Monthly Archives: September 2016

REPORT: 84% of Wall Street read their holdings’ annual reports

The annual report is a key publication, both as a historical document and as a “visual voice” for a company’s future. New research (below) shows that only 11% of institutional investors report they don’t read it.



With such a high percentage of people reading the annual report, a valuable discussion for companies to have is how to not waste the marketing opportunity the annual report – literally – delivers. In fact, our print processes improve each year to help issuers maintain the “glossy” part and not just wrap the financial SEC 10-K. Both parts tell a story.

Furthermore, Vintage’s “Annual Report Journey” delivers a cohesive design: print – file – online – video – investor relations program.

One way to investigate your opportunity and budget (and creative design) is to audit your last year’s annual report. Simply upload your 2015 annual report PDF here.


About the study

Initially launched in 2012, the Shareholder Confidence 365 Study is an ongoing survey targeted at two key constituents with whom public companies communicate: institutional investors and individual investors. It was the first study of its kind — directly asking investors how they consume investor relations content. In 2014, we published an updated study.

For this 2016 iteration, we have segmented and compared the results between institutional investors and individual investors. To date. we have accumulated over 6,870 responses from a pool of 16,000 buy-side analysts & portfolio managers and from over 15,000 long-term holding retail investors. There are 29 questions.

Questions include:

  • How often do you visit IR websites?
  • Why do you visit IR websites?
  • Do you use Twitter for stock research?
  • Would a CEO video instill trust?
  • Do you use earnings estimates?

The inbound response ratio is 1:3, Wall Street to Main Street. All of the data is unedited, except for any typos within the comments and the exclusion of inappropriate comments.

Click here to request the free Shareholder Confidence 365 Study.

“I appreciate you and your team for scrambling to get this filed for me. Thanks!”

Fast turns and spot-on execution has redefined Vintage, helping us to be a top three solution in North America. Our work is highlighted every Monday in our “IPOs and Transactions of the Week” blog and email.  Importantly, our week’s success is further highlighted (and celebrated) by the appreciative notes our operations people receive each day from our clients.


We can’t not share the good news (anonymized for privacy). Sales can offer you full named references.

Here is just a handful of the week’s notes: 



Kudos to our Mutual Funds team

Thank you very, very much guys. Really appreciate your assistance in getting this done.



.Kudos to our XBRL team

I truly appreciate your walking me thru the process and the diligent rapid-fire response on everything.

As indicated below, I didn’t want to keep your Friday afternoon heroics a secret. It’s great to be back in business with your company!



.Kudos to our EDGAR team

Once, again, I want to thank you and the Vintage team for great service and accurate, quick turns.



.Kudos to our XBRL team

Thanks for our excellent service for the XBRL and Edgar of our 20F.



.Kudos to our EDGAR team

With three whole minutes to spare!  Piece of cake! Team, you guys did an amazing job! Thank you to all!



.Kudos to our Typesetting team

Appreciate all that Vintage does to help us meeting our filing deadlines. Pretty work!!


Our rebrand was not just a logo change – it was a systemic and cultural reform throughout our operations. Our president, Liam Power, challenged his team to deliver the industry’s intelligent value, measured as fast turns and spot-on execution of services. You can meet Liam Power on this video. 

Thanks to our experts for delivering intelligent value!

SEC to speak indepth about inline XBRL: industry webinar

This past June, the Securities and Exchange Commission (SEC) announced that public companies have the option to file their Forms 8-K, 10-Q, 10-K, 20-F and 40-F in a financial disclosure format known as Inline XBRL, also referred to as iXBRL. iXBRL is the merging of two distinctly different document formats – machine-readable XBRL and “people-readable” HTML into a single document.

Currently, the SEC requires that corporate issuers file their financial reports with the SEC in both XBRL and HTML.glasses2

The SEC believes iXBRL will decrease filing preparation costs and improve the quality of structured XBRL data. To quote Ford, quality is job #1 for all involved – improving data quality will advance the adoption (and data trust) of XBRL by Street portals and thus, investors.

At the time of the SEC’s June announcement, some issues were a bit vague regarding iXBRL. Here’s your chance for more clarity.

There is also an option (fifty bucks) to get CPE credit.

All Vintage clients will have the ability to file with iXBRL for the Q3 2016 filing season.

“The adoption of iXBRL has great potential to simplify the review process for our clients,” said Liam Power, President, Vintage. “Eliminating the duplicate tasks of reviewing, editing and approving the same financial information on two different documents is clearly the intelligent, next step in the evolution of structured data reporting and for our fleXBRL program. By design, our fleXBRL program adapts to meet the needs of our clients and of the SEC.”

Vintage fleXBRL is a leading reporting program that matches the internal workflow for companies of all market-cap and filing complexity:

  • fleXBRL Complete: Flexible XBRL tagging process between Vintage and client’s on-staff financial team. Our XBRL Dedicated Accountants execute taxonomy tagging process while clients have real-time web portal / Microsoft Office oversight to review, directly edit and submit both XBRL and associated HTML EDGAR files at any time up to filing deadline.
  • fleXBRL Command:100% self-serve web portal / Microsoft Office solution for companies with on-staff XBRL specialist(s).  XBRL and associated HTML EDGAR files can be submitted to the SEC at any time up to filing deadline.
  • fleXBRL Core: Traditional XBRL tagging and filing solution. All tagging, timeline management and final filing executed by Vintage XBRL specialists. Adherence to filing workflow timeline is essential.

Please CLICK HERE  for more information about fleXBRL.


PR departments work with financial journalists almost 2:1 over IR

Last month, with the release of our fifth annual Social Journalism Study, we provided an in-depth look at journalists’ perspectives on social media – globally –  and how their understanding and usage of social media has evolved. You can get the report here.

Many key findings were disclosed, including:

  • Journalists believe social media is most important for publishing and promoting content and interacting with audiences
  • Facebook and Twitter are the top platforms, but most journalists use a variety of social media
  • About half of U.S. journalists feel they could not carry out their work without social media
  • Most journalists feel they are more engaged with their audiences because of social media
  • A majority of journalists have a good relationship with their PR contacts, though less than half consider them to be reliable sources
  • Email continues to be the preferred form of contact between journalists and PR professionals, but social media follows closely behind

From this, the discussion moved from PR to IR and their interactions with journalists. It occurred to me that I had never read a report on the interactions IR actually have with financial journalists. So we asked our IR Room clients and  other IROs. We received 236 responses.


As you see, we have a reverse bell curve, with close to 2:1 for IR departments not interacting with financial journalists.

“[When] possible I bring key financial journalists to the attention of PR and advocate for proactive interaction with them.”

“We used to have a communication manager that maintained contact with media, but with the energy downturn this role has been pushed to IR. With that said, IR responds to incoming requests but does not actively foster relationships with the media.”

The other interesting point is that the IR departments that are proactive (“yes’) towards targeting journalists are all small cap and below, and the largest parentage of “no” are large and above.

Lastly, reviewing these two findings again…

  • About half of U.S. journalists feel they could not carry out their work without social media
  • Most journalists feel they are more engaged with their audiences because of social media

… illustrates that social media is absolutely both a source and an audience that investor relations, albeit kicking and screaming, need to listen to.


IPOs and Transactions: Sept. 19 -23 / plus “M&A pitfalls” whitepaper

There were 34 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Senestech Inc. / Dickinson Wright PLLC and Summit Law Group PLLC, Albany Molecular Research Inc. w/ Goodwin Procter LLP, Aytu Bioscience Inc. w/ Sichenzia Ross Friedman Ference LLP and Wyrick Robbins Yates & Ponton LLP and Global Net Lease Inc. w/ Proskauer Rose LLP.

(M&A whitepaper available here)700_email-banneMM2

The week’s full market activity:

Law firm / advisor Registrant Symbol Form Industry
Albany Molecular Research, Inc. ALBANY MOLECULAR RESEARCH INC AMRI S-3 Physical & biological research
Andrews Kurth LLP MANEGAIN INC ~ 1-A Surgical, medical instruments
Applied Minerals, Inc. APPLIED MINERALS INC AMNL S-1 Gold & silver ores
ARC287BC Corp. ARC287BC CORP ~ 1-A ~
Axelrod, Smith & Kirshbaum TORCHLIGHT ENERGY RESOURCES INC TRCH S-1 Crude petroleum & natural gas
Corporation Trust Company YUM CHINA HOLDINGS INC ~ S-1 Retail – eating places
Davis Polk & Wardwell LLP IRHYTHM TECHNOLOGIES INC ~ S-1 Surgical, medical instruments
Dickinson Wright PLLC SENESTECH INC ~ S-1 Agricultural chemicals
Dickinson Wright PLLC MONAKER GROUP INC 6NIN S-1 Advertising
Dorsey & Whitney LLP LUCAS ENERGY INC LEI S-3 Crude petroleum & natural gas
Dorsey & Whitney LLP ENTEROMEDICS INC ETRM S-1 Electromedical & electro- therapeutic
Goodwin Procter LLP ALBANY MOLECULAR RESEARCH INC AMRI S-3 Physical & biological research
Graubard Miller TECNOGLASS INC TGLS S-1 Blank checks
Jones Day DIEBOLD INC DBD S-4 Calculating & accounting machines
Kaufman & Canoles, P.C. RECON TECHNOLOGY LTD RCON S-3 Oil & gas field services, not elsewhere classified
Kirkland & Ellis LLP NAVISTAR INTERNATIONAL CORP NAV S-3 Motor vehicles & passenger car bodies
Koldeck Inc. KOLDECK INC ~ S-1 ~
Laclede Gas Company LACLEDE GAS CO SR S-3 Natural gas distribution
Latham & Watkins LLP SMART SAND INC ~ S-1 Mining & quarrying nonmetallic minerals
Locke Lord LLP ION GEOPHYSICAL CORP IO S-3 Oil & gas field exploration services
Loeb & Loeb LLP SMITH MICRO SOFTWARE INC SMSI S-3 Prepackaged software
Loev Law Firm, PC MONAKER GROUP INC 6NIN S-1 Advertising
Lucosky Brookman LLP DAT CHAT INC ~ 1-A ~
Maslon LLP SKYLINE MEDICAL INC SKLN S-3 Orthopedic, prosthetic & surgical appliances & supplies
Mintz Fraade Law Firm, P.C. CLANCY CORP ~ S-1 ~
Mitchell Silberberg & Knupp LLP HELIOS & MATHESON ANALYTICS INC HMNY S-3 Business services
Reed Smith LLP FNB CORP/PA/ FNB S-4 Banks
Sichenzia Ross Friedman Ference LLP MY SIZE INC MYSZ S-3 Electromedical & electro- therapeutic
Sichenzia Ross Friedman Ference LLP AYTU BIOSCIENCE INC RSWN S-1 Educational services
Skadden, Arps, Slate, Meagher & Flom LLP FNB CORP/PA/ FNB S-4 Banks
Smith, Gambrell & Russell, LLP SANUWAVE HEALTH INC SNWV S-1 Surgical, medical instruments
Summit Law Group, PLLC SENESTECH INC ~ S-1 Agricultural chemicals
Sutherland Asbill & Brennan LLP OWL ROCK CAPITAL CORP II ~ N-2 ~
Vinson & Elkins L.L.P. SMART SAND INC ~ S-1 Mining & quarrying nonmetallic minerals
Wachtell, Lipton, Rosen & Katz EXPEDIA INC EXPE S-4 Transportation services
Wilson Sonsini Goodrich & Rosati PC IRHYTHM TECHNOLOGIES INC ~ S-1 Surgical, medical instruments
Wyrick Robbins Yates & Ponton LLP AYTU BIOSCIENCE INC RSWN S-1 Educational services
Yadkin Financial Corp. FNB CORP/PA/ FNB S-4 Banks

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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: Sept. 19 – 23 / plus “M&A pitfalls” whitepaper

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.

700_email-banneMM2(M&A whitepaper available here)

The week’s full market activity:

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
JAGUAR ANIMAL HEALTH INC S-1 Aspire Capital Fund, LLC ~ ~
SMART SAND INC S-1 Credit Suisse Securities LLC Goldman, Sachs & Co. ~
IRHYTHM TECHNOLOGIES INC S-1 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Canaccord Genuity Inc. / BTIG, LLC
AYTU BIOSCIENCE INC S-1 Joseph Gunnar & Co., LLC Feltl and Company, Inc. Fordham Financial Management, Inc.
ENTEROMEDICS INC S-1 Ladenburg Thalmann & Co. Inc. ~ ~
XENCOR INC S-3 Piper Jaffray & Co. ~ ~
SENESTECH INC S-1 Roth Capital Partners, LLC ~ ~
MONAKER GROUP INC S-1 ViewTrade Securities, Inc. ~ ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and shareholder communications.

Click here to review the week’s IPOs and active securities law firms.

Have a great week

Mini-IPOs out number conventional IPOs, YTD

Today, the WSJ published a piece headlined Wall Street’s IPO Business: The Worst in 20 Years that chirpily reminded us that 2016 has been a dour year for IPOs.

“As of last Friday, just 68 companies had gone public on U.S. exchanges this year, raising $13.7 billion, according to Dealogic. At this point in 2015, 138 companies had listed on U.S. exchanges, raising $27.3 billion—a 62% drop from the same period in 2014.”

I propose another headline. Wall Street’s Mini-IPO Business: The Best in 20 Years.

68 companies via conventional IPOs… compared to 81 mini-IPOs via the Regulation A+ process. Agreeably, from the perspective of the WSJ article (impact on investment banks), it’s an apples to orange comparison, however from corporate quest for capital perspective – as well as the tangible “filing paperwork” perspective… a comparison can be made. (We know a lot about Reg A+)

In fact, many comparisons can be made.


As you see, above, Reg A+ is not without costs.   

  • Expense: Upfront legal and accounting costs to prepare filings and secure SEC approval and infrastructure for ongoing SEC reporting obligations.
  • Time consuming: Process of preparing (SEC estimates 750 hours) to prep Form 1-A and offering circular; SEC review and approval may take several months.
  • Disclosure tasks of being public company: Under Reg A+ Tier 2, issuer is a quasi-public company and required to publicly disclose its financial results on a semi-annual basis and file current reports to disclose material events. Under Tier 1 offering, financial statements must be publicly available on SEC website at offering.

Also, the SEC is watching the filings carefully. Just last week the SEC, in the first action of its kind, has temporarily suspended a Tier 2 Regulation A+ offering because the registrant had not filed its annual report.

We held an expert’s webinar that details out the differences, both pro and con. You can watch it here.


PS: Yes, I know, Reg A+ has only been with us since June 2015, well within my 20-year data-point.

Investor relations and content credibility

Investor Relations Officers – and their support network – have been deep into content marketing long before content marketers were into content marketing. The lessons that IR can share with marketing are  1.) truth, 2.) transparency and 3.) building content credibility.


That sounds pedestrian, however, the ramifications for a public company and its’ influencers’ content exaggeration has serious consequences via the SEC.

Washington D.C., Sept. 6, 2016 — 

The Securities and Exchange Commission today charged the CEO of a sexual health products retailer and a paid promoter with orchestrating fraudulent promotional campaigns to tout the company’s stock.

The SEC alleges that Scott S. Fraser, who also was a major shareholder in Las Vegas-based Empowered Products Inc., separately ran a newsletter publishing business and hired Nathan Yeung to secretly help him promote Empowered Products through online newsletter articles purportedly authored by independent writers. But Fraser and Yeung actually authored, authorized, and distributed the rosy articles about Empowered Products themselves, working under such pseudonyms as “Charlie Buck” and then hiring other promoters to disseminate the promotions to their respective subscriber lists in exchange for fees. Meanwhile the promotions failed to disclose that Empowered Products and Fraser approved and paid for the advertisements.

Washington D.C., Sept. 16, 2016 — 

The Securities and Exchange Commission today announced fraud charges in a scheme involving illegal stock sales and false financial filings of a company that makes containers for growing marijuana.

An SEC investigation found that William J. Sears orchestrated the scheme along with his brother-in-law Scott M. Dittman, who was the CEO and sole officer at Fusion Pharm Inc. while Sears concealed his control from behind the scenes. Sears and Dittman hired Cliffe R. Bodden to help them create fraudulent corporate documents that enabled Fusion Pharm to issue common stock to three other companies controlled by Sears, who then illegally sold the restricted stock into the market for $12.2 million in profits while hiding the companies’ connection to Fusion Pharm.

Washington D.C., Sept. 13, 2016 — 

The Securities and Exchange Commission today announced that a self-proclaimed “stock trading whiz kid” and his stock newsletter company in Los Angeles have agreed to pay nearly $1.5 million to settle charges that they defrauded subscribers through false statements and misrepresentations.

You get the point.  Per the SEC, painting a “rosy” picture is punishable.

Fraudulent “advertising” has always been with us – however in the hot buzz of content marketing, it’s detrimental. Exaggerative content marketing of your services may not have the legal gravitas of equity markets’ pump-n-dump, however its important to recognize the ease of fact-checking by prospects is instantaneous. Your content credibility is instantaneous. Building trust (to drive an audience further along the buyer’s journey) is instantaneous.

Two examples:

  • The current presidential environment – fact checking is a real-time action during live speeches.

Most all of content marketing discussions focus on the creation of quality work ie whitepapers, blogs, infographics, webinars. IR departments, unlike marketing, don’t have the same freedom to “create” content – so content credibility is paramount. The mantra we express to clients…

“Shareholder communications builds shareholder confidence. Shareholder confidence builds shareholder value.”  

…is their investor’s/buyer’s journey. Marketing certainly has better tracking mechanisms for their buyers, but the end product is the same. (Substitute the word “customer” in staed of “shareholder” and you’ll understand what I mean.)

Honing XBRL quality: FASB 2017 GAAP Taxonomy Release webinar

The Financial Accounting Standards Board (FASB) is preparing for their annual FASB Accounting Standards Updates – which includes changes to the 2017 XBRL taxonomies.

  • Date: Tuesday, October 4, 2016
  • Time: 1:00 pm EDT

In advance of the webinar, details of the changes can be viewed here. XBRL practitioners are also invited to comment.


Through this session, participants will gain a better understanding of how the changes in the 2017 Taxonomy Release will affect XBRL exhibits. Participants also will gain insight into expected changes as a result of ASUs, topical projects, and new structural components to assist with usability.

The agenda will include:

  1. Update from the SEC staff
  2. Proposed changes to the 2017 Taxonomy for new Accounting Standards Updates
  3. Update on Taxonomy Implementation Guides
  4. New structural components, including extensible lists and typed dimensions
  5. Overview of the 2017 Taxonomy Release, including the restructuring of change and deprecation labels.

The webinar is free. CLICK HERE

XBRL quality has been an ongoing challenge, for numerous reasons – least of all regulatory avoidance and “end-user” apathy. That’s quickly and finally changing – and kudos to FASB for always being a champion.

Vintage and our XBRL accountants are champs too!

The SEC is being questioned by the Chamber regarding Mutual Fund e-delivery reversal

This month, the leader of the U.S Chamber of Commerce, via their Center for Capital Markets Competitiveness, told SEC Chair Mary Jo White that they are “extremely dismayed” regarding the August announcement that the SEC has “abandoned proposed Rule 30e- 3, which would permit mutual funds to deliver reports to shareholders by making them available on the internet.” This reversal is reported to be a result of lobbyists for the paper industry.


From Tom Quaadman, executive vice president of the Chamber’s Center for Capital Markets:

“We believe that the SEC should move away from a 1930’s paper based model and embrace the information delivery systems used by the general public, including investors and the businesses they invest in. Backing away from the Proposed Rule, which would further support the ability of investors to choose between paper-based or electronic delivery of shareholder reports, is a major step backwards. In fact, we believe that this decision runs counter to the Commission’s tripartite mission of protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation and ignores the significant demand for electronic access to such documents.”

Juxtapose this with what the WSJ reported last month when they first wrote on the SEC backtrack:

“It’s easy to think the world has gone digital,” said John Runyan, a former lobbyist for International Paper Co. who now runs Consumers for Paper Options. “The trend lines are in that direction, but why do we want to disadvantage the people who are least likely to manage that transition?”

Mutual funds depicted themselves as progressives countering Luddites, and as ardent environmentalists. Paper mailings are a vestige of “a bygone era” when people used to go to stores to rent VHS tapes, David Blass, general counsel for the Investment Company Institute, an industry group, said in a March speech. “Count all the harmful compounds emitted during paper manufacturing—along with the massive amounts of waste that discarded paper produces,” he said, “and we’re absolutely crushing the environment here.”

And this:

Consumer groups warned the SEC proposal would reduce readership of important documents. “We simply have not yet reached the point in this country where a sufficient percentage of investors prefer to receive disclosures electronically to justify a default to electronic delivery,” Barbara Roper, the head of investor protection at the Consumer Federation of America, told the SEC.

Confused? What they are talking about is bringing Notice and Access into the Mutual Funds’ communications environment.

There is a VERY APPROPRIATE historical precedent here. Don’t ANY of these people own equities?

As most all know in the equities markets, Notice and Access was adopted in 2008 by corporate issuers for their annual report and proxy materials. It’s the formal regulatory defined process under which issuers and other soliciting entities can meet their proxy delivery requirements by posting proxy materials on a website, notifying shareholders of the availability of such materials and sending paper or email copies of such materials upon request. Digital documents and internet distribution is the default. Paper documents and hardcopy-mail distribution is the opt-in.

Currently, Mutual Fund fulfillment is still the opposite. Prospectuses and reports are printed and mailed by default and e-delivery is the opt-in. FYI: Our Mutual Funds teams support both media – for equities and funds. The front-end (detailed) work is exactly the same.

Order your free copy of this 30 page report. (click image)

Order your free copy of this 30 page report. (click image)

Now, if I were not such an optimistic person, regardless of the pundits above, I’d possibly imply that the battle over Rule 30e- 3 is not about shareholder transparency nor saving trees. The equities markets shaved millions off their IR budget… and (ignoring the detail that we are a top-thee EDGAR filer and financial printer) certainly and quite literally tons of 10-Ks and proxy books went directly into trash cans. That is undeniable.

One last point. Per the pundit above, I don’t know what is defined as a “sufficient percentage of investors,” but as you can read in our How are Investors Consuming your Investor Relations Content study, only 39% of Wall Street investors and 32% of Main Street investor prefer printed annual reports.