• I’ve previously reported on this blog about the Chapter 11 Bankruptcies of Florida Reprographics (Tampa, FL) and United Reprographics (Seattle, WA).

    Somewhat belated news, but I’m just now finding out about this; Nova Blue Reprographics, one of my former competitors in the Washington, DC market area, filed Chapter 11, back on January 14, 2011.

    This particular bankruptcy case is still on-going, and, based on the documents I reviewed this morning, this bankruptcy case will probably go on for quite some time.

    Nova Blue Reprographics was established by Richard Bartlett, back around 1965, so it is, most definitely, one of the “older” reprographics companies operating in the DC market area. Actually, Nova Blue’s primary reprographics operations are located in Northern Virginia suburban locations. To the best of my recollection, Nova Blue never established any operations in Washington, DC or in the Maryland suburbs. Evidently, Bartlett owns other reprographics operations in central Florida (Kissimmee, FL called “Ocean Blue”, is one of those. I don’t know if his other Florida locations are still operating.)

    Nova Blue was never considered to be a major player in the reprographics picture in the Washington-Baltimore Common Market Area, at least that’s my own personal opinion, having been in business in that Market Area, myself, from 1970 until 1988, when Nova Blue was one of our competitors in Northern Virginia. As to the bankruptcy of Nova Blue, I don’t think that this is the first time that Nova Blue went BK; if I’m recalling this correctly, Nova Blue went Chapter 11 years ago; I don’t remember exactly when that was, I think it was probably around 1990-1992.

    I pulled off of the Internet several documents filed in the current BK case. But, I’m only going to post (in my Google Docs library of documents) two of the documents I pulled off the Internet.

    One of those documents is the original Chapter 11 filing, filed on January 14 2011. Here’s the Internet address for that document: (It’s a large file, so give it some time to load!):

    https://docs.google.com/viewer?a=v&pid=explorer&chrome=true&srcid=0B81al4kFAU9JZTgwZTExM2ItMjEzNy00MWZlLWEwMjctNDY3OTE3ZGVmNmI5&hl=en_US

    The other document is a VERY INTERESTING document. Evidently, the BK Court installed a Trustee to run the company (I think that means that Richard Bartlett is not a debtor-in-possession of the company; he’s been replaced by the Trustee), and the document I’ve posted is a very recent (July 25, 2011) report from the Trustee, that speaks to the issue of what should be done with Nova Blue. If the Trustee’s report and plan are approved, it looks like Nova Blue will be closing a few of its distant VA locations (those not in the DC suburbs) and will be consolidating its Northern Virginia locations …. and then continue to operate. My interpretation of the Trustee’s report – the Trustee believe that it would not be in the best interests of Nova Blue’s creditors to liquidate/dissolve Nova Blue; he believes that the creditors will fare better if Nova Blue continues to operate. Tyler Barrett, son of Richard Barrett, is working alongside the Trustee to operate the business. The Trustee, Mr. Strauss, might be in need of help from reprographics industry veterans, so, those of you who have time, how about lending him a hand.

    The Trustee’s report is located at this Internet address: (It’s a large file, so give it some time to load!):

    https://docs.google.com/viewer?a=v&pid=explorer&chrome=true&srcid=0B81al4kFAU9JMzRjYWNlNTMtYzJhYy00MDMyLThlNDEtNjk0MzllMjk4Mzhk&hl=en_US

    If you want to follow this particular case, sign up / register at www.pacer.gov. I don’t plan on doing any further reporting about this case.

  • One of my west-coast friends sent me an e-mail, the other day, to tell me about an upgrade promotion that PLP is offering. As a public service to my blog-visitors, I thought I’d post this on my blog, just in case you missed the announcement about this upgrade offer from PLP.

    PLP Offers Competitive Upgrade for Repro Desk Users

    An important decision lies ahead if you are using Repro Desk version 4.3 or 1.6. These products have been discontinued and are no longer being maintained or developed. This has several implications:

    Your existing software is obsolete

    If you are replacing a 9800 with a TDS series printer, Repro Desk 4.3/1.6 is not an option

    Existing software defects (bugs) will not be fixed

    There will no further enhancements or new features

    Customers who have analyzed the available upgrade paths to either Repro Desk Select or Repro Desk Professional have found:

    1. The upgrade is expensive due to server requirements. Estimates ranged from $5,000 to $8,000 for the hardware, operating system, database software, backup software, etc.

    2. The workflow is significantly different (described as “cumbersome” by several customers) when compared to Repro Desk 4.3/1.6.

    3. Neither Repro Desk Select nor Repro Desk Professional adequately address PDF processing issues such as speed and image quality.

    4. Switching to PlotWorks Pro is the best option.

    PLP is offering a competitive upgrade from Repro Desk to PlotWorks Pro through September 30, 2011. You will have to make a change a some point in the future.

    Make the change now to save thousands of dollars with this time-limited offer.

    Learn more about this offer:

    See the details at www.plp.com/rd-upgrade

    Call us at +1-703-740-8909

  • Article found on http://blog.issgovernance.com

    Two Firms Defy Investor Views on Pay Vote Frequency

    By Ted Allen on July 8, 2011 3:56 PM

    While most U.S. companies have accepted shareholders’ views on the frequency of future “say on pay” votes, there are at least two exceptions. Annaly Capital Management, a New York-based real estate investment trust, and American Reprographics, a California-based document-management firm, both have said they will hold triennial votes, even though investors gave majority support for annual votes.

    

Under the Dodd-Frank Act, shareholder votes on pay vote frequency–like the advisory votes themselves–are non-binding, but most boards have quickly acceded to investors’ wishes on this issue, even at companies where management strongly preferred less frequent votes.



    “It’s a bad precedent to ignore a majority of shareholders,” noted Lisa Lindsley of the American Federation of State, County, and Municipal Employees, a long-time advocate of annual pay votes. “Companies that choose to ignore their shareowners are inviting additional scrutiny of their board and pay practices.

    ”

Tim Smith of Walden Asset Management, another proponent of annual “say on pay” votes, expressed a similar view. “Clearly, companies disregarding shareholder input without an extensive and extraordinary explanation risk real push back from share owners,” he said. 



    The vote wasn’t close at either firm. There was 70 percent support at both Annaly and American Reprographics for an annual frequency. So far, 608 companies made recommendations for triennial or biennial votes that were not followed by their investors, according to ISS data.

    Annaly justified its decision by citing the non-binding nature of the frequency vote.

    “The Board has considered the appropriate frequency of future non-binding advisory votes regarding compensation awarded to its named executive officers. Among other factors, the Board considered the voting results at the Company’s 2011 Annual Meeting with respect to the non-binding advisory vote regarding the frequency of non-binding advisory votes regarding compensation awarded to its named executive officers. The Board has determined that future non-binding advisory votes regarding compensation awarded to its named executive officers will be submitted to shareholders of the Company every three years. The Board will continue to evaluate this decision annually,” the company said in a May 20 filing. 



    American Reprographics argued that a triennial frequency was appropriate given the three-year employment contracts that it recently reached with its named executive officers.

    “The Company believes that any attempt to modify the terms of those contracts prior to expiration could pose an executive retention risk to the Company. In addition, the Company has not historically engaged in problematic pay practices. Rather, compensation paid to the Company’s named executive officers in prior years reveals a practice of curtailing executive compensation in response to a challenging economic environment. A three-year frequency cycle will also allow stockholders to continue to evaluate the effectiveness of the Company’s executive compensation program on long-term performance of the Company. For these reasons, and those set forth in the Company’s 2011 proxy statement, the Company has decided to conduct future stockholder advisory votes on executive compensation every three years until the next required advisory vote on frequency of stockholder advisory votes on executive compensation,” American Reprographics said in a May 3 filing.



    While companies are required to hold frequency votes just once every six years, Annaly and American Reprographics could face shareholder proposals on this matter in 2012. Under the final SEC’s “say on pay” rules, companies may omit shareholder proposals that seek a different frequency if they adopt a frequency that is supported by a majority shareholder vote. 



    It remains to be seen whether investors will oppose these firms’ directors in the absence of a pay vote. Annaly received 75.1 percent support for its pay practices this year, while American Reprographics earned 99 percent approval.



    A hat tip to the Davis Polk corporate governance blog for pointing out these filings.

    Joel’s comment:

    In my humble opinion, compensation paid to ARC’s officers is quite reasonable, considering the size of the company and considering, or should I said, comparing, compensation paid by other “printing industry” companies to their officers. There are larger printing companies than ARC who are paying a lot more to their officers than ARC is. Cenveo is a good example.

  • I thought this article was very interesting…. and wanted to share it with you….

    I found this article on “Real Money”, and, as you can see, it was published last week.

    “A Huge Housing Bargain — but Not for You”

    By Roger Arnold, 08/18/11 – 05:49 PM EDT

    NEW YORK (RealMoney) — The largest transfer of wealth from the public to private sector is about to begin. The federal government will be bulk-selling the massive portfolio of foreclosed homes now owned by HUD, Fannie Mae and Freddie Mac to private investors — vulture funds.

    These homes, which are now the property of the U.S. government, the U.S. taxpayer, U.S. citizens collectively, are going to be sold to private investor conglomerates at extraordinarily large discounts to real value.

    You and I will not be allowed to participate. These investors will come from the private-equity and hedge-fund community, Goldman Sachs(GS_) and its derivatives, as well as foreign sovereign wealth funds that can bring a billion dollars or more to each transaction.

    In the process, these investors will instantaneously become the largest improved real estate owners and landlords in the world. The U.S. taxpayer will get pennies on the dollar for these homes and then be allowed to rent them back at market rates.

    On Wednesday, the Federal Housing Finance Agency (FHFA), the Department of Housing and Urban Development (HUD) and the U.S. Treasury Department issued a Request for Information (RFI) concerning the disposition of the inventory of foreclosed homes owned by the federal government.

    An RFI is ostensibly a way for the federal government to get input from the private sector on how to accomplish the goals laid out in the request. But that’s really just a facade, as the RFI was structured by the investors to begin with.

    In reality, the RFI is a way for the members of Congress to find out if they can get away with bulk-selling these homes to private companies without incurring the wrath of their constituents, taxpayers and former owners of the properties.

    Assuming taxpayers don’t push back, the next step will be to issue a Request for Proposals (RFP). The RFP will be the bid and plan for these homes by investors.

    The way to keep taxpayers from pushing back is to structure the RFI so that the real intention, the bulk sales, is masked by feel-good goals, such as stabilizing neighborhoods and increasing the supply of rental properties.

    As intended, the mass media are playing their part in classic style. Every major newspaper in the U.S. has run articles discussing the plan as a rental conversion, allowing readers to assume that Fannie, Freddie and HUD will be renting the properties directly to families who need housing. And although there is an allowance for these kinds of rentals, it is a minor political facade to the obvious true goal of bulk-sale privatization of these homes.

    The investors in this program have been waiting for this opportunity since the portfolio of homes owned by HUD began to spike in 2007, when foreclosures surged first in the “Rust Belt,” principally Ohio and Michigan.

    Since then, of course, the systemic collapse of housing has engulfed all of the major urban coastal regions of the U.S., as well as Phoenix and Las Vegas, and caused the homes owned by Fannie Mae and Freddie Mac, which are now under the direct control of the U.S. Treasury Department, to spike as well.

    Even before this crisis occurred, HUD, i.e. the U.S. government, was the largest improved real estate owner in the world, because of its portfolio of foreclosed homes, which is classified as “real estate owned” (REO). The entire massive HUD REO Portfolio is quietly managed by a handful of private firms already, a group listed as Management and Marketing Contractors.

    These M&M companies are principally owned by and employ former high-ranking government officials from the various germane agencies — the Treasury, HUD, FHA and others. And they will provide the necessary access to the current government employees who are tasked with bringing this program to fruition. Once the privatization is complete, those government employees will move from their positions, and many will take up new employment at one of the M&Ms or the new vulture funds.

    I am not currently aware of any way for retail investors to participate in this process.

    It is probable, however, that once the privatization has occurred and the properties are generating rental income for the investors, the initial investors will cash out by forming real estate investment trusts (REITs), real estate operating companies (REOCs) or limited partnerships (LPs) that will be made available to retail investors.

  • In a Press Release issued by ABC Imaging this morning, ABC Imaging says this at the beginning of the Press Release …

    Washington, DC – August 25, 2011 – ABC Imaging, a leading print technology and document management company serving the A/E/C market, announced today that Bruce Wiener, founder and President of BW Reprographics, has joined the company as Senior Vice President Corporate Development.

    Mr. Weiner, an industry veteran with more than 25 years of experience, founded BW Repro in 2003. The company served clients primarily in New York City and the surrounding region.

    “This is a significant strategic move for us”, said Medi Falsafi, President & CEO of ABC Imaging. “Bruce Wiener will add additional value to our already talented management team By joining ABC Imaging, Bruce also enables us to expand our presence in New York.”

    You can read the full Press Release at this Internet address:

    http://tinyurl.com/3goa76y

    Joel’s comments:

    In my mind, the Press Release ABC Imaging released this morning left a lot of unanswered questions.

    The Press Release indicates nothing more than Bruce Wiener (who was the founder and CEO of BW Reprographics) has joined ABC’s business development team. Inasmuch as Bruce was formerly an officer of the Louis Frey Co [a company that went Chapter 7, years ago, and a company that had extensive operations in the New York area and extensive FM operations (and its FM operations were not just in the New York area, but in many other parts of the U.S.)] and a reprographics industry veteran with 25 years of experience, I would imagine that most industry people would consider Bruce to be a “prime catch” for a senior business development position. Congratulations to Bruce on his new relationship with ABC Imaging.

    The Press Release made no mention, whatsoever, about the situation of BW Reprographics. And, when I contacted a senior officer of ABC to ask further questions about BW Reprographics and about the nature of the transaction (assuming there was a transaction) between BW Reprographics, the response I got was, “I have supplied all of the information that I am aware of. Sorry I cannot answer the questions below. (He was referring to a list of questions I sent in an e-mail, this morning, after I received the Press Release about Bruce joining ABC’s business development team.)

    The remaining questions I have, and it looks like these will, unfortunately, go unanswered:

    1. Will BW Reprographics continue in business under its own name?

    2. If the answer to question #1 is “no”, then will BW Reprographics no longer be an operating reprographics company? And, if “no” is the answer to that question, what’s going to happen to BW Reprographics, LLC (the company!)?

    3. Other than the “people asset” that Bruce Wiener represents, did ABC acquire any other BW Reprographics assets? Here, I’m referring to “goodwill, customer list, FM agreements, equipment, etc.”

    I remain curious about the Press Release, because, earlier on this blog, I posted a note about BW Reprographics and ABC Imaging, and, in that particular post, I pointed my blog-readers to a document I placed in my Google Docs library. That document was a snapshot of a web-page that I pdf’d off of the Internet. That web-page, apparently, was an ABC “internal-HR” web-page (http://abcimaginghr.com/employees/). What it said on that web-page, at the time I pdf’d a copy of that page, was this, “ABC Imaging Acquires BW Reprographics in New York”. Later that same afternoon, I received an e-mail from a senior officer of ABC telling me, basically, that my characterization of the transaction was not correct. (Actually, the characterization I used was the exact wording that I found on that ABC internal-HR web-page.) That officer went on to say that ABC Imaging acquired (only) “certain assets”. Perhaps that officer was referring to Bruce (as an asset of BW Reprographics)? By the way, don’t bother looking on the Internet for what I found. That web-page no longer carries that headline. But, you can still see it if you click on the link, which will take you to the document that remains in my Google Docs library. As I said earlier, I was informed that that headline was not correct. I’m not providing the link to suggest that that’s not true. I’m providing the link so that my blog-readers will know that I didn’t “imagine it”!

    Here’s that link:

    http://tinyurl.com/3fnz8u2

    Okay, that’s all I know, and it is unlikely that I will do another post about Bruce Wiener or BW Reprographics [unless someone steps to the plate and fills me in on the details as to what has happened to BW Reprographics (the company.)]

    _________________________________

    Further comment:

    This has nothing, at all, to do with ABC Imaging or BW Reprographics. Just wanted to say that it is not uncommon for companies to hire former officer/owners of former competitors, whether on a “contract” basis or on an “employee” basis. Not too long ago, there was a company known as “DigiPlot” (DP). DP operated two locations in South Florida, one in Boca Raton and one in Ft Lauderdale. The principal owner/ manager of DP was Hamid Sharif. Very nice, smart, experienced guy. (I worked with Hamid when we were both at T-Square in Miami, FL.) As a result of the deep recession that impacted Florida’s A/E/C Industry, DP closed its doors. It was not sold to anyone. It’s my understanding that Hamid, right after DP closed, entered into some sort of business development (customer introduction) agreement with a large reprographics company, under which Hamid was entitled to receive commissions (or something like commissions) on business he brought to the large reprographics company. Hamid, having been in his own business for years, certainly had lots of customer contacts. My understanding is that Hamid was not formally employed by the large reprographics company, that he was engaged on a “contract” basis (non-employee.) I don’t know if Hamid is still doing that for that company. The moral of this story, presuming I got it right, is that a company does not always have to buy its competitor to acquire some or all of the business that company was doing. Sometimes it makes more sense, financially and operationally, to simply hire (contract basis or employee basis) one or more of the owner/principals of the competitor. After all, the reprographics business has always been driven by relationships with customers.

  • Well, yesterday on this blog, I did a post about Stadium Capital Partners’ very recent SEC Form 3 and Form 4 filings. Those filings indicated:

    a) that SCP (also referred to as Stadium Capital Management or SCM) has become a “10% shareholder” in American Reprographics (ARC)

    b) that SCP (SCM) is adding to its holdings of ARC shares, not decreasing its holdings of ARC shares

    I noticed, this morning, that SCP (SCM) filed another Form 4, yesterday, indicating additional purchases of ARC shares. Looks like they’ve been “busy beavers”, accumulating ARC stock in chunks; big question is, how much stock will they purchase before they decide “that’s enough!” (My second big question would be, are they planning to accumulate a control position in ARC stock?)

    Okay, while they are accumulating ARC stock and reporting those purchases in Form 4 filings with the SEC, I’m going to play “scorecard keeper”; here’s a table with the most recent transactions. (I’ll do my best to update the scorecard table, as additional Form 4 filings are filed.)

    Table showing SCP’s (SCM”s) recent purchases American Reprographics Co shares:

    Transaction Date

    Purchase Price

    # of Shares Purchased

    # of shares owned, after purchase

    %age of O/S Stock Owned

    8/23/11

    $3.790

    30,600

    4,676,921

    10.12%

    8/24/11

    $3.876

    17,991

    4,694,912

    10.16%

    8/25/11

    $3.800

    244,000

    4,938,912

    10.69%

  • Mattern & Associates Receives Patent Pending Status for 
Mattern Plan B Cost Recovery™ Method

    GLEN MILLS, Pa. – November 3, 2010 – Legal support services consulting firm Mattern & Associates, LLC (www.matternassoc.com) today announced it has received U.S. Patent Pending status on its Mattern Plan B Cost Recovery™ method. The U.S. Patent and Trademark Office acknowledged receipt of the company’s patent application filed by the company on October 14, 2010.

    The Mattern Plan B Cost Recovery method is a proprietary process that enables firms to maximize billable cost recovery revenue by increasing net realizations through restructuring your onsite support services as hard cost disbursements.

    “We believe Mattern Plan B Cost Recovery represents the perfect approach for firms to increase their realization of their soft cost recoveries while addressing their clients’ concerns about controlling costs,” says Rob Mattern, President of Mattern & Associates. “It also removes the firm from direct involvement in cost recovery and shifts the responsibility to the party generating the reimbursable costs.”

    The Mattern Plan B Cost Recovery method takes firms out of the cost recovery business, increases cost recovery revenue and realization on billable items—the amount the firm actually gets reimbursed after internal and client write-offs—and restores clients’ trust in the cost recovery model. Mattern’s cost recovery method is ideally suited for firms that outsource support services and face increasing internal and external write-offs resulting in decreased soft cost recoveries.

    For more information about Mattern Plan B Cost Recovery, visit: http://www.matternassoc.com/services_cost.html.

    About Mattern & Associates

    Founded in 1997, Mattern & Associates is an unbiased, vendor-neutral consulting company that assists law firms in improving their support services and the realization of their soft cost recoveries. Mattern’s experts are highly skilled in advising clients on how to reduce costs and improve efficiency in areas such as mail, reprographics, fax, office supplies, and printers. Additional areas of consulting expertise include digital workflow, off-site records storage and cost recovery. The company is based in Glen Mills, Pennsylvania.

    For more information on Mattern & Associates, visit www.matternassoc.com, check out our Mattern of Fact blog – www.matternoffact.com, or follow us on Twitter @MatternOfFact.

  • Mattern & Associates Successfully Manages Open RFP Project for Thompson Coburn’s Document and Office Services Vendor Selection

    GLEN MILLS, Pa., Aug 17, 2011 (BUSINESS WIRE) –

    Legal support services consulting firm Mattern & Associates, LLC (www.matternassoc.com) announces today that its consultants have successfully completed an Open RFP process for Thompson Coburn, LLP (www.thompsoncoburn.com). After a thorough vendor review, Thompson Coburn ultimately selected its incumbent vendor, Pitney Bowes Management Services, to handle its document and offices services.

    Larry Schulte, the firm’s Director of Administration, remarked, “We were extremely pleased with the entire process Mattern led us through. Mattern’s experience and fundamental knowledge of the marketplace greatly benefited Thompson Coburn, and their degree of professionalism during negotiations has earned our trust for future contract proceedings. I would recommend Mattern & Associates to other firms.” Mattern & Associates’ President Rob Mattern noted, “We were very pleased with the strategic initiative and results we were able to attain for Thompson Coburn for the second time in the last ten years. This engagement was especially gratifying because it came on the heels of a very successful offsite records storage Request for Proposal that we completed for them last year.”

    About Mattern & Associates Founded in 1997, Mattern & Associates is an unbiased, vendor-neutral consulting company that assists law firms in developing strategies to improve their support services and the realization of their soft cost recoveries. Mattern’s experts are highly skilled in advising clients on how to reduce costs and improve efficiency in areas such as mail, reprographics, fax, office supplies, and printers. Additional areas of consulting expertise include digital workflow, off-site records storage and cost recovery. The company is based in Glen Mills, Pennsylvania.

    For more information on Mattern & Associates, visit http://www.matternassoc.com

  • A few days ago, August 23rd, I put up a post on the blog – using this as the title for that post – “ABC Imaging Acquires BW Reprographics.”

    That same afternoon, I received an e-mail from an officer of ABC Imaging, indicating that the characterization I used for the “transaction” was “not quite right.” And, I was asked to pull down the post, which I did do.

    Subsequent to that, I’ve received a number of e-mails (basically) asking me, “where’s that post?”, “why did you delete that post?”

    I was informed, by the ABC Imaging officer who contacted me, that ABC will be issuing a press release about the transaction. Evidently, ABC Imaging acquired (only) “certain assets” of BW Reprographics. Right now, I don’t know any more than that. When I see the press release, I will post an update.

  • In a “Form 3” filing on August 24th, 2011, Stadium Capital Partners, LP, one of ARC’s largest shareholders, indicated its current stock ownership position in ARC (4,646,321 shares). Stadium Capital Partners is, evidently, located in New Canaan, CT.

    In a separate “Form 4” filing on August 24th, 2011, Stadium Capital Partners, LP indicated that it had just recently purchased 30,600 shares of ARC stock (purchased at $3.79 per share), and, on that Form 4 filing, Stadium Capital Partners “checked” the box indicating that it is a 10% owner of ARC stock (meaning, 10% or more of ARC’s outstanding shares.)

    Stadium Capital Partners is, evidently, affiliated with Stadium Capital Management. I’ve previously put up blog-posts about SCM and its significant ownership position in ARC.

    Based on the plunge in ARC’s stock price, from a high this year of $10.50 to its current price at $3.90, the market value of SCM’s (SCP’s) ARC shares has certainly taken a big hit; the percentage decline being nearly 73% (based on ARC’s closing price, yesterday.) However, having said that, I have no idea when SCM (SCP) began accumulating its position in ARC, and I don’t know how much SCM (SCP) paid for its ARC shares (except for the recent purchase reflected in the Form 4 filing.) It could very well be that SCM (SCP) acquired most of its stake in ARC back when ARC’s shares were trading under $3.00 per share.

    In any event, the recent additional purchase of ARC shares shows (this, of course, is simply my opinion) that SCM (SCP) is even more serious about its stake in ARC, for it is now a “10% owner.” Rather than cutting back on its position, SCM (SCP) has increased its position. This, to me, shows a significant investor’s confidence that ARC shares will, at some point, evidence a strong rebound. After all, they aren’t buying ARC shares to use as wallpaper.

    You can access the Form 3 and 4 filings by going to the Investor page at e-arc.com