Reprographics 101

Is someone planning to restart, reopen SP USA’s business?

November 22, 2013

The
rumor-mill is rampant.

We’ve heard from
two different sources, the past two days, that a U.K.-based “group” is planning
to restart / reopen some or all of
the SP USA operations that were shut down.

Who might
that be?

Reprographically-speaking, the three largest reprographics enterprises
in the U.K. are 1) SP UK, 2) Hobs Reprographics, and 3) Callprint. Evidenty,
SP UK, apparently in an attempt to distance itself from the SPS “brand”, will
shortly be changing its name to the “UDO Group”. [UDO was the original
name of SP UK – “UDO” stands for (or stood for) “United Drawing Office.”] Or,
from a stretch out in left field, maybe the giant U.K. company, Smurfit Kappa,
the company that put up the financing to resurrect Reprotechnique in France, is
stepping to the plate to resurrect SP USA? (I seriously doubt that
Smurfit Kappa is involved; I’m still trying to figure out why S-K forked
over the funds that Reprotecnique needed.)

What might happen?

Anyway, if
SP USA Inc is insolvent, and that may well be the case, whoever buys SP USA’s
assets may have to complete its purchase transaction by one of two methods:

Method 1 –
SP USA goes into Chapter 7, interested party makes a bona fide offer for SP
USA’s assets, BK Trustee would have to approve that offer. I haven’t seen any Chapter 7 (or otherwise)
filing from SP USA Inc.

Method 2 –
SP USA’s assets sold via a “Bulk Sale of Assets” transaction, according the
regs/rules of the Uniform Commercial Code.
For this type of transaction to happen, SP USA creditors would have to
receive prior notice of the contemplated Bulk Sale transaction, and, if the old
rules still apply, there would be a 10-day notice period to voice
objections. The notice would have to
explain, in detail, the contemplated transaction and give an estimate of how
much vendors are going to end up with.
(It’s my understanding that this is the method that ABC Imaging
employed, years ago, when it purchased the assets of Topel Imaging, after Topel
Imaging got into financial trouble.) (Blain
Topel is a VP at ABC Imaging, and he is an outstanding, hard-working, dedicated
young man.)

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For better
information – or, I should say, accurate information – consult your attorney!

UPDATE:

Visit this
link for more information about “Bulk Sale” transactions:

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http://www.allbusiness.com/buying-exiting-businesses/selling-a-business/2975952-1.html

Textura (NYSE: TXTR) announces revenue Increase for its most recent quarter, but quarter and fiscal year losses soar (POST UPDATED)

November 22, 2013

Here’s a link to the 8K report (file) that Textura filed
with the SEC yesterday afternoon – this file contains the Press Release Textura
issued as well as its financial results for its last quarter and full fiscal
year)

https://drive.google.com/file/d/0B81al4kFAU9JcDRVNUNNakFQb2c/edit?usp=sharing

Textura’s Press Release calls out
these highlights:

•
Revenue increased 72% year over year to $10.9 million

•
Accelerating revenue growth from 65% in prior quarter

•
Construction value added of $23.7 billion, up 158% year over year & up
74% from the third quarter

•
Recently announced an agreement to acquire LATISTA, the leading provider
of mobile-enabled, cloud-based field  management solutions in the industry

• In September launched
BidOrganizerTM, a new solution designed to help contractors with a central,
online location to  prioritize,
track, and schedule all bid invitations

Here’s a “snapshot” of TXTR shares at
close of market Nov 21 2013, just before TXTR releases its financial results:

https://drive.google.com/file/d/0B81al4kFAU9JZFVoeWNIQ0RfU1U/edit?usp=sharing

Blog Publisher’s comments:

Well,
interestingly, Textura’s shares soared by nearly 10% yesterday, and that was
before Textura released its financial results.
Investors betting that the financial results would look good, be great,
be a surprise to the up-side?

Textura’s
sales did increased from $6.319 mil to $10.533 (Sep 30 2012 to Sep 30 2013) –
an increase of around $4.2 mil, but if that’s something for the company (or
analysts) to crow about, I’m as mystified as I normally am. Especially since approximately $1.5 mil of
that sales growth came from revenues acquired when Textura purchased
PlanSwift. Keep in mind that, at
yesterday’s market close, Textura’s market cap was $883 mil. And, also keep in mind that between the time
Textura went public in June and now, Textura did, at a few points, have a
market cap exceeding $1 billion.

Uh, that’s
correct. To me, this sort of valuation
for a company that, in my mind, is growing slowly and whose losses are growing,
not slowing, is ridiculous. But, that
just shows you how well I understand the stock market.

Take a look
at this:

per TXTR 8K	3 months ended	3 months ended
	Sep 30 2013	Sep 30 2012
Revenues	$10,853,000	$6,319,000
Net Loss	$8,321,000	$4,499,000

	F/Y ended	F/Y ended
	Sep 30 2013	Sep 30 2012
Revenues	$35,534,000	$21,681,000
Net Loss	$39,622,000	$18,793,000

The person
who writes Textura’s financial Press Releases
is an excellent wordsmith (or perhaps it’s a team that does that) The latest press release provided all sorts
of interesting numbers and statistics and percentages, etc – in an effort to
show you how wonderful the company is doing and how amazing its growth
prospects are.

It will be
interesting to see if Textura will become profitable, bottom-line profitable,
in 2014. I’ll bet you that won’t
happen. Nevertheless, its stock may
continue to do very well. There’s been a
lot of hype about Textura.

UPDATE, NOV 22^ND, 10:00
AM

Well, Textura’s shares opened down this
morning, by approximately the same amount that they were up yesterday. Here’s a snapshot I just took of Textura’s
share price and trading activity:

https://drive.google.com/file/d/0B81al4kFAU9JZDA5d3lBZkFxRTA/edit?usp=sharing

In addition, I found this article on the web:

Textura Corp
(TXTR) Posts Quarterly Earnings Results, Misses Estimates By $0.18 EPS – Posted by Max Byerly on Nov 21st, 2013 on the TickerReport.com web-site:

Textura Corp posted
its quarterly earnings results on Thursday. The company
reported ($0.36) earnings per share for the quarter, missing the analysts’
consensus estimate of ($0.18) by $0.18, AnalystRatings.NET reports. The company had revenue of
$10.90 million for the quarter, compared to the consensus estimate of $10.73
million.

A number of
analysts have recently weighed in on TXTR shares. Analysts at JMP Securities
reiterated a “buy” rating on shares of Textura Corp in a research note to investors
on Monday, September 30th. They now have a $38.00 price target on the stock.
Analysts at Credit Suisse raised their price target on shares of Textura Corp
from $36.00 to $50.00 in a research note to investors on Monday, September
30th. They now have a “buy” rating on the stock. Five equities research
analysts have rated the stock with a buy rating, Textura Corp currently has a
consensus rating of “Buy” and an average price target of $36.20.

Shares of
Textura Corp (NASDAQ:TXTR) traded up 9.56% on Thursday, hitting $35.86.
The stock had a trading volume of 277,665 shares. Textura Corp has a 52 week
low of $19.68 and a 52 week high of $47.25. The stock has a 50-day moving
average of $38.31 and a 200-day moving average of $34.15. The company’s market
cap is $858.6 million.

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Textura
Corporation is a provider of on-demand business
collaboration software to the commercial construction industry.

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Is GlobalGrafixNet still operating? (POST UPDATED at bottom)

November 22, 2013

On November 18^th, an ex SP-UK guy
reached out to me via e-mail, and this is what he said:

“Hi Joel – no more GlobalGrafixNet then….!!”

This
was my response to him:

Hi ______, Well, I
don’t know the answer to that. I’ll send
off an e-mail to Mats, the guy who is/was running GGN, to ask him if GGN is
still in operation. If I hear back from Matts, I’ll let you know. If he doesn’t reply, I guess that”ll answer
the question. If you know anything about
why SP USA was abruptly shut down, please share!

And, afterwards, I
sent off an e-mail to Mats. Here’s the
e-mail I sent Mats:

Hi Mats, I hope this e-mail finds you well … and having
fun. As you may know, I publish a blog (“Reprographics 101”) about
the reprographics business and industry. Last night, one of my blog visitors
sent me an e-mail to ask me if GlobalGrafixNet is still in operation. Is it? Best regards, Joel

When I visited GGN’s web-site, I noticed this announcement (dated
February 13, 2011:

“New Member in Vienna, Austria” …. The
GlobalgrafixNet Board is very proud to today announce that we have a
new member in Vienna, Austria, namely Haltmeyer GmbH, contact person
Mr. Andreas Haltmeyer (andreas@haltmeyer.at).

So, earlier today,
not having heard anything from Mats, I sent an e-mail to Andreas at Haltmeyter:

Hi Andreas. I’m the
author/publisher of a blog about the reprographics business and industry.
My blog is called “Reprographics 101” and is located at http://reprographics.blogspot.com I’ve been trying to get in touch with Mats at
GGN, but I haven’t heard back from him. Do you know if GGN is still in
operation? Service Point USA shut down
on November 8th. Service Point Solutions
(the Spain-based parent company) has filed for protection from creditors. Service Point in Germany (Koebcke) has filed
for bankruptcy protection. Everything
appears to be normal at SP’s operations in the UK and in Norway and in
Sweden. But, I’m not sure if GGN has
been affected. So, if you know, please
let me know, as I would like to let my blog-visitors know. Hope your business
is going well. Joel

This was Andreas’
response, which I received this evening:

Hello Joel. We quit
our membership at GGN last year. I didn’t have any contact with Mats or anyone
else there since 2011. I don’t think GGN is active anymore. Hope I was of some
assistance! Best regards, Andreas

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I’m not ready,
yet, to draw any final conclusion as to whether GGN is out of business, or
not. I’ll try Mats again, and hopefully
he will respond. (He and I do know
each other; we previously met in Prague and Rome.)

UPDATE, Nov 22^nd, 4:20 am

I
just received this e-mail from someone I met, a while back, in Prague, when he
was visiting from a company located in Scandinavia:

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We’ve met in Prague shortly. Just
find out from your blog that you’re trying to contact Mats from GGN. There will not (be any) answer probably, as Mats left GGN year ago,
and there has not been any activities around GGN since. _________, Development
manager, __________
Pantera Tools being promoted on Associated Builders & Contractors LinkedIn Group …..

November 22, 2013

….. by
DeWayne Adamson, Founder of Pantera Global Technology!

Here’s the
post that I was alerted to this evening….

Associated Builders & Contractors Florida Gulf Coast
Chapter

DeWayne Adamson

Founder/President at Pantera Global Technology

Pantera Tools Construction Blog
panteratools.com

Nov 19 Written by: DeWayne Adamson 11/19/2013 3:27 PM
The Ford Model T was the pinnacle of the auto-industry in 1927 and even with
their revolutionary production methods the Ford Motor Company could not produce
enough of them fast enough to…

The link in the above paragraph takes you here:

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http://www.panteratools.com/Default.aspx?tabid=1445&EntryID=18
AIA ABI Index for October, recedes somewhat …

November 21, 2013

But it is still in plus 50 territory!

Link:

http://www.calculatedriskblog.com/2013/11/aia-architecture-billings-index-slows.html?m=1
Reprotechnique, one of France’s largest reprographics businesses, is still in operation

November 21, 2013

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Several years ago (as previously reported on
the Repro 101 Blog), Service Point Solutions purchased a 51% interest in
Reprotechnique. However, only a few
years after that, Reprotechnique’s business hit the skids, it filed for
bankruptcy reorganization, and, subsequent to that, Service Point Solutions
gave up its interest in Reprotechnique.

While some may think that Reprotechnique went
down for the count, that isn’t so. The
company is still in operation, after having gone through a reorganization and after
reforming as an “employee-managed / employee-owned business”. Below, you will
find an French-to-English translation of a press release I found.

Reprotechnique continues its
activity Monday, September 30, 2013

To save their
jobs, 66 employees have now listed by creating a SCOP.

Friday,
September 27, Olivier Crus, leader Reprotechnique Service Point, had invited
the press to its premises in Colombes (92) to announce the resumption of
business as SCOP ( cooperative and participatory society). Following structural
difficulties to repay a significant liability, the company was placed in
liquidation in April 2013 by the Commercial Court of Créteil (94 ) despite a
turnover of 9 million euros in 2012 and still existing customers. “Created
in 1963, the company has grown steadily over the market all formats digital
printing, black and white and color. It was inconceivable that the company
closes its doors. We were not only shareholders but with highly motivated
employees. We have chosen to work together accompanied by the Regional Union of
Scop to submit a takeover bid to the court,”says Olivier Crus. In fact,
since last July, 45 of the 66 employees have become shareholders of the
company. The recovery was made possible through financial tools Scop network,
the device refundable advances the Ile -de- France, but also thanks to the
Smurfit Kappa. The latter chose to pay 170,000 euros from a revitalization
agreement in accordance with the Prefecture of the Hauts-de-Seine for
maintaining 66 jobs, with an estimated turnover of € 7.1 million in 2013.

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(Note: Smurfit Kappa, a huge company, is based in
the U.K.)
ARC Document Solutions – Shares Move Higher

November 20, 2013

A brief note published by Zacks.com….

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ARC Document Solutions Inc. (ARC) Shares March Higher, Can It
Continue? – Tale of the Tape

By Zacks.com, November
19, 2013, 07:05:29 AM EDT

As of late, it
has definitely been a great time to be an investor in ARC Document
Solutions Inc. (ARC ) . The
stock has moved higher by 42.1% in the past month, while it is
also above its 20 Day SMA too. This combination of strong price performance and
favorable technical, could suggest that the stock may be on the right
path.   

We certainly
think that this might be the case, particularly if you consider ARC’s recent
earnings estimate revision activity. From this look, the company’s future is
quite favorable; as ARC has earned itself a Zacks Rank
#2 (Buy) , meaning that its recent run may continue for a bit longer,
and that this isn’t the top for the in-focus company.
Service Point Solutions German subsidiary – Koebcke – Files for Reorganization

November 20, 2013

Evidently, Service Point Solutions’ German subsidiary,
Koebcke, filed, November 14^th, for some form of bankruptcy
reorganization. After reading the
document, it looks like what we in the U.S. would refer to as a Chapter 11
reorganization. Apparently, operations
of Koebcke will continue as they have been while the company and its advisors
take steps to reorganize the company.

Here’s a link to the Press Release that was
issue about Koebcke: (Please note that
this Press Release is in German; the Press Release starts on the second page of
the file you’ll get to after you click on the link):

https://drive.google.com/file/d/0B81al4kFAU9JakVTaTJOSXlEbE0/edit?usp=sharing

As I normally do, I used Google-Translate to
translate this document. Reminder:
Google-Translate does not produce perfect translations! Here’s how Google-Translate translated this
particular document:

Press release –
November 14, 2013

Koebcke
provides for provisional self-government and appointed Marcello Di Stefano for
redevelopment manager

– A total of
140 employees affected

– Amtsgericht
Charlottenburg arranges self-administration.

–
Rehabilitation Manager

– Marcello Di
Stefano, Tiefenbach insolvency administration

– Interim
Trustee

– Dr. Juergen
Wallner, Wallner White insolvency experts GbR

Berlin, 14 November 2013.

The management
of Koebcke – headquartered in Berlin – yesterday requested the opening of insolvency
proceedings in the District Court of Charlottenburg. The district court has
complied with this request and provided a preliminary self-administration.
Koebcke thus utilizing the new possibilities offered by the insolvency law
since the reform in March 2012 on the reorganization of companies.

Koebcke GmbH
has its headquarters in Berlin and currently employs around 140 staff across 10
offices in Germany and achieved 2012 sales of nearly 11 million euros. In the
areas of data management, digital printing and archiving Koebcke services and
products offers along the entire value chain of the information process and
serves over 2,000 customers. The company is among others one of the leading
manufacturers of photo books and also get into a phase of reorientation through
the crisis of the Spanish parent company in financial difficulties.

With lawyer
Marcello Di Stefano of the Tiefenbach receivership, the company was asked a
redevelopment manager for the site, which has paved the way to the
self-administration and now the company will offer expert guided for the
duration of the remediation process.

For provisional
administrator of the lawyer Dr. Juergen Wallner Wallner White insolvency
experts GbR has been ordered and will monitor the procedure with regard to the
protection of creditors.

The operations
of Koebcke continues unchanged during the procedure further. The employees have
been informed already on 13.11.2013 on the procedure. Wages and salaries are
covered by the end of the year, the insolvency fund. “We have already
managed to stabilize the situation,” said Di Stefano. The goal is the
final restructuring of the company. Di Stefano and Wallner, both established
remediation experts see good opportunities to achieve this goal in the
foreseeable future, without having to break down jobs. “Under the given
conditions, the self-management of the Company provides the necessary
flexibility for sustainable renovation, recapitalization and
restructuring,” said Di Stefano. For further details, but you can not
comment at the present time.

For more
information, please see our detailed press release which you can download here:

Files:

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Service Point Solutions – another document filed with Spanish Stock Exchange on Nov 19

November 20, 2013

Yesterday, SPS (the parent company in Spain)
filed yet another document with the Spanish Stock Exchange.

Here’s a link to that letter:

https://drive.google.com/file/d/0B81al4kFAU9JbjhFSndWX05EeTA/edit?usp=sharing

As I normally do, I used Google-Translate to
translate that document from Spanish to English. Reminder:
Google-Translate does not produce perfect translations! Here’s how Google-Translate translated this
particular document:

Madrid, November
19, 2013

The Board of
Directors of the company, with the concurrence of all members present and represented
at the meeting held in the day, and in order to ensure the operability of the company
has taken the decision to convene shortly Extraordinary General Shareholders to
adopt the necessary agreements that allow quantitative regularize their governing
body, to the resignation of one of its four directors.

That company
PAOSAR, SL, through its representative D. Jaime Castellanos, presented his Fee
waiver Counselor SERVICE POINT SOLUTIONS SA by letter dated 19 November 2013.
The resignation is due to the fact that PAOSAR SL intends to proceed to the
disposal of its shareholding in the Company. That the company is focusing its
efforts on finding investors that permit a cash offer to repurchase syndicated
debt. The conclusion of the two failed bids is that financial institutions
require a cash offer immediately executable.

The company, its
executives and their advisors, have devised a plan to attract investors who are
in available to contribute between 15 and 20 million euros within 4-6 weeks.
These moments are ongoing with investor groups.

Without further
ado, take this opportunity to send a cordial greeting.

Ignacio
López-Romero Balcells

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Secretary of the
Board
Further commentary on what went down vis a vis Service Point USA

November 19, 2013

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THIS POST UPDATED AT 4:10 PM TUESDAY, after
hearing from two different sources. (see
“UPDATES 1 and 2”, below)

This post as initially begun early this morning:

“Further commentary on what went down vis a
vis Service Point USA”

Following a
phone call I received this morning from a person who had very recent communications
with someone at SPS’s HQ’s in Spain, I decided to do another Spanish-to-English
translation (again, using Google-Translate) to see if I could make any further
sense out of what went down with respect to the shuttering of SP USA.

Below, you will
find three different links to translations of three of the paragraphs that
appeared in the Letter that SPS (the parent company) filed with the Spanish
stock exchange and with Spain’s S.E.C.

https://drive.google.com/file/d/0B81al4kFAU9JZjV4UUN1bUpzazA/edit?usp=sharing

https://drive.google.com/file/d/0B81al4kFAU9JMkZyaExpMmhsTGs/edit?usp=sharing

https://drive.google.com/file/d/0B81al4kFAU9JeHJKS01FM0tyN0U/edit?usp=sharing

Blog Publisher’s comments:

Based on a
re-reading of the translated paragraphs and on information that was shared with
me on the phone, these are “my questions” about SPS and SP USA:

Did SPS in Spain make the decision, and give
instructions, to shut down SP USA?

I think the
answer to this question is “no.” And, I
also think that SPS did not have any knowledge that a decision had been made,
and orders given, to shut down SP USA. Apparently, SPS found out after the fact
that SP USA had been shut down.

Did the administrator of the U.K.-based
Holding company (the administrator of GPP Capital Plc) make the decision to, and give orders to,
shut down SP USA?

I think the
answer to this question is “yes.”

What do the initials, GPP, stand for?

I think they
stand for “Gruppo Picking Pack”, which was the name of the parent company (of
SPS operations) prior to GPP changing its name to SPS.

If the administrator of GPP Capital Plc gave
instructions to shut down SP USA, and so without SPS’s knowledge, did that
decision not substantially impair SPS’s value?
And, if the answer to that is “yes”, then will SPS end up pursuing a
claim against the administrator – – and possibly the lending group, since the
administrator was, apparently, acting on behalf of the lending group?

We’ll have
to wait and see!

UPDATE 1, posted at 4:10 pm….

An e-mail I
received this afternoon said this:

That,
apparently, E&Y, the administrator of the holding company that controlled
SP USA did not make the decision to shut down SP USA, nor did it give
instructions to shut down SP USA.

We already
know, via an e-mail we saw from someone at SPS (in Spain), that SPS in Spain
(the parent company) did not make the decision to shut down SP USA, nor did SPS
give instructions to shut down SP USA, and that SPS did not even know that SP
USA was shut down – until someone brought that fact to their attention.

It was also
stated, by a source I cannot reveal, that the decision to shut down SP USA came
from SP USA management.

Thoroughly
fantastic, sensational, unbelievable …. and I’m having great difficulty coming
up with further words to describe ….. what happened to SP USA.

If E&Y
(or, for that matter, anyone else) is now in the process of trying to preserve
SP USA’s value, well, all I can say is, “good luck”.

On a related
note, there’s apparently a new development soon to take place at SP UK. Take a look at this document (link to
document):

https://drive.google.com/file/d/0B81al4kFAU9JSlNGb2Jsd01YeW8/edit?usp=sharing

UPDATE 2, posted at 9:45 pm….

What I
forgot to mention in the first update is that I previously blogged about, and
provided links to, SP USA’s filings with the Mass Department of
Corporations, but, since in UPDATE 1 I failed to provide links to documents, I’m
going to do that once again. Like now!

This first
link takes you to the “Business Entity Summary”:

https://drive.google.com/file/d/0B81al4kFAU9JeGgzQUNKbC1nc00/edit?usp=sharing

This second
link takes you to SP USA’s most recent (Mass Corp) Annual Report:

https://drive.google.com/file/d/0B81al4kFAU9JN3FHbDdTM1lnTEU/edit?usp=sharing

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If you look at these filings, you will see a bunch of different names.
All but two of those names are people at SPS (the parent co) in Spain.
The two that are not are a) the “former” COO, Managing Director
of SP USA (Kevin Eyers) and b) the “Secretary” of the company (Mr.
Snyder, and he’s with a law firm in downtown Boston). I seriously doubt
that the attorney (Mr. Snyder) even knew anything about what happened until
after the fact (it’s likely that he first learned about SP USA’s shut down when
he read about it in the Boston Business Journal, if he reads the Business
Journal. I did send him an e-mail, but I don’t expect a response.) And,
if he did not consent to the decision to shut down SP USA, that kinda leaves it
up to the one remaining person. As I said, incredible!!!!!!!!!!

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