdaq Latham & Watkins LLP
ZOE’S KITCHEN, INC. ZOES S-1 NYSE Latham & Watkins LLP
PANEX RESOURCES INC. DBGF S-1 OTC Law Office of Conrad C. Lysiak, P.S.
IVDESK HOLDINGS, INC. ~ S-1 ~ Michael A. Littman, Atty.
JOBBOT INC. ~ S-1 ~ Mintz & Fraade, P.C
NEW MOON B.V. ~ S-4 ~ Mylan Inc.
KRAIG BIOCRAFT LABORATORIES, INC KBLB S-1 OTC Ofsink, LLC
UROPLASTY INC UPI S-3 Nasdaq Oppenheimer Wolff & Donnelly LLP
INPHI CORP IPHI S-3 NYSE Pillsbury Winthrop Shaw Pittman LLP
FDO HOLDINGS, INC. ~ S-1 ~ Proskauer Rose LLP
INTERCLOUD SYSTEMS, INC. ICLD S-3 Nasdaq Pryor Cashman LLP
ROCKET FUEL INC. FUEL S-3 Nasdaq Rocket Fuel Inc.
MILLENNIUM INVESTMENT & ACQUISITION CO INC. SMCG N-2 OTC Ryley Carlock & Applewhite
RIGHTSCORP, INC. RIHT S-1 OTC Sichenzia Ross Ference Friedman LLP
MEDBOX, INC. ~ S-1 ~ Sichenzia Ross Friedman Ference LLP
SORRENTO THERAPEUTICS, INC. SRNE S-3 Nasdaq Sichenzia Ross Friedman Ference LLP
SIERRA MADRE MINING ~ S-1 ~ Sierra Madre Mining, Inc.
TALEN ENERGY CORP ~ S-1 ~ Simpson Thacher & Bartlett LLP
MOMO INC. ~ F-1 ~ Skadden, Arps, Slate, Meagher & Flom LLP
AUTOHOME INC. ATHM F-1 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
BECTON DICKINSON & CO BDX S-4 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
BUILDERS FIRSTSOURCE, INC. BLDR S-3 Nasdaq Skadden, Arps, Slate, Meagher & Flom LLP
NUVOLA, INC. ~ S-1 ~ Stoecklein Law Group, LLP
SIRRUS CORP. ~ S-1 ~ Szaferman, Lakind, Blumstein, & Blader, P.C.
TERRYVILLE MINERAL & ROYALTY PARTNERS LP ~ S-1 ~ Vinson & Elkins L.L.P.
RICE MIDSTREAM PARTNERS LP ~ S-1 ~ Vinson & Elkins L.L.P.
NISKA GS HOLDINGS I, L.P. ~ S-3 ~ Vinson & Elkins LLP
TALEN ENERGY CORP ~ S-1 ~ Vinson & Elkins LLP
BECTON DICKINSON & CO BDX S-4 NYSE Wachtell, Lipton, Rosen & Katz
JAMES RIVER GROUP HOLDINGS, LTD. ~ S-1 ~ Willkie Farr & Gallagher LLP
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. EIGI S-3 Nasdaq Wilmer Cutler Pickering Hale and Dorr LLP
CAREY CREDIT INCOME FUND ~ 10-12G ~ Wilmington Trust, National Association
ROCKET FUEL INC. FUEL S-3 Nasdaq Wilson Sonsini Goodrich & Rosati PC
AUTOHOME INC. ATHM F-1 NYSE Wilson Sonsini Goodrich & Rosati, P.C.
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. PACB S-3 Nasdaq Wilson Sonsini Goodrich & Rosati, P.C.

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors. Click here and opt-in to receive this weekly summary via email.

Click here to review the week’s underwriters.

Have a great week.

IPO Underwriters of the Week: November 3 – 7

Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
ALLSTATE LIFE INSURANCE CO S-3 Allstate Distributors, L.L.C. ~ ~
PLATFORM SPECIALTY PRODUCTS CORP S-1 Barclays Capital Inc. Nomura Securities International, Inc. Credit Suisse Securities (USA) LLC / UBS Securities LLC
RICE MIDSTREAM PARTNERS LP S-1 Barclays Capital Inc. ~ ~
TERRYVILLE MINERAL & ROYALTY PARTNERS LP S-1 Barclays Capital Inc. ~ ~
KRAIG BIOCRAFT LABORATORIES, INC S-1 Calm Seas Capital, LLC ~ ~
AERIE PHARMACEUTICALS INC S-3 Cantor Fitzgerald & Co. ~ ~
CYMABAY THERAPEUTICS, INC. S-3 Cantor Fitzgerald & Co. ~ ~
ZOGENIX, INC. S-3 Cantor Fitzgerald & Co. ~ ~
CONTINENTAL BUILDING PRODUCTS, INC. S-1 Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC RBC Capital Markets, LLC / Barclays Capital Inc. / Deutsche Bank Securities Inc.
INOTEK PHARMACEUTICALS CORP S-1 Cowen and Company, LLC Piper Jaffray & Co. Canaccord Genuity Inc. / Nomura Securities International, Inc.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP S-3 Credit Suisse Securities (USA) LLC ~ ~
AUTOHOME INC. F-1 Deutsche Bank Securities Inc. Goldman Sachs (Asia) L.L.C. ~
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. S-3 Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC ~
ZOE’S KITCHEN, INC. S-1 Jefferies LLC Piper Jaffray & Co. Robert W. Baird & Co. Inc. / William Blair & Company, L.L.C.  / Stephens Inc. / Stifel, Nicolaus & Company, Inc.
JAMES RIVER GROUP HOLDINGS, LTD. S-1 Keefe, Bruyette & Woods, Inc. UBS Securities LLC FBR Capital Markets & Co. / BMO Capital Markets Corp. / KeyBanc Capital Markets Inc. / SunTrust Robinson Humphrey, Inc. / Scotia Capital (USA) Inc.
DOMINOVAS ENERGY CORP S-1 Kodiak Capital Group, LLC ~ ~
FDO HOLDINGS, INC. S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Goldman, Sachs & Co. Barclays Capital Inc. / J.P. Morgan Securities LLC / Jefferies LLC / Credit Suisse Securities (USA) LLC / Wells Fargo Securities, LLC / Houlihan Lokey Capital, Inc.
SORRENTO THERAPEUTICS, INC. S-3 MLV & Co. LLC ~ ~
ALLSTATE LIFE INSURANCE CO S-3 Morgan Stanley & Co. Inc. ~ ~
MOMO INC. F-1 Morgan Stanley & Co. International PLC Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC / China Renaissance Securities (Hong Kong) Limited
NUVEEN TECHNOLOGY OPPORTUNITIES FUND N-2 Nuveen Securities ~ ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Have a great week.

RegFD faux pas is the least of General Counsel’s social media worries

At this week’s NYSE Governance’s General Counsel Forum, I was fortunate to attend the best social media panel I have ever heard.  And I’ve heard a lot.

Why was it so good?

  • Extremely refreshing to meet General Counsel who embrace social media’s fluidity and who proactively work to mitigate social media risk without neutering it’s potential
  • Reaffirming for the investor relations’ practice that GCs trust IRO’s judgment towards the disclosure of material non-public information via social media
  • Embarrassingly obvious how myopic we “IR service providers” are in regard to social media

Extremely: The number one social media challenge for companies is far from RegFD slip-ups. For social media, GCs are focused on the triage of privacy, ethics and policy management – all to keep their organization from the ever-present microscope of the National Labor Relation Board (NLRB). Social media policies typically restrict what employees can say about their company. However, due to Section 7 protections, the NLRB scrutinizes such policies heavily, especially if a policy infringes upon speech about working conditions. Free and protected speech must be just that. Free and protected. This is the stuff of HUGE lawsuits. Hardly a the blip of a Wells Notice.

VintageontheNYSEfloor

Reaffirming: After the formal presentation, I spoke to GCs about IR. None of them had an iota of anxiety about the disclosure of material non-public information via social media. They all stated that – as far as they were concerned – social media is no different from any other disclosure channel… and that IR knew what was needed in regard to RegFD. To quote: “We can simply protect ourselves with an 8-K if there is an issue.” BAM!

So, what are the shareholder communications take-aways from the session?

  • Monitor the socialsphere. All the GCs on the panel do that within their legal department. They don’t leave it to PR or marketing. This is particularly important to the financial services organizations that are required to act on a “nasty tweet” as a formal customer complaint. GCs recommend using a pay-per product [like our Agility] or free services like Google Alerts.
  • Social media has made crisis communications a real-time event. You cannot sit around for three days and draft an action. You have to work at the speed-of-web. Be cognizant and staffed for that. Don’t hire “college interns” to “do social media.” They will know the technology, but lack maturity.
  • You cannot regulate employees’ social media use. You can guide them, offer true-life examples and explain the risks you are trying to control and how it impacts success – personally and collectively.

Embarrassingly: Is social media important to IR? Yes! No! Maybe! Find the path that works best for your shareholder communications strategies and goals, whether you want core hands-free auto-post tweeting, schedule pre-scripted tweets around the earnings call or fully embrace consistent conversation. Social media channels are far too fluid for any advice to be solid from one week to the next.

  • No matter what else you read, there is only one “IR and Social Media Best Practice” to follow. Use your $cashtag, otherwise you are wasting your time.
  • But, hey, don’t listen to me.

Have a great weekend.

SEC closed for Veterans Day: Tuesday, November 11

Semper Fi, Dad.

Semper Fi, Dad. (Korean War)

In honor of Veterans Day, the SEC is closed on Tuesday, November 11, 2014. No files can be received.

Files submitted after 5:30 pm ET, Monday, November 10, 2014 will receive a filing date of Wednesday, November 12, 2013 and will be posted to the public on November 12.

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

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

For any filing with a due date of Tuesday, November 11, 2014, the SEC will move the due date to the next business day, Wednesday, November 12, 2014.

Have a great day.

Adding our expertise to the NYSE General Counsel Forum, Nov 5 – 6

NYSEBANNER

Love that logo in the halls of the NYSE!

Following up their superb Boardroom Summit, the NYSE is hosting a forum of top General Counsel from their issuer-base. Vintage is pleased to be involved as further recognition of our intelligent value and experience.

We’re very active with counsel during many phases of a company’s growth – beginning with their IPO. (Download whitepaper here) Today’s and tomorrow’s agenda gives real insight on what GCs are watching in 2015.

Topics include:

  • Looking Ahead: Governance, Risk and Compliance in 2015
  • The Role of the GC in Crisis Management
  • Inside the Minds of GCs – Top Issues and Challenges
  • The GC’s Role in Corporate Governance and the New World of Shareholder Activism
  • M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done
  • Compliance 3.0: Advancing Corporate Compliance and Integrity Efforts
  • Engaging Your Board: Communicating, Training and Soliciting Feedback
  • Social Media in the Workplace and the Impact on Risk and Compliance

“We’re pleased to add Vintage to our quiver of experts,” said Ty Francis, Vice President & Publisher, NYSE Governance Services. “Their practical product experience for regulatory compliance and investor relations complements our other conference series partners and sponsors perfectly.

Our corporate audiences will find their knowledge of the tactical execution of compliance and shareholder communications extremely useful.”

Look for us.

Have a great day.

The EDGAR time-lag is not high frequency traders’ conspiracy. But it is why XBRL is needed.

Recent articles by the WSJ’s industry watchdog Scott Patterson highlighted academic research that showed that some (assumedly professional) investors are receiving SEC EDGAR files moments-to-minutes before retail investors via a dedicated paid subscription feed. This paid feed is in comparison to the files being openly available on the SEC.gov EDGAR site… free for anyone.

From the WSJ:

The studies were the latest indication that some superfast, sophisticated trading firms enjoy an advantage over other investors, echoing previous cases in which high-frequency traders received corporate news releases or key data on the U.S. economy milliseconds before competitors.

It wasn’t clear whether the change in timing was the result of action by the SEC, a contractor running a direct feed or simply stemmed from technology glitches in its distribution system.

In this case, unlike the high frequency traders’ conscious effort to game the system, this is more likely to be a result of “left-overs” from pre-2002.

SEC_balloon

 

Allow me to explain: up until May 2002, the SEC did not publish issuers’ SEC files when they received them – their website technology took up to 48 hours!

I know this first-hand via the shareholder communications business - as to populate the SEC files on investor relations websites, we bought a separate “real-time” feed from ye olde’ Edgar Online. Besides, being pert-near instantly available (to advance corporate transparency), the commercial feed was also property parsed for import. In fact, all IR website vendors still buy a feed from a 3rd party – not the SEC. I doubt the research looked at the EDGAR file publishing timing on an issuers own IR website.

Obviously, this data formatting is a necessity for Street portals like Bloomberg. It’s a tried and true data feed that the portals have used for years – long before the SEC itself went real-time. No conspiracy. Just the reality of the data business.

From the WSJ:

Still, the episode underscores how outmoded the system has become, say securities experts.

“It’s an ancient computer system that is processing more and more data than it was designed for,” said Scott Kimpel, a partner at law firm Hunton & Williams LLP.

The SEC is in the early stages of a multiyear modernization of the system. Ms. White said in congressional testimony earlier this year that the effort would simplify the financial-reporting process and ensure investors have access to better data.

This is where the evolution to XBRL will level the playing field compared to EDGAR. One single source – directly verified by both issuer and SEC. Will XBRL curtail the nefarious appetite of high frequency traders? – of course not, but at least the SEC will not be accused as an enabler.

This discussion above makes my XBRL rant even more “interesting.”

Have a great day.