DOCUMENT SECURITY SYS INC DSS S
March 27, 2012 - 2:23pm EST by
tim321
2012 2013
Price: 3.23 EPS $0.00 $0.00
Shares Out. (in M): 21 P/E 0.0x 0.0x
Market Cap (in $M): 71 P/FCF 0.0x 0.0x
Net Debt (in $M): 0 EBIT 0 0
TEV ($): 0 TEV/EBIT 0.0x 0.0x
Borrow Cost: NA

Sign up for free guest access to view investment idea with a 45 days delay.

  • Bankruptcy Risk
  • Poor management
 

Description

I think Document Security Systems is a short that will eventually grind to zero. I recently stumbled upon this company while doing a security by security sector scrub looking for long ideas. 


Document Security Systems
VIC Investment Discussion
March 2012
 
Situation Overview:
 
•Document Security Systems (“DSS”) develops, manufactures, and markets paper and plastic products to protect information from unauthorized scanning, copying, and digital imaging in the United States and internationally.
–Four operating segments: Printing Group, Plastics Group, Packaging Group, Digital Group.
–Market Cap - $71mm, EV - $75mm
–2011 revenue of $13.4mm and EBITDA of $(2.7)mm
–Short interest < 6% of shares outstanding; stock borrow costs < 7%; options listed 
 
•The Company appears to be promotional and have a history of overpromising and under-delivering
–China, Apple, IP licensing, and cloud computing all rolled into one story
–Frivolous lawsuits against potential and past clients where potential damage awards get highlighted to DSS investors
–R&D analysis versus IP hype suggests real IP value might be much less than the company believes

•DSS has consistently lost money since inception and has funded those losses with persistent equity raises
–Cumulative cash from operations outflows the past 10 years = $(15.8)mm
–Cumulative issuance of common stock the past 10 years = $23.5mm

•Ownership analysis of the Company turns up troubling information
–Current FBI and SEC investigation into Fletcher Asset Management, the largest shareholder of DSS per proxy
–Chairman Robert Fagenson’s past track record as a director and with the SEC
–Color on Martin Vegh and Patrick White’s background

•Recently filed 10-K analysis
–Material weaknesses in internal controls
–Convertible note to Mayer Laufer
–Balance sheet 
 
Company Profile:
 
Four divisions at DSS:
 

DSS Printing Group -Provides secure and commercial printing services for end-user customers along with technical support for the Company’s technology licensees. The division produces a wide array of printed materials such as security paper, vital records, prescription paper, birth certificates, receipts, manuals, identification materials, entertainment tickets, secure coupons, parts tracking forms, brochures, direct mailing pieces, catalogs, business cards, etc. The division also provides the basis of research and development for its security printing technologies. 

DSS Plastics Group -Manufactures laminated and surface printed cards which can include magnetic stripes, bar codes, holograms, signature panels, invisible ink, micro fine printing, guilloche patterns, Biometric, Radio Frequency Identification (RFID) and watermarks for printed plastic documents such as ID cards, event badges, and driver’s licenses.

DSS Packaging Group -Produces custom paperboard packaging serving clients in the pharmaceutical, beverage, photo packaging, toy, specialty foods and direct marketing industries, among others. The division incorporates our security technologies into printed packaging to help companies prevent or deter brand and product counterfeiting.

DSS Digital Group -Provides data center centric solutions to businesses and governments delivered via the “cloud”. This division is also developing proprietary digital data security technologies based on the Company’s optical deterrent technologies. 

DSS customer example:

“I think we have some extremely valuable customer relationships when you’re talking Proctor & Gamble, Boeing just to name a few  - those are compelling clients– I don’t think they would be with us if we didn’t have what we said we have”

 - CEO, Patrick White

The company is honest about the tough compeition:

And hints at the acquisition possibilities

Competitive landscape: Major companies with small brand protection segments: 3M, Eastman Kodak, JDS Uniphase, Illinois Tool Works, Inc., Dai Nippon Printing, Avery Dennison, Brady Corp, Checkpoint Systems

Public Companies concentrated counterfeit prevention: De La Rue, Op Sec, L-1 Identity Solutions, Zebra Technologies, Applied DNA, Hologram Indisturies, Gemalto NV

The PR Story - The Holy Superfecta

China/Apple/Cloud Computing/IP Licensing

China:  

"Finally, I don’t know if you were aware of this, but during the fourth quarter Kodak and DSS secured a high-end wine
label in China, where counterfeits in the wine industry are booming. This project is ongoing and from what we hear
the technology was a huge hit with the Chinese wine bottlers.

More importantly, this project is a great example as to the value-added DSS technologies. This is an example of a
Chinese brand owner that selected Kodak private-branded DSS technologies to protect its product in 1 of the most
notoriously counterfeiting countries in the world." - Q4 2011 Earnings Call

Apple:

"I’m also pleased to inform you that our packaging division has had a rise in sales this quarter as it began making the
packaging for the Kogeto Dot camera attachment for the Apple iPhone. By the way, the Kogeto Dot camera is now in
Apple stores and we have received preorders in the first quarter. Also, I heard today that we are getting our first order
for the European introduction of the product for Apple.

Speaking of Apple, our plastics RFID division, which is now performing strongly, reports that Apple continues to give
DSS orders for secure access control products. This work has been recurring and continuously growing. Our business
development people are happy, since this work is allowing DSS to get face time as well as build our relationships with
key Apple buyers." - Q4 2011 Earnings Call

Cloud Computing:

"Another opportunity which came to DSS through IP Capital is with a large cloud computing subsidiary of a major
global corporation that is seeking DSS data security software technology. This particular client seeks to distribute the
technology from its cloud to apply security to all forms of data, especially government and medical data.

Also, I am pleased to inform you that our digital division has completed and made available the first-ever cloud
produced variable secure document, or VSD as we call it. Briefly, DSS now has the ability to protect variable
information for printing in remote locations around the globe for our cloud computing servers. This is not, I repeat not,
a testing or development situation. The software product is finished and being marketed today by DSS." - Q4 2011 Earnings Call

IP Licensing:

"We expect this relationship to lead to substantial growth in licensable digital technology and patent assets in 2012 and
well into the future. It’s important to note that after review of our patent assets, IP Capital determined, #1, that DSS
is an overall leader in patent filings related to core enabling technologies for document security, #2, DSS is among the
top 20 patent assignees in the document security field, #3, most of DSS’s patent portfolio has been filed since 2005,
which makes it a young IP portfolio." - Q4 2011 Earnings Call

The story from a historical financial perspective:


For the Fiscal Period Ending
12 months
Dec-31-2007A
12 months
Dec-31-2008A
12 months
Dec-31-2009A
12 months
Dec-31-2010A
12 months
Dec-31-2011A
     
Currency
USD
USD
USD
USD
USD
     
 
Total Revenue
5.991 6.643 9.912 13.382 13.384      
Growth Over Prior Year
39.06% 10.88% 49.20% 35.01% 0.02%      
                 
Gross Profit
3.127 3.614 3.655 3.685 4.172      
Margin %
52.20% 54.40% 36.88% 27.54% 31.17%      
                 
EBITDA
(5.076) (3.740) (2.051) (2.259) (2.707)      
Margin %
(84.72%) (56.30%) (20.69%) (16.88%) (20.23%)      
                 
EBIT
(7.021) (6.028) (3.712) (3.520) (3.474)      
Margin %
(117.19%) (90.74%) (37.45%) (26.30%) (25.96%)      
                 
Earnings from Cont. Ops.
(6.975) (8.285) (3.990) (3.463) (3.222)      
Margin %
(116.43%) (124.72%) (40.26%) (25.88%) (24.08%)      
                 
Net Income
(6.987) (8.285) (3.990) (3.463) (3.222)      
Margin %
(116.62%) (124.72%) (40.26%) (25.88%) (24.08%)      
                 
Diluted EPS Excl. Extra Items³
(0.512) (0.592) (0.271) (0.195) (0.166)      
Growth Over Prior Year
NM NM NM NM NM      



DSS highlights the top line growth as selling point to investors but the top line failed to grow in 2011 due to the printing division:



           
December 31, 2011  December 31, 2010  %change           

Revenue            

Printing $3,227,000  $4,697,000   -31%

Packaging  5,940,000   5,753,000   3%

Plastic IDs and cards  2,769,000   2,291,000   21%

Licensing and digital solutions  1,447,000   641,000   126%             

Total Revenue $13,383,000  $13,382,000   0%



The cash flow statement tells the story

Cumulative cash from operations outflow the past 6 years = $(12.5)mm
Cumulative issuance of common stock the past 6 years = $14.7mm
 
But Ignore the past, and look into the future
 
“This is just a peek into the future – a conservative growth model. The key is that the margins increase as we transcend from traditional printing and packaging and labels to security printing, packing and labels and digital  where there is much higher margins which bodes well for all of us.”  - CEO Patrick White 

Company predictions = Revenue from $13mm today to $78-102mm in 5 years, Gross margin from 26% to 54% in 5 years, SG&A from $4.2mm to $10-12.5mm in 5 years, and Operating Margin from -28% to 45% in 5 years

Ownership Overview:

Recent proxy shows Robert Fageson and Fletcher Asset Management as only shareholders > 5%

According to 2/14 13G, Fletcher has reduced stake... why?  

Meet Alphonse Fletcher Jr of Fletcher Asset Management:

"I don't want to sound  arrogant, but I think you'd have to say we're pretty smart at what we do.”                                           

- Alphonse Fletcher Jr.

The good: 

•   Educated at Harvard University
•   During its first five years of operation, Fletcher Asset Management's annual returns averaged well over 300% percent                
•   Flagship fund reportedly went 11 straight years without a single losing month 
 

The bad:

•On July 7th 2011, the WSJ exposed Fletcher Asset Management and now the SEC and FBI have an
   ongoing investigation 
 

From WSJ:

Highflier Tells Clients to Wait

Withdrawal Delays Shine Light on Hedge Fund Boasting Long 'Win' Streak—and Unorthodox Methods

Last month, after two of the pension boards sought to withdraw some of their cash, Fletcher instead sent them promissory notes "in satisfaction of this redemption request" that pledged payment within two years.


Fletcher did "intense and compressed due diligence" on DSS:

Sandy Wyman
Gilford Securities
Okay, I appreciate that. As far as Fletcher is concerned, and I presume they're on the call and so forth, is this strictly
a financial commitment on their part or do they have representation on the board? It seems strange to me that
they're willing to make ultimately a potential $16 million commitment and that's a great testament to you. But with a
company that was really just sort of floundering here to a great extent, they must have seen an awful lot that many
other people haven't seen, and I'm just wondering what that sort of decision process was.

Robert Fagenson
Well I certainly don't like to speak for someone else, but it was a very intense and very compressed due diligence
process that took place over the last few weeks of the year but they had certainly identified us before that time.
Fletcher are pretty smart folks who take a look at industries, who take a look at companies and decide where they
think the future might bring the greatest chance to make strategic investments in areas that they think can be
explosively exciting.

I think that despite the fact that the past few years have been difficult, I think they see what you've seen over the
years and what your clients have seen, I mean all of us who have the ability to vote with our feet but have stayed on
board or increased our investments have done, which is, despite the lumbering pace at which things may happen in
this industry and for us, probably we've reached a strategic tipping point where if ever the value of the intellectual
property of this company is going to suddenly start showing commercial value to all of us who are shareholders, this is
probably the 12-24-month period where some of us would want to be investing if we first walking in for the first time.
So I say they are not activists and that they don't have representation on the board although we'd welcome that if
they chose to at some point. But I think they like the industry and they feel that the IP suite of the company is strong
enough that it's going to be very very valuable in the years to come. I certainly agree with them and I certainly hope
we're all right.

Chairman Robert B. Fageson:

Sampling of past director posts:

•Director of Cash Technologies Inc. since 1998
• Currently on the pink sheets with a 12K market cap

•Former director of SPO Medical (formerly Nu-Tech Biomedical)
•Trading at one penny or a 340K market cap 
 
•Former director of Intrenet since 1999
• Filed Chapter 11 in 2001
 
•Former Director of Strings, Ltd.
• Filed for Chapter 11 bankruptcy in 1992
 
•Former director of Hudson Hotels
• Filed for Chapter 11 bankruptcy in 2003
 
•Former director of Healthy Planet Products
• Ceased operations in 2003
 
Fageson & Co paper trail:
 

RBC Capital Markets Corp., Equity Station Inc., Fagenson & Co. Inc., Olympic Securities LLC, and Alpine Securities Corp. have consented to pay $385,000 to settle Financial Industry Regulatory Authority that they sold collectively over 7.5 billion in “unregistered” penny stock in Universal Express Inc. shares and made about $8.4 million as a result.

• Fagenson & Co. has agreed to a $165,000 fine and made $44,000 in commissions

Full background report:

http://www.finra.org/web/groups/industry/@ip/@enf/@ad/documents/industry/p121326.pdf

SEC Obtains Judgment Against Florida Stockbroker Stephen Fayette

The Securities and Exchange Commission announced today that on Dec. 30, 2010, the United States District Court for the Northern District of Texas entered a Final Judgment against Stephen Fayette (Fayette), of Sarasota, Florida. The Commission's complaint alleged that Fayette was part of a scheme to pump and dump the stock of ConnectAJet.com, Inc. According to the complaint, ConnectAJet.com, Inc., of Austin, Texas, issued 30 million shares of stock in an illegal, unregistered offering to certain penny stock promoters. To pump up demand for the stock, ConnectAJet.com, Inc. and its chief executive, attorney Martin T. Cantu, launched a nationwide advertising campaign including false press releases. The complaint alleged that Fayette, a registered representative at Fagenson & Co., Inc. facilitated the scheme by liquidating ConnectAJet.com, Inc. shares  shares on behalf of multiple customers, including the penny stock promoters.

Martin Veigh:

•Records indicate Martin Vegh was with Starr Securities.
•  Starr was co-underwriter of Cash Technologies  (CTQN.PK) where Robert  Fagenson is a director.
•  Recent 13D filing states Vegh is an Account Executive at Fagenson and Co.       
 
CEO Patrick J. White:
 
Background check on Patrick J. White turned up a foreclosure record:
 
Erie Civil Supreme, Index Number 001589/2009, GMAC Mortgage, LLC vs. White, Patrick J.
 
Background check on Patrick J. White turned up a bankruptcy filing:
 
Case Number 0323831, Chapter 13 Filing, Rochester, NY, Defendant White, Patrick J.
 
Recent filing discloses identity of investors in Feb. 2012 placement:
 
Name of Selling Security Holders Common Stock Beneficially Owned prior to the Offering  Number of Shares Offered by Selling
Security Holder  Number of Shares and Percent Beneficially Owned After the Offering         # of Shares  % of Class 
Frost Gamma Investments Trust(1)  241,935(2)  241,935(2)  0   0 
GRQ Consultants, Inc.(3)  659,580(4)(5)  483,870(4)  175,710(5)  Less than 1% 
Hudson Bay Master Fund, Ltd. (6)  725,805(7)  725,805(7)  0   0 
Palladium Capital Advisors, LLC(8)  5,806(9)  5,806(9)  0   0 
Moishe Hartstein (8)  52,258(10)  52,258(10)  0   0 
 
Frost Gamma = Dr. Phillip Frost, of OPKO Health
Hudson Bay hired ex-Amaranth former COO 

10-K analysis:

"We have material weaknesses in our internal control over financial reporting structure, which, until remedied, may cause errors in our financial statements that could require restatements of our financial statements and investors may lose confidence in our reported financial information, which could lead to a decline in our stock price.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting in each Annual Report on Form 10-K.

We have identified two material weaknesses in our internal control over financial reporting in our annual assessment of internal controls over financial reporting that management performed for the year ended December 31, 2011. Management has concluded that (i) we did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties; and (ii) we lack sufficient resources within the accounting department to have effective controls associated with identifying and accounting for complex and non-routine transactions in accordance with U.S. generally accepted accounting principles, and that the foregoing represented material weaknesses in our internal control over financial reporting. We are uncertain at this time of the costs to remediate all of the above listed material weaknesses, however, we anticipate the cost to be in the range of $200,000 to $400,000 (including the cost of hiring additional qualified accounting personnel to eliminate segregation of duties issues and using the services of accounting consultants for complex and non-routine transactions if and when they arise). We cannot guarantee that the actual costs to remediate these deficiencies will not exceed this amount. If our internal control over financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements and in our disclosure that could require restatements. Investors may lose confidence in our reported financial information and in our disclosure, which could lead to a decline in our stock price.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected."

 

Convertible Note to a "Mayer Laufer" in recent 10-K:

"On December 30, 2011, we issued a convertible promissory note to Mayer Laufer (the “Lender”), in the principal amount of $575,000. The proceeds of the note were used to pay off a note previously entered into between one of our subsidiaries, Secuprint, and the Lender. Under the December 30, 2011 note, Lender may, at any time during the one year term of the note, convert up to $575,000 of the principal amount into shares of the Company’s common stock at a conversion price of $2.21 per share."

Google search on Mayer Laufer:

sec.gov/news/digest/1974/dig022174.pdf

"MAYER LAUFER SANCTIONED.  An order has been issued revoking the broker-dealer regis-tration of Mayer Laufer, doing business as Mayer..."


Low R&D spend for an IP Company:

On both an absolute basis and relative to other fees the company incurs

Operating Expenses

    Year Ended 
December 31, 2011
    Year Ended 
December 31, 2010
    % change  
                   
Operating Expenses                        
Sales, general and administrative compensation   $ 3,782,000     $ 3,431,000       10 %
Professional Fees     758,000       603,000       26 %
Sales and marketing     519,000       238,000       118 %
Research and development     285,000       265,000       8 %
Rent and utilities     693,000       659,000       5 %
Other     803,000       642,000       25 %
      6,840,000       5,838,000       17 %
Other Operating Expenses                        
Depreciation and software amortization     123,000       140,000       -12 %
Stock based compensation     399,000       423,000       -6 %
Impairment of patents     -       377,000       -100 %
Amortization of intangibles     284,000       803,000       -65 %
      806,000       1,743,000       -54 %
Total Operating Expenses   $ 7,646,000     $ 7,581,000       1 %

Sales, general and administrative compensation costs were 10% higher during 2011 as compared to 2010 which reflect additions in sales and marketing personnel made during 2011 along with the addition of seven people from the Company’s digital division.

Professional fees increased 26% during 2011 primarily due to increases in consulting fees, investor relations costs and legal fees.

 

...Or relative to a sampling of private placement/PR fees:

"On February 13, 2012, we completed the sale of $3,000,000 of units to investors in a private placement (the “Offering”). Net proceeds to the Company from the Offering were approximately $2,800,000. The Offering consisted of the sale of common stock and warrants. A total of 967,740 shares of common stock were sold, and warrants to purchase up to an aggregate of 483,870 shares of common stock at a price of $3.10 per share were issued to the investors in the Offering. The net proceeds of the Offering will be used for working capital purposes, payment of debt, and for further development of the Company’s intellectual property portfolio." (implied $200K cost)

"Also, on February 20, 2012, the Company entered into consulting arrangement with Century Media Group for the provision of investor relations services. As compensation Century Media will receive a fee of $10,000 per month for the one year term, plus the Company issued Century Media a 14-month warrant (the “Century Media Warrant”) to purchase up to 250,000 shares of the Company’s common stock at exercise prices of $4.50, $4.75, $5.00, $5.25 and $6.00 for each 50,000 shares subject to the Century Media Warrant. The Century Media Warrant vested in full on the date of issuance. The Company calculated the fair value of the warrant at approximately $241,000, using the Black Scholes-Merton option pricing model, in the first quarter of 2012. Expense for consulting services will be recorded over the 14-month service term."

"Financing Cash Flows - The Company used a net of approximately $711,000 of cash for financing activities including payments under debt of $359,000 and capitalized lease obligations of $88,000. In addition, the Company paid $240,000 in accrued placement agent fees in January 2011 for the sale of equity which had occurred in December 2010. As noted above, the Company borrowed $1,200,000 under at 10-Year note for purchase of the Company’s Packaging division’s 40,000 square foot facility."

 

ECB Ligitation:

•The company filed a lawsuit in 2005 against the ECB claiming patent infringement
•  The company was seeking hundreds of millions in damages
•  Chairman Fagenson -  “The numbers were staggering. It proved to be an incorrect assumption.” 

Unknown Analyst
I have been an investor in this company for approximately 5 years. I’ve been following the company from when the
stock was $12 until the stock went down to $1.30, throughout all the swings. I’ve noticed, obviously, the company has
changed course in what the plan was originally to do to what the plan is to do today. One of my questions is why, 5
years ago, when I think the company was probably 10% of what it was, stock was at $12, today, the company sounds
like it’s got everything, the stock fluctuates anywhere between $3-5 on sometimes heavy volume, sometimes not,
sometimes almost a 1-day bingo. Down a buck, then up a buck. That’s 1 of my questions.

Robert Fagenson
Chairman and Member of Compensation & Management Resources Committee
Dan, there was an entire group of investors who believed that we were going to have a tremendous success in our
lawsuits against the European Monetary Authority in terms of defense of our patents and infringement, and as a 

result, people were doing extrapolations on what they thought the company would garner if we were even mildly
successful in those suits. The numbers were staggering. It proved to be an incorrect assumption. And as a result, the
company’s gone through almost a complete changeover of shareholder base, and a lot of people who unfortunately
paid high prices have left, and the company is now based more on in terms of what it’s doing than what is out there in
terms of expectations and extrapolations of what might happen if we had a supposed windfall. So I think we are more
rationally based in terms of both expectations and valuations now.

ECB Litigation:

•It appears that the company spent more than $4.2mm on the ECB litigation with potentially more to come
 
•  This amount is more than the entire cumulative R&D spend from the company over the past 10 years ($3mm) 
 
"During the course of the ECB litigation, the most significant events in the case were challenges of patent validity by the ECB in nine jurisdictions in Europe as a core component of its defense.  The Company believed that the ECB’s challenge of patent validity represented the biggest hurdle to a successful outcome of the overall infringement case.  During the course of the ECB litigation, the Company spent approximately $4,247,000 on legal and related court cost associated with defending the patent in these jurisdictions.   The Company amortized these costs over the expected life of the patent which expired as of January 2010.  "

"In certain jurisdictions in the ECB Litigation, the losing party is responsible for the other party’s legal fees, subject to court approval. The Company paid a total of £356,490 to the ECB for the United Kingdom case. Trebuchet paid for the costs reimbursements due, if any, for all of the other jurisdictions described above, except for approximately €156,000 for the Germany case, of which approximately €132,000 ($170,000) was due as of December 31, 2011, and approximately €175,000 ($226,000 at December 31, 2011) for the Netherlands case, for which Trebuchet transferred funds to the Company for disbursement of these amounts in July 2011, which the Company has recorded as accrued liabilities at December 31, 2011. In addition, in September 2007, the ECB formally requested the Company to pay attorneys and court fees for the Court of First Instance case in Luxembourg in the amount of €93,752 ($121,000 at December 31, 2011) which, unless the amount is settled will be subject to an assessment procedure that has not been initiated. The Company will accrue the assessed amount, if any, as soon as it is reasonably estimable."

Now they are suing former client coupons.com:

•  Patrick White throws out a $250mm estimated damages number 

Patrick J. White
Chief Executive Officer and Director
Thank you Phil. Before I begin, I would like to respond to numerous questions posed to me concerning our litigation
with Coupons.com. For those of you who are new to DSS, briefly, DSS filed a lawsuit against Coupons.com, which is a
private company that generates billions of consumer product coupons from a website on the internet.


DSS filed a suit in federal court here in Rochester, New York last fall for breach of contract on a trade secret issue. If it
makes it that far, the case will be a jury trial. It is DSS’s contention that Coupons.com has been utilizing trade secrets
they received from DSS under a signed nondisclosure agreement on billions of internet-generated coupons since 2006.


Based on media reports on Coupons.com’s coupon volume, along with our royalty rate, our amount of estimated
damages is more than $250 million. This is strictly an estimate, and will be confirmed when depositions begin. The
amount will likely be material, which would require disclosure by Coupons.com in the risk factors section of any
prospectus they may file in an initial public offering, which has been predicted by various media.


The other fact is that the next hearing is scheduled on October 9, 2012. DSS has engaged the law firm Nixon Peabody
to represent DSS in this matter. And finally, it’s important to note that Nixon Peabody took the matter nearly entirely
on contingency after performing their due diligence.


12/31/2011 Balance Sheet from Capital IQ:

Book Value/Share: $.28

Tangible Book Value/Share: $.01


Future Capital Needs:

"Future Capital Needs - As of December 31, 2011, we had cash of approximately $718,000. In addition, the Company had approximately $330,000 available to its Packaging division and $44,000 available to its Digital division under a revolving credit line with a financial institution. In February 2012, the Company raised approximately $2,800,000 in net proceeds from a private placement of its common stock and warrants to address the Company’s near term financing needs. The Company believes that its current cash resources and credit line resources provide it sufficient resources in order to fund its operations and meet its obligations for at least the next twelve months."

Catalyst

 Louisiana Pension Fund
 
Time
    sort by    

    Description

    I think Document Security Systems is a short that will eventually grind to zero. I recently stumbled upon this company while doing a security by security sector scrub looking for long ideas. 


    Document Security Systems
    VIC Investment Discussion
    March 2012
     
    Situation Overview:
     
    •Document Security Systems (“DSS”) develops, manufactures, and markets paper and plastic products to protect information from unauthorized scanning, copying, and digital imaging in the United States and internationally.
    –Four operating segments: Printing Group, Plastics Group, Packaging Group, Digital Group.
    –Market Cap - $71mm, EV - $75mm
    –2011 revenue of $13.4mm and EBITDA of $(2.7)mm
    –Short interest < 6% of shares outstanding; stock borrow costs < 7%; options listed 
     
    •The Company appears to be promotional and have a history of overpromising and under-delivering
    –China, Apple, IP licensing, and cloud computing all rolled into one story
    –Frivolous lawsuits against potential and past clients where potential damage awards get highlighted to DSS investors
    –R&D analysis versus IP hype suggests real IP value might be much less than the company believes

    •DSS has consistently lost money since inception and has funded those losses with persistent equity raises
    –Cumulative cash from operations outflows the past 10 years = $(15.8)mm
    –Cumulative issuance of common stock the past 10 years = $23.5mm

    •Ownership analysis of the Company turns up troubling information
    –Current FBI and SEC investigation into Fletcher Asset Management, the largest shareholder of DSS per proxy
    –Chairman Robert Fagenson’s past track record as a director and with the SEC
    –Color on Martin Vegh and Patrick White’s background

    •Recently filed 10-K analysis
    –Material weaknesses in internal controls
    –Convertible note to Mayer Laufer
    –Balance sheet 
     
    Company Profile:
     
    Four divisions at DSS:
     

    DSS Printing Group -Provides secure and commercial printing services for end-user customers along with technical support for the Company’s technology licensees. The division produces a wide array of printed materials such as security paper, vital records, prescription paper, birth certificates, receipts, manuals, identification materials, entertainment tickets, secure coupons, parts tracking forms, brochures, direct mailing pieces, catalogs, business cards, etc. The division also provides the basis of research and development for its security printing technologies. 

    DSS Plastics Group -Manufactures laminated and surface printed cards which can include magnetic stripes, bar codes, holograms, signature panels, invisible ink, micro fine printing, guilloche patterns, Biometric, Radio Frequency Identification (RFID) and watermarks for printed plastic documents such as ID cards, event badges, and driver’s licenses.

    DSS Packaging Group -Produces custom paperboard packaging serving clients in the pharmaceutical, beverage, photo packaging, toy, specialty foods and direct marketing industries, among others. The division incorporates our security technologies into printed packaging to help companies prevent or deter brand and product counterfeiting.

    DSS Digital Group -Provides data center centric solutions to businesses and governments delivered via the “cloud”. This division is also developing proprietary digital data security technologies based on the Company’s optical deterrent technologies. 

    DSS customer example:

    “I think we have some extremely valuable customer relationships when you’re talking Proctor & Gamble, Boeing just to name a few  - those are compelling clients– I don’t think they would be with us if we didn’t have what we said we have”

     - CEO, Patrick White

    The company is honest about the tough compeition:

    And hints at the acquisition possibilities

    Competitive landscape: Major companies with small brand protection segments: 3M, Eastman Kodak, JDS Uniphase, Illinois Tool Works, Inc., Dai Nippon Printing, Avery Dennison, Brady Corp, Checkpoint Systems

    Public Companies concentrated counterfeit prevention: De La Rue, Op Sec, L-1 Identity Solutions, Zebra Technologies, Applied DNA, Hologram Indisturies, Gemalto NV

    The PR Story - The Holy Superfecta

    China/Apple/Cloud Computing/IP Licensing

    China:  

    "Finally, I don’t know if you were aware of this, but during the fourth quarter Kodak and DSS secured a high-end wine
    label in China, where counterfeits in the wine industry are booming. This project is ongoing and from what we hear
    the technology was a huge hit with the Chinese wine bottlers.

    More importantly, this project is a great example as to the value-added DSS technologies. This is an example of a
    Chinese brand owner that selected Kodak private-branded DSS technologies to protect its product in 1 of the most
    notoriously counterfeiting countries in the world." - Q4 2011 Earnings Call

    Apple:

    "I’m also pleased to inform you that our packaging division has had a rise in sales this quarter as it began making the
    packaging for the Kogeto Dot camera attachment for the Apple iPhone. By the way, the Kogeto Dot camera is now in
    Apple stores and we have received preorders in the first quarter. Also, I heard today that we are getting our first order
    for the European introduction of the product for Apple.

    Speaking of Apple, our plastics RFID division, which is now performing strongly, reports that Apple continues to give
    DSS orders for secure access control products. This work has been recurring and continuously growing. Our business
    development people are happy, since this work is allowing DSS to get face time as well as build our relationships with
    key Apple buyers." - Q4 2011 Earnings Call

    Cloud Computing:

    "Another opportunity which came to DSS through IP Capital is with a large cloud computing subsidiary of a major
    global corporation that is seeking DSS data security software technology. This particular client seeks to distribute the
    technology from its cloud to apply security to all forms of data, especially government and medical data.

    Also, I am pleased to inform you that our digital division has completed and made available the first-ever cloud
    produced variable secure document, or VSD as we call it. Briefly, DSS now has the ability to protect variable
    information for printing in remote locations around the globe for our cloud computing servers. This is not, I repeat not,
    a testing or development situation. The software product is finished and being marketed today by DSS." - Q4 2011 Earnings Call

    IP Licensing:

    "We expect this relationship to lead to substantial growth in licensable digital technology and patent assets in 2012 and
    well into the future. It’s important to note that after review of our patent assets, IP Capital determined, #1, that DSS
    is an overall leader in patent filings related to core enabling technologies for document security, #2, DSS is among the
    top 20 patent assignees in the document security field, #3, most of DSS’s patent portfolio has been filed since 2005,
    which makes it a young IP portfolio." - Q4 2011 Earnings Call

    The story from a historical financial perspective:


    For the Fiscal Period Ending
    12 months
    Dec-31-2007A
    12 months
    Dec-31-2008A
    12 months
    Dec-31-2009A
    12 months
    Dec-31-2010A
    12 months
    Dec-31-2011A
         
    Currency
    USD
    USD
    USD
    USD
    USD
         
     
    Total Revenue
    5.991 6.643 9.912 13.382 13.384      
    Growth Over Prior Year
    39.06% 10.88% 49.20% 35.01% 0.02%      
                     
    Gross Profit
    3.127 3.614 3.655 3.685 4.172      
    Margin %
    52.20% 54.40% 36.88% 27.54% 31.17%      
                     
    EBITDA
    (5.076) (3.740) (2.051) (2.259) (2.707)      
    Margin %
    (84.72%) (56.30%) (20.69%) (16.88%) (20.23%)      
                     
    EBIT
    (7.021) (6.028) (3.712) (3.520) (3.474)      
    Margin %
    (117.19%) (90.74%) (37.45%) (26.30%) (25.96%)      
                     
    Earnings from Cont. Ops.
    (6.975) (8.285) (3.990) (3.463) (3.222)      
    Margin %
    (116.43%) (124.72%) (40.26%) (25.88%) (24.08%)      
                     
    Net Income
    (6.987) (8.285) (3.990) (3.463) (3.222)      
    Margin %
    (116.62%) (124.72%) (40.26%) (25.88%) (24.08%)      
                     
    Diluted EPS Excl. Extra Items³
    (0.512) (0.592) (0.271) (0.195) (0.166)      
    Growth Over Prior Year
    NM NM NM NM NM      



    DSS highlights the top line growth as selling point to investors but the top line failed to grow in 2011 due to the printing division:



               
    December 31, 2011  December 31, 2010  %change           

    Revenue            

    Printing $3,227,000  $4,697,000   -31%

    Packaging  5,940,000   5,753,000   3%

    Plastic IDs and cards  2,769,000   2,291,000   21%

    Licensing and digital solutions  1,447,000   641,000   126%             

    Total Revenue $13,383,000  $13,382,000   0%



    The cash flow statement tells the story

    Cumulative cash from operations outflow the past 6 years = $(12.5)mm
    Cumulative issuance of common stock the past 6 years = $14.7mm
     
    But Ignore the past, and look into the future
     
    “This is just a peek into the future – a conservative growth model. The key is that the margins increase as we transcend from traditional printing and packaging and labels to security printing, packing and labels and digital  where there is much higher margins which bodes well for all of us.”  - CEO Patrick White 

    Company predictions = Revenue from $13mm today to $78-102mm in 5 years, Gross margin from 26% to 54% in 5 years, SG&A from $4.2mm to $10-12.5mm in 5 years, and Operating Margin from -28% to 45% in 5 years

    Ownership Overview:

    Recent proxy shows Robert Fageson and Fletcher Asset Management as only shareholders > 5%

    According to 2/14 13G, Fletcher has reduced stake... why?  

    Meet Alphonse Fletcher Jr of Fletcher Asset Management:

    "I don't want to sound  arrogant, but I think you'd have to say we're pretty smart at what we do.”                                           

    - Alphonse Fletcher Jr.

    The good: 

    •   Educated at Harvard University
    •   During its first five years of operation, Fletcher Asset Management's annual returns averaged well over 300% percent                
    •   Flagship fund reportedly went 11 straight years without a single losing month 
     

    The bad:

    •On July 7th 2011, the WSJ exposed Fletcher Asset Management and now the SEC and FBI have an
       ongoing investigation 
     

    From WSJ:

    Highflier Tells Clients to Wait

    Withdrawal Delays Shine Light on Hedge Fund Boasting Long 'Win' Streak—and Unorthodox Methods

    Last month, after two of the pension boards sought to withdraw some of their cash, Fletcher instead sent them promissory notes "in satisfaction of this redemption request" that pledged payment within two years.


    Fletcher did "intense and compressed due diligence" on DSS:

    Sandy Wyman
    Gilford Securities
    Okay, I appreciate that. As far as Fletcher is concerned, and I presume they're on the call and so forth, is this strictly
    a financial commitment on their part or do they have representation on the board? It seems strange to me that
    they're willing to make ultimately a potential $16 million commitment and that's a great testament to you. But with a
    company that was really just sort of floundering here to a great extent, they must have seen an awful lot that many
    other people haven't seen, and I'm just wondering what that sort of decision process was.

    Robert Fagenson
    Well I certainly don't like to speak for someone else, but it was a very intense and very compressed due diligence
    process that took place over the last few weeks of the year but they had certainly identified us before that time.
    Fletcher are pretty smart folks who take a look at industries, who take a look at companies and decide where they
    think the future might bring the greatest chance to make strategic investments in areas that they think can be
    explosively exciting.

    I think that despite the fact that the past few years have been difficult, I think they see what you've seen over the
    years and what your clients have seen, I mean all of us who have the ability to vote with our feet but have stayed on
    board or increased our investments have done, which is, despite the lumbering pace at which things may happen in
    this industry and for us, probably we've reached a strategic tipping point where if ever the value of the intellectual
    property of this company is going to suddenly start showing commercial value to all of us who are shareholders, this is
    probably the 12-24-month period where some of us would want to be investing if we first walking in for the first time.
    So I say they are not activists and that they don't have representation on the board although we'd welcome that if
    they chose to at some point. But I think they like the industry and they feel that the IP suite of the company is strong
    enough that it's going to be very very valuable in the years to come. I certainly agree with them and I certainly hope
    we're all right.

    Chairman Robert B. Fageson:

    Sampling of past director posts:

    •Director of Cash Technologies Inc. since 1998
    • Currently on the pink sheets with a 12K market cap

    •Former director of SPO Medical (formerly Nu-Tech Biomedical)
    •Trading at one penny or a 340K market cap 
     
    •Former director of Intrenet since 1999
    • Filed Chapter 11 in 2001
     
    •Former Director of Strings, Ltd.
    • Filed for Chapter 11 bankruptcy in 1992
     
    •Former director of Hudson Hotels
    • Filed for Chapter 11 bankruptcy in 2003
     
    •Former director of Healthy Planet Products
    • Ceased operations in 2003
     
    Fageson & Co paper trail:
     

    RBC Capital Markets Corp., Equity Station Inc., Fagenson & Co. Inc., Olympic Securities LLC, and Alpine Securities Corp. have consented to pay $385,000 to settle Financial Industry Regulatory Authority that they sold collectively over 7.5 billion in “unregistered” penny stock in Universal Express Inc. shares and made about $8.4 million as a result.

    • Fagenson & Co. has agreed to a $165,000 fine and made $44,000 in commissions

    Full background report:

    http://www.finra.org/web/groups/industry/@ip/@enf/@ad/documents/industry/p121326.pdf

    SEC Obtains Judgment Against Florida Stockbroker Stephen Fayette

    The Securities and Exchange Commission announced today that on Dec. 30, 2010, the United States District Court for the Northern District of Texas entered a Final Judgment against Stephen Fayette (Fayette), of Sarasota, Florida. The Commission's complaint alleged that Fayette was part of a scheme to pump and dump the stock of ConnectAJet.com, Inc. According to the complaint, ConnectAJet.com, Inc., of Austin, Texas, issued 30 million shares of stock in an illegal, unregistered offering to certain penny stock promoters. To pump up demand for the stock, ConnectAJet.com, Inc. and its chief executive, attorney Martin T. Cantu, launched a nationwide advertising campaign including false press releases. The complaint alleged that Fayette, a registered representative at Fagenson & Co., Inc. facilitated the scheme by liquidating ConnectAJet.com, Inc. shares  shares on behalf of multiple customers, including the penny stock promoters.

    Martin Veigh:

    •Records indicate Martin Vegh was with Starr Securities.
    •  Starr was co-underwriter of Cash Technologies  (CTQN.PK) where Robert  Fagenson is a director.
    •  Recent 13D filing states Vegh is an Account Executive at Fagenson and Co.       
     
    CEO Patrick J. White:
     
    Background check on Patrick J. White turned up a foreclosure record:
     
    Erie Civil Supreme, Index Number 001589/2009, GMAC Mortgage, LLC vs. White, Patrick J.
     
    Background check on Patrick J. White turned up a bankruptcy filing:
     
    Case Number 0323831, Chapter 13 Filing, Rochester, NY, Defendant White, Patrick J.
     
    Recent filing discloses identity of investors in Feb. 2012 placement:
     
    Name of Selling Security Holders Common Stock Beneficially Owned prior to the Offering  Number of Shares Offered by Selling
    Security Holder  Number of Shares and Percent Beneficially Owned After the Offering         # of Shares  % of Class 
    Frost Gamma Investments Trust(1)  241,935(2)  241,935(2)  0   0 
    GRQ Consultants, Inc.(3)  659,580(4)(5)  483,870(4)  175,710(5)  Less than 1% 
    Hudson Bay Master Fund, Ltd. (6)  725,805(7)  725,805(7)  0   0 
    Palladium Capital Advisors, LLC(8)  5,806(9)  5,806(9)  0   0 
    Moishe Hartstein (8)  52,258(10)  52,258(10)  0   0 
     
    Frost Gamma = Dr. Phillip Frost, of OPKO Health
    Hudson Bay hired ex-Amaranth former COO 

    10-K analysis:

    "We have material weaknesses in our internal control over financial reporting structure, which, until remedied, may cause errors in our financial statements that could require restatements of our financial statements and investors may lose confidence in our reported financial information, which could lead to a decline in our stock price.

    Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting in each Annual Report on Form 10-K.

    We have identified two material weaknesses in our internal control over financial reporting in our annual assessment of internal controls over financial reporting that management performed for the year ended December 31, 2011. Management has concluded that (i) we did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties; and (ii) we lack sufficient resources within the accounting department to have effective controls associated with identifying and accounting for complex and non-routine transactions in accordance with U.S. generally accepted accounting principles, and that the foregoing represented material weaknesses in our internal control over financial reporting. We are uncertain at this time of the costs to remediate all of the above listed material weaknesses, however, we anticipate the cost to be in the range of $200,000 to $400,000 (including the cost of hiring additional qualified accounting personnel to eliminate segregation of duties issues and using the services of accounting consultants for complex and non-routine transactions if and when they arise). We cannot guarantee that the actual costs to remediate these deficiencies will not exceed this amount. If our internal control over financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements and in our disclosure that could require restatements. Investors may lose confidence in our reported financial information and in our disclosure, which could lead to a decline in our stock price.

    Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected."

     

    Convertible Note to a "Mayer Laufer" in recent 10-K:

    "On December 30, 2011, we issued a convertible promissory note to Mayer Laufer (the “Lender”), in the principal amount of $575,000. The proceeds of the note were used to pay off a note previously entered into between one of our subsidiaries, Secuprint, and the Lender. Under the December 30, 2011 note, Lender may, at any time during the one year term of the note, convert up to $575,000 of the principal amount into shares of the Company’s common stock at a conversion price of $2.21 per share."

    Google search on Mayer Laufer:

    sec.gov/news/digest/1974/dig022174.pdf

    "MAYER LAUFER SANCTIONED.  An order has been issued revoking the broker-dealer regis-tration of Mayer Laufer, doing business as Mayer..."


    Low R&D spend for an IP Company:

    On both an absolute basis and relative to other fees the company incurs

    Operating Expenses

        Year Ended 
    December 31, 2011
        Year Ended 
    December 31, 2010
        % change  
                       
    Operating Expenses                        
    Sales, general and administrative compensation   $ 3,782,000     $ 3,431,000       10 %
    Professional Fees     758,000       603,000       26 %
    Sales and marketing     519,000       238,000       118 %
    Research and development     285,000       265,000       8 %
    Rent and utilities     693,000       659,000       5 %
    Other     803,000       642,000       25 %
          6,840,000       5,838,000       17 %
    Other Operating Expenses                        
    Depreciation and software amortization     123,000       140,000       -12 %
    Stock based compensation     399,000       423,000       -6 %
    Impairment of patents     -       377,000       -100 %
    Amortization of intangibles     284,000       803,000       -65 %
          806,000       1,743,000       -54 %
    Total Operating Expenses   $ 7,646,000     $ 7,581,000       1 %

    Sales, general and administrative compensation costs were 10% higher during 2011 as compared to 2010 which reflect additions in sales and marketing personnel made during 2011 along with the addition of seven people from the Company’s digital division.

    Professional fees increased 26% during 2011 primarily due to increases in consulting fees, investor relations costs and legal fees.

     

    ...Or relative to a sampling of private placement/PR fees:

    "On February 13, 2012, we completed the sale of $3,000,000 of units to investors in a private placement (the “Offering”). Net proceeds to the Company from the Offering were approximately $2,800,000. The Offering consisted of the sale of common stock and warrants. A total of 967,740 shares of common stock were sold, and warrants to purchase up to an aggregate of 483,870 shares of common stock at a price of $3.10 per share were issued to the investors in the Offering. The net proceeds of the Offering will be used for working capital purposes, payment of debt, and for further development of the Company’s intellectual property portfolio." (implied $200K cost)

    "Also, on February 20, 2012, the Company entered into consulting arrangement with Century Media Group for the provision of investor relations services. As compensation Century Media will receive a fee of $10,000 per month for the one year term, plus the Company issued Century Media a 14-month warrant (the “Century Media Warrant”) to purchase up to 250,000 shares of the Company’s common stock at exercise prices of $4.50, $4.75, $5.00, $5.25 and $6.00 for each 50,000 shares subject to the Century Media Warrant. The Century Media Warrant vested in full on the date of issuance. The Company calculated the fair value of the warrant at approximately $241,000, using the Black Scholes-Merton option pricing model, in the first quarter of 2012. Expense for consulting services will be recorded over the 14-month service term."

    "Financing Cash Flows - The Company used a net of approximately $711,000 of cash for financing activities including payments under debt of $359,000 and capitalized lease obligations of $88,000. In addition, the Company paid $240,000 in accrued placement agent fees in January 2011 for the sale of equity which had occurred in December 2010. As noted above, the Company borrowed $1,200,000 under at 10-Year note for purchase of the Company’s Packaging division’s 40,000 square foot facility."

     

    ECB Ligitation:

    •The company filed a lawsuit in 2005 against the ECB claiming patent infringement
    •  The company was seeking hundreds of millions in damages
    •  Chairman Fagenson -  “The numbers were staggering. It proved to be an incorrect assumption.” 

    Unknown Analyst
    I have been an investor in this company for approximately 5 years. I’ve been following the company from when the
    stock was $12 until the stock went down to $1.30, throughout all the swings. I’ve noticed, obviously, the company has
    changed course in what the plan was originally to do to what the plan is to do today. One of my questions is why, 5
    years ago, when I think the company was probably 10% of what it was, stock was at $12, today, the company sounds
    like it’s got everything, the stock fluctuates anywhere between $3-5 on sometimes heavy volume, sometimes not,
    sometimes almost a 1-day bingo. Down a buck, then up a buck. That’s 1 of my questions.

    Robert Fagenson
    Chairman and Member of Compensation & Management Resources Committee
    Dan, there was an entire group of investors who believed that we were going to have a tremendous success in our
    lawsuits against the European Monetary Authority in terms of defense of our patents and infringement, and as a 

    result, people were doing extrapolations on what they thought the company would garner if we were even mildly
    successful in those suits. The numbers were staggering. It proved to be an incorrect assumption. And as a result, the
    company’s gone through almost a complete changeover of shareholder base, and a lot of people who unfortunately
    paid high prices have left, and the company is now based more on in terms of what it’s doing than what is out there in
    terms of expectations and extrapolations of what might happen if we had a supposed windfall. So I think we are more
    rationally based in terms of both expectations and valuations now.

    ECB Litigation:

    •It appears that the company spent more than $4.2mm on the ECB litigation with potentially more to come
     
    •  This amount is more than the entire cumulative R&D spend from the company over the past 10 years ($3mm) 
     
    "During the course of the ECB litigation, the most significant events in the case were challenges of patent validity by the ECB in nine jurisdictions in Europe as a core component of its defense.  The Company believed that the ECB’s challenge of patent validity represented the biggest hurdle to a successful outcome of the overall infringement case.  During the course of the ECB litigation, the Company spent approximately $4,247,000 on legal and related court cost associated with defending the patent in these jurisdictions.   The Company amortized these costs over the expected life of the patent which expired as of January 2010.  "

    "In certain jurisdictions in the ECB Litigation, the losing party is responsible for the other party’s legal fees, subject to court approval. The Company paid a total of £356,490 to the ECB for the United Kingdom case. Trebuchet paid for the costs reimbursements due, if any, for all of the other jurisdictions described above, except for approximately €156,000 for the Germany case, of which approximately €132,000 ($170,000) was due as of December 31, 2011, and approximately €175,000 ($226,000 at December 31, 2011) for the Netherlands case, for which Trebuchet transferred funds to the Company for disbursement of these amounts in July 2011, which the Company has recorded as accrued liabilities at December 31, 2011. In addition, in September 2007, the ECB formally requested the Company to pay attorneys and court fees for the Court of First Instance case in Luxembourg in the amount of €93,752 ($121,000 at December 31, 2011) which, unless the amount is settled will be subject to an assessment procedure that has not been initiated. The Company will accrue the assessed amount, if any, as soon as it is reasonably estimable."

    Now they are suing former client coupons.com:

    •  Patrick White throws out a $250mm estimated damages number 

    Patrick J. White
    Chief Executive Officer and Director
    Thank you Phil. Before I begin, I would like to respond to numerous questions posed to me concerning our litigation
    with Coupons.com. For those of you who are new to DSS, briefly, DSS filed a lawsuit against Coupons.com, which is a
    private company that generates billions of consumer product coupons from a website on the internet.


    DSS filed a suit in federal court here in Rochester, New York last fall for breach of contract on a trade secret issue. If it
    makes it that far, the case will be a jury trial. It is DSS’s contention that Coupons.com has been utilizing trade secrets
    they received from DSS under a signed nondisclosure agreement on billions of internet-generated coupons since 2006.


    Based on media reports on Coupons.com’s coupon volume, along with our royalty rate, our amount of estimated
    damages is more than $250 million. This is strictly an estimate, and will be confirmed when depositions begin. The
    amount will likely be material, which would require disclosure by Coupons.com in the risk factors section of any
    prospectus they may file in an initial public offering, which has been predicted by various media.


    The other fact is that the next hearing is scheduled on October 9, 2012. DSS has engaged the law firm Nixon Peabody
    to represent DSS in this matter. And finally, it’s important to note that Nixon Peabody took the matter nearly entirely
    on contingency after performing their due diligence.


    12/31/2011 Balance Sheet from Capital IQ:

    Book Value/Share: $.28

    Tangible Book Value/Share: $.01


    Future Capital Needs:

    "Future Capital Needs - As of December 31, 2011, we had cash of approximately $718,000. In addition, the Company had approximately $330,000 available to its Packaging division and $44,000 available to its Digital division under a revolving credit line with a financial institution. In February 2012, the Company raised approximately $2,800,000 in net proceeds from a private placement of its common stock and warrants to address the Company’s near term financing needs. The Company believes that its current cash resources and credit line resources provide it sufficient resources in order to fund its operations and meet its obligations for at least the next twelve months."

    Catalyst

     Louisiana Pension Fund
     
    Time
      Back to top