• Letter is
    dated November 18
    th.

    This letter
    was also filed with Spain’s stock exchange.

    Letter is in
    Spanish.

    File can be
    uploaded to Google Translate; have at it if you want to see what it says in
    English!

    Link to
    letter:

    Nota de Prensa
    Carlos García Conde
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    https://drive.google.com/file/d/0B81al4kFAU9JYlBabEZvRW9aa0E/edit?usp=sharing


    Updated info (this was added after this post was originally published):

    I wasn’t planning to make any comments about the information in this letter, but, after reading the English translation again, I decided to make some comments.

    This next “stuff” comes from different
    paragraphs that were in the above-referenced letter.  As you can see, I’ve translated these
    paragraphs, and, as I normally do, I did that by using Google-Translate.  As always, I caution readers that
    Google-Translate does not produce perfect translations.  (And, that’s an understatement, for
    sure.)  The only official version of the
    letter is the Spanish language version!
    The decision of
    the Board of Directors of foster care apply Article 5a of the Bankruptcy Act
    was a result of communication from entities financial part of the syndicated
    loan maturing acceleration advance thereof. Following the communication of
    early maturity, is announced the execution of the guarantees of the
    subsidiaries in the United Kingdom, the United States, Norway and Sweden, the
    subsequent appointment by the agent bank for an administrator (Ernst &
    Young LLP) to manage GPP Capital Plc British matrix and transferring the
    subgroup actions Norwegian and Swedish operating subsidiary that British parent.
    Following these changes, in fact, has disrupted the flow of funds to Service
    Point Solutions SA from affiliates that provided a positive EBITDA.
    At the date of
    this reply, Service Point Solutions, SA retains ownership of Capital GPP
    actions Plc, and therefore above the other companies, however, the appointment
    of a management involves four subsidiaries is under the management and
    responsibility of Ernst & Young LLP
    To defend
    subsidiaries managed by Ernst & Young LLP, in the course of the last days,
    it has submitted a request for refuge to Article 5a of the Bankruptcy Act of
    the subsidiary Spanish and proceeded to the formal request for a pre-bankruptcy
    of the subsidiary German (“Insolvenz in Eigenverwaltung”),
    with the aim of committing a restructuring operational and economic. During
    this period, the companies keep administration own and continue operating and
    serving their customers as to date in line with its business plans.
    As communicated
    on November 15, 2013, we received information that the activity of the group’s
    U.S. subsidiary, currently under the administration of CS has been suspended.
    The e-Service Point Solutions SA at its meeting held on 11 November with EY,
    current GPP administrator Capital Plc, has requested information additional to
    the current situation of the U.S. subsidiary and intends to report the market
    as soon as you have concrete news about it, reserving all legal proceedings
    within reach in case of administrator’s responsibility. The subsidiary American
    accounts for 8% of total Group sales Service Point.
    Blog Publisher’s
    comments:
    So, it “sounds
    like” the SP USA and SP UK subsidiaries were previously owned by a U.K-based
    holding company, GPP Capital PLC (owned by SPS) and that two of SPS’s other
    subsidiaries, SPS’s operations in Norway and in Sweden, were recently
    transferred to that same U.K.-based holding company.  And, apparently, the firm of Ernst &
    Young was employed to “manage” the affairs of that holding company; that engagement,
    apparently, was at the direction of SPS’s lending group.
    Regarding the
    information set forth in these sentences…….
    As communicated on November 15,
    2013, we received information that the activity of the group’s U.S. subsidiary,
    currently under the administration of CS has been suspended. The e-Service
    Point Solutions SA at its meeting held on 11 November with EY, current GPP
    administrator Capital Plc, has requested information additional to the current
    situation of the U.S. subsidiary and intends to report the market as soon as
    you have concrete news about it, reserving all legal proceedings within reach
    in case of administrator’s responsibility.

    Nota de Prensa
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    Regarding the
    information set forth in these sentences, I am very curious about this
    information – a) who is “CS”, and b) SPS makes it sound like it did not know
    that SP USA’s operations had been shut down on November 8th and did
    not know about that until November 15th (I guess they don’t visit
    Repro 101 very often!); they also say that the current administrator of GPP
    Capital Plc has requested additional information about the current situation of
    SP USA.  Remarkable!  Could it be that SPS’s management team in
    Spain did not have any part in the decision to shut down SP USA’s operations?
  • We first
    mentioned Textura on Repro 101 back in June, just before Textura went
    public.
      Textura’s shares were sold at
    $15.00 in the IPO, and, since then, Textura’s shares have traded as high as
    $47.25, but, recently, Textura’s shares have come back closer to earth –
    trading today at around $33.00.
      On
    November 21
    st, Textura will report its latest quarterly financial
    results.
      Textura has yet to generate a
    profit.
    About
    Textura’s acquisition of Latista, well, sometimes a good idea to acquire sales,
    helps to prop up the numbers.  However,
    the Press Release that announced Textura’s acquisition did not disclose Latista’s
    revenues, only the price ($35 million, cash) that Textura agreed to pay for
    Latista.
    About Latista…..
    The Press Release says this:
    LATISTA has
    developed unique expertise around mobile applications in construction. Their
    modules handle mission critical construction workflows, including quality
    management, punch lists, safety, electronic commissioning, and document management, including managing project specific plans and
    drawings
    . Soon-to-come, LATISTA will introduce support for Building
    Information Models (BIM), right in the field.
    Under the “solutions” tab on its web-site,
    Latista says this:
    Our document
    management solution reduces your dependence on paper.
    Users in the
    field and at the office access a
    master set of drawings and plans
    , ensuring one version of the truth across
    your project. Provide secure access to a central repository. Markup and
    annotate drawings, plans, and other documents. Push documents to the field for
    off line access on mobile devices. Easily find documents by linking
    them with equipment and areas.  Manage
    your library of documents in the cloud to easily share access and ensure
    everyone is working off the most current specifications
    .
    Digitally replicate paper forms
    Mark-up photos and PDFs
    Manage issues with layered mark-ups
    Render your PDFs faster
    Publish revisions to entire team 
    Control who can access which documents
    Archive documents to streamline turnover
    Sync documents on demand to mobile device

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    Sync documents in the background

    Update: For more on Textura’s acquisition of Latista, click on this link:

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  • Brilliant reporting
    by Ed Avis of the IRgA.  Click on this
    link for the story that just went up on IRgA Today:

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  • If you’re an ex Service Point USA team member, please follow this link:

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  • This post contains information about the Press Release that SPS issued yesterday as well as (at the end of this post) a “summary” of what we think we know, so far. 
    To start off this morning’s blog-post, here’s a
    link to the Spanish-language Press Release Service Point Solutions released on November 15th.
    Unfortunately,
    I did not find an English-language version of the Press Release.  Below, you will see a “Google-Translate” Spanish-to-English
    translation of just the text that was in the Press Release.  As always, keep in mind that Google-Translate
    does not produce perfect translations.  This
    translation is not only difficult to read, it may have mis-translated some of
    the text.  The only “official version”
    of the Press Release is the Spanish-language version
    .  (For those who want to look at the numbers in
    the Press Release, go back to yesterday’s post or open up the Spanish-language
    version of this Press Release.)
    If you care
    to read my comments, see far below.
    Barcelona,
    November 15, 2013. –
    Results for the
    third quarter of Service Point Solutions (SPS.MC), show a clear improvement
    over the previous year due to the significant reduction operating costs by
    18.7% over the same period in 2012, and the implementation of specific projects
    to reduce expenses by more than five million euros, which will be visible in
    the accounts in the coming months and especially from next year.
    Service Point
    Solutions, October 24 pre-contest hosted in order to defend the interests of
    its shareholders, creditors and employees, presented this week a new offer
    banks with the aim of approaching their positions. This offer by a greater
    amount, less constraints and an implementation schedule smaller, clearly
    improves the current alternative banks to sell assets. Another meeting is
    planned between banks and enterprises in the next week to discuss the terms of
    the offer.
    Sales in the
    third quarter amounted to 39.6 M €, 19% lower than those obtained in the same
    period last year, mainly due to changes in scope of consolidation (out of
    France) and changes to the billing terms of certain contracts with customers in
    the Netherlands (no impact on margins). Without them, up to September sales
    would have fallen by 9.5%.
    However, thanks
    to reinforcement in the business, the solid foundation of pipeline
    projects and selective investments to enhance strategic services, the company
    expects that the next quarter sales performance is in line with the
    corresponding last year, excluding impacts of France and Holland.
    The gross margin
    has improved to 64.5% of turnover, which reflects a good return on sales
    despite price competition that exists in the market. Namely result of the
    group’s growing focus towards segments of higher value- added services;
    especially print on demand, online photos, facility management contracts
    (managed services, etc.)
    EBITDA for the
    quarter was € 0.7M, which contrasts with a loss of-0.1M € for the same period
    of 2012.  At the end of this quarter
    EBITDA is 4% higher than 2012.
    The net result
    is recorded accumulated losses amounting to 3.7 M €, much lower than the
    previous year. The significant improvement in cumulative net income over the
    same period year 2012 is due in part to record an exceptional income in 2013
    corresponding to the output of France subsidiary amounting to 2.9 M €, the
    negative impact in 2012 of certain costs balance sanitation level that impacted
    net income by 3.5 M € (1.8 M € EBIT level) and the € 2M reduction in interest
    expenses after financial restructuring in late October signed, 2012.
    For markets in
    Central Europe (Spain, Belgium, Holland and Germany), which represents 37% of
    the Group revenue, sales have had a negative trend with a fall of over 26%
    (excluding output has France in 2012 and the changes made to the billing terms
    of some contracts with customers in the Netherlands, this impact was 11%, and
    Scandinavia (28% of revenues group) has started to regain profitability.
    However, in the United Kingdom (25% of revenues group) the results have
    improved over the same period last year and is properly positioned to achieve a
    very satisfactory result for the whole year. U.S., which represents 8%, sales
    have been 11% below the same period in 2012.
    As has been
    reported in several Relevant, over recent months the company has been working
    on solutions syndicated debt restructuring. After analyzing different
    alternatives, the company has told the banks two proposed buyback of debt.
    These deals to recapitalize the company were directed to repurchase 100% of
    debt favorable conditions for the company (between € 15M and € 20M),
    facilitating their complete entities and decoupling final project, leaving no
    structural debt SPS.
    On October 23,
    2013, financial institutions (Lloyds Bank, GE Capital, IKB, Calyon, KBC,
    Deutsche Bank and Banco Sabadell) syndicated loan holders have rejected Service
    Point Solutions the bids submitted by that date and have reported acceleration
    and acceleration of any credits and start the execution of securities for a
    significant part of the group’s business (subsidiaries operating in the UK,
    USA, Norway and Sweden). As Consequently, the SPS Board of Directors adopted
    October 24, 2013 the decision of eligible for pre-contest (article 5a of the
    Companies Act) in order to defend the interests of their shareholders,
    creditors and employees.
    Blog
    Publisher’s comments:
    Based on
    previous SPS fillings I’ve read and on articles published in the Boston
    Business Journal, on IRgA Today, and on this blog, I did not find any “new”
    news in SPS’s Press Release.
    Based on
    everything we’ve read, so far, we think this is a fairly good summary of
    Service Point Solutions’ situation:
    v SPS has, for
    several months, been conducting discussions with its lending group regarding
    the refinancing (or payoff) of its substantial debt.
    v SPS has presented
    at least two proposals to its lenders, but both were unacceptable to SPS’s lenders.
    v SPS is continuing
    its discussions with its lenders regarding the refinancing (or payoff) of its
    debt.
    v In September, Mr.
    Holmberg, a reprographics / imaging industry veteran who sold his company to
    SPS not too long ago, resigned from the CEO position in September and from the
    SPS Board of Directors in October. 
    Within the past 30 days, two other SPS directors have resigned from SPS’s
    board.
    v In September, SPS
    appointed a new CEO, someone who is not a veteran of the reprographics /
    imaging industry.
    v In October, SPS
    filed for “protection from its creditors” (sounds like some form of Chapter
    11).
    v SPS’s lenders are,
    apparently, moving to take control of SPS assets that secured their loans to
    SPS.  This may or may not have an effect
    on SPS’s continuing operations.
    v SP USA shut down on
    Friday, November 7th, per orders given, that day, by Kevin Eyers,
    COO and Managing Director of SP USA. 
    Employees had no advance notice. 
    Customers were not given any advance notice.  It is believed that Mr. Eyers is no longer
    employed by SP USA.
    v We have yet to find
    any evidence of SP USA filing Chapter 7.
    v SP USA’s vendors
    have no idea what’s going on regarding the possible resolution of SP USA’s
    debts.  (We encourage SPS to reach out to
    SP USA’s vendors to let them know what’s going on!)
    v The most remarkable ABSENCE of information is
    that there is absolutely no mention, at all, in the November 15th Press
    Release that Service Point USA has been shut down.
    v Excluding SP USA,
    we believe that all other SP subsidiaries are continuing in operation.  It is rumored that CFI, SPS’s financial
    printing business, closed down its operations in the U.S., but that has not
    been confirmed.   
    If anyone
    knows further information about SPS or SP USA, please let me know, via e-mail
    to joel.salus@mac.com
    Finally, the
    Press Release provides this information (but, if you do send an e-mail inquiry
    to Luis, don’t hold your breath waiting for a response!)

    Nota de Prensa
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    Para más información: (which means, FOR MORE INFORMATION, CONTACT): Luis G. Canomanuel
LUCA
    Comunicación Corporativa Tel.: +34 91 435 17 12 lgcanomanuel@lucacom.com
  • Nov 15, 2013, 2:50pm EST
    Web Editor-
    Boston Business Journal
    Link to article just posted on the
    Boston Business Journal site:

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  • Link to article on IRgA Today:

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    Service Point
    Confirms Shut-Down of U.S. Subsidiary; Promises “Concrete” News Later


    Kudos to Ed Avis, Managing Director of the IRgA, for
    reporting on this incredible story.  In
    the article up on IRgA Today, Ed provided a link to an article on Yahoo.
    Here’s a Google-Translate translation of
    the Yahoo Finance Espanol article:
    “The American subsidiary of Service Point paralyzes its
    activity”
    The company will maintain a meeting next week with
    creditor banks to discuss their new offer
    MADRID, 15 (EUROPA PRESS)
    The American subsidiary of Service Point (Madrid:
    SPS.MC – news) , which represents 8 % of total sales of the group and whose
    manager is currently Ernst & Young , has suspended its activity, as
    reported by the company to the National Securities Market (CNMV ) .
    The Spanish group, which decided last October last
    preconcurso creditors present at the rejection of their proposals financial institutions
    to refinance its debt, explained that its management team has requested
    additional information from Ernst & Young, currently managing holding
    company that groups the activities of its subsidiaries in the United States,
    United Kingdom, Norway and Sweden.
    Service Point added that plans to inform the market
    as “take concrete news ” about the status of its U.S. subsidiary.
    Also, in a relevant fact to the regulator, the firm
    has stated that over the past few months has been working on solutions syndicated
    debt restructuring.
    In this regard, the company introduced this week a
    proposal that includes a wholesale debt repurchase amount, less constraints and
    a smaller implementation schedule in order to get closer to the positions of
    the banks.
    MEETING NEXT WEEK
    The company, which has ensured that this proposal
    “clearly improved” the current alternative of banks to sell assets,
    has advanced to a meeting is scheduled with banks next week to discuss the
    terms of the offer and negotiate alternatives.
    Financial institutions reported on 24 October that
    it would not accept any of the proposals submitted earlier by the firm. For
    this reason, Service Point decided to present creditors preconcurso.

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    Article 5 bis of the Bankruptcy Act, by which the company
    welcomes the preconcurso, allows the company to have a period of three months,
    extendable to four, to renegotiate its debt before having to file for
    bankruptcy.
  • Today, Service Point Solutions, the
    public-company (and parent of several SP subsidiaries in other countries) filed
    its Q3 2013 Financial Results Report(s) with the Spanish Stock Exchange.
    The
    financial-results document filed contains a narrative, graphs and numbers.
    Here’s a
    link to the financial results document that contains the narrative (and it is
    in Spanish. Well, the text is in Spanish, but the numbers aren’t!)
    I was able
    to use Google-Translate to translate, to English, the document referenced
    above, but, for some unknown reason, I was unable to print that document to a
    pdf file.  So, if you want to translate
    the document, access the doc in my Google-Docs library (using the link I
    provided), go to Google-Translate, then upload the document and select
    “Spanish” to “English”. (Keep in mind that these translations are far from perfect
    and that Google-Translate does a horrible job with graphs, charts and tables),
    Evidently,
    the Q3 financial-results report was finalized on Nov 6th, and was then
    filed with the Spanish stock exchange today. 
    The report does not make any mention of the “shut down” of SP USA’s
    operations.
    But, on the
    last page of the Q3 financial-results report, it does contain some information
    about SP’s debt and its discussions with lenders.  Here’s what’s said on that page, and, again,
    keep in mind that what you see below is a Google-Translate translation from
    Spanish to English:
    “As has been reported in several Relevant (filings), over recent months company has been working on
    solutions syndicated debt restructuring. After analyze different alternatives,
    the company has sent two proposed banks buyback of debt. The offers provided to
    recapitalize the company would aimed to repurchase 100% of the debt on
    favorable terms for the company (Between € 15M and € 20M), entities providing
    the complete and final separation from the project, leaving no structural debt
    SPS. On October 23, 2013, financial
    institutions (Lloyds Bank, GE Capital, IKB, Calyon, KBC, Deutsche Bank and
    Banco Sabadell) syndicated loan holders Service Point Solutions have rejected
    the bids submitted by that date and have reported the acceleration and early
    maturity of the loans and the implementation of the execution of securities for
    a significant portion of the Group’s businesses (subsidiaries operating in
    United Kingdom, United States, Norway and Sweden). The Board of Directors SPS
    adopted February 24, 2013 the decision to enroll in pre-contest (Article 5a of
    the Bankruptcy Act) in order to defend the interests of its shareholders,
    creditors and their employees.
    (Blog Publisher’s note:  I think they meant to say “October 24th,
    not February 24th)
    . The Company has filed this week a new offer with
    the aim of close to the positions of the banks, that is, greater amount, less conditions
    and with a shorter implementation schedule, we consider improving clearly the
    current alternative of banks to sell assets. A meeting is planned between banks
    and the Company in the next week to discuss the terms of the offer and / or negotiate
    alternatives.
    On November 6, 2013, the SPS Board of Directors
    approved the
    Third quarter results prepared in accordance
    with the facts that the company
    known
    until that date, not reflecting the Group’s accounts the possible impact

    for the company if you do not find a
    solution reached to restructure the
    syndicated debt. The
    effect on the balance sheet and income statement of the situation is
    unquantifiable today.”
    Blog Publisher’s
    comments about the above narrative: 
    It “sounds like”
    the lenders are moving (or have moved) to acquire the securities (the stock) of
    the SP subsidiaries mentioned above. 
    Service Point Solutions filed a second document with the Spanish stock
    exchange today, but I’m not going to post that second document.  If you want to get it, go to the web-site of
    the Spanish stock exchange.
    http://www.cnmv.es   Select “registration files”, then select “companies
    search”, then enter “Service Point”, then select “significant events” and that
    will bring up a page that shows SPS’ filings.
    About SP USA – the report says this about SP USA’s Sales revenues, “Estados Unidos (8% de los ingresos totales del
    grupo): Las ventas han estado un 11% por debajo respecto al año anterior debido
    a una lenta recuperación tras el impacto del huracán Sandy a finales de 2012.
      Per Google-Translate, that translates to,
    “United States (8% of total group revenues): Sales have been below 11% over the
    previous year due to a slow recovery from the impact of Hurricane Sandy in late
    2012.”
    Through the first
    nine months of 2013
    , SPS reported total Sales of 131,963,000; at
    today’s exchange rate, that’s Sales of around $177,886,000 million.  If SP USA’s sales were 8% of that, SP USA’s
    sales were equivalent to $14,231,000 (prox).
    For the three
    months ended September 30, 2013
    , SPS reported total Sales of 39,609,000; at today’s exchange rate, that’s Sales of around $53,394,000.
    If SP USA’s sales were 8% of that, SP USA’s sales were equivalent to $4,272,000
    (prox).

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    Can you imagine
    any company walking away from an operation that generates sales of well over $1
    million per month???!!!
  • Filed by Service Point Solutions with the
    Spain Stock Exchange; filed on November 14, 2013 at 5:17 pm (Spain time zone)
    What the filing said, in Spanish:
    Por la
    presente, SERVICE POINT SOLUTIONS, S.A. pone en su conocimiento, a los efectos
    de dar cumplimiento a lo establecido en el artículo 82 de la Ley 24/1988, del
    Mercado de Valores y disposiciones concordantes el siguiente
    HECHO
    RELEVANTE
    Que D.
    Carlos Cuervo-Arango Martínez, ha presentado su renuncia al cargo de Consejero
    de SERVICE POINT SOLUTIONS, S.A. mediante carta de fecha 6 de Noviembre de
    2013. Que con el fin de cubrir dicha vacante, el Consejo de Administración de
    la compañía, en sesión extraordinaria celebrada en dicha fecha, ha nombrado
    como nuevo miembro, por el procedimiento de cooptación, a D. Matteo Buzzi,
    actual Director Financiero de la sociedad.
    Sin otro
    particular, aprovechamos la ocasión para enviarles un cordial saludo.
    Google-Translate translation into English:
    Hereby,
    SERVICE POINT SOLUTIONS, SA brought to its attention, in order to give compliance
    with the provisions of Article 82 of Law 24/1988, the Securities and follows
    similar provisions
    FACT
    That D.
    Cuervo-Arango Carlos Martinez, has resigned as a Director
    of
    SERVICE
    POINT SOLUTIONS, SA by letter dated November 6, 2013. That in
    to fill such
    vacancy, the Board of Directors of the company, in extraordinary session held
    on that date, as a new member appointed by co-optation, to
    D. Matteo
    Buzzi, currently Chief Financial Officer of the company
    .

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    Without
    further ado, take this opportunity to send a cordial greeting.
  • Blog Publisher’s comment:
    Well, perhaps Office Depot/Max will begin
    offering burgers and roast beef sandwiches to lure customers to its copy
    centers!
    November 13,
    2013
    Office Depot ODP announced that the
    company has, effective immediately, appointed
    Roland C. Smith to become the firm’s new CEO and chairman. Roland previously served as the CEO
    of Delhaize America (albeit briefly, for less than one year), but is most well known for his multiyear tenure at
    Wendy’s/Arby’s
    , where he served in a variety of roles (including the
    president and CEO position) and played a leading role in the execution of the
    merger between the two companies. Additionally, Roland has served more than 10
    years as director and chairman of Carmike Cinemas. We are somewhat surprised by
    the pick, since we had expected that the board would choose a candidate with
    direct hard-goods or multichannel retail experience. Additionally, while we
    were aware th at the Board was pursuing outside candidates, we had expected
    that Neil Austrian or Ravi Saligram, the former CEOs of Office Depot and
    OfficeMax, respectively, would assume temporary roles to help make for a smooth
    transition, so we were also surprised that both executives resigned immediately
    from both the company and the board. It is uncertain whether Roland intends to
    bring in his own hand-picked executive team, which could add to the existing
    turnover from the merger of the two companies. Still, we believe Roland’s
    integration experience will serve him well in executing the Depot-Max merger,
    and we look forward to hearing more regarding his plan of action. 
    Liang Feng,
    reporting for MorningStar Research