As filed with the Securities and Exchange Commission on February 3, 2005

Registration No. 333-119788

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Washington, D.C. 20549

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

Glendale, California 91203

(818) 500-0225

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chief Executive Officer

American Reprographics Company

700 North Central Avenue, Suite 550

Glendale, California 91203

(818) 500-0225

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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Common Stock

 

Credit Suisse First Boston

PROSPECTUS SUMMARY

       This summary highlights only selected information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including “Risk Factors,” “Forward-Looking Statements,” and the consolidated financial statements and related notes.

Our Company

       We are the leading reprographics company in the United States providing business-to-business document management services to the architectural, engineering and construction industry, or AEC industry. We also provide these services to companies in non-AEC industries, such as technology, financial services, retail, entertainment, and food and hospitality that also require sophisticated document management services. We provide our core services through our suite of reprographics technology products, a network of 177 locally branded reprographics service centers in 135 cities, and more than 1,760 facilities management programs at our customers’ locations throughout the country. Our service centers are arranged in a hub and satellite structure and are digitally connected as a cohesive network, allowing us to provide our services both locally and nationally. We service more than 65,000 active customers and employ over 3,450 people, including a sales force of approximately 270 employees. In terms of revenue, number of service facilities and number of customers, we believe we are the largest company in our industry, operating in more than eight times as many cities and with more than five times the number of service facilities as our next largest competitor.

       Reprographics services typically encompass the management and reproduction of construction documents or other graphics-related material and the corresponding finishing and distribution services. We provide these business-to-business services to our customers in three major categories: document management, document distribution and logistics, and print-on-demand. We also sell reprographics equipment and supplies to complement these offerings. We also serve other independent reprographers by licensing our suite of reprographics technology products, including our flagship internet-based application, PlanWell. In addition, we operate PEiR (Profit and Education in Reprographics), a privately held trade organization through which we charge membership fees and provide purchasing, technology and educational benefits to other reprographers, while promoting our reprographics technology as the industry standard.

       For the year ended December 31, 2003, our net sales were $416.0 million, our income from operations was $61.0 million, and our net income was $3.6 million. For the nine months ended September 30, 2004, our net sales were $336.3 million, our income from operations was $56.9 million, and our net income was $25.5 million. For the nine months ended September 30, 2004, we believe that the AEC market accounted for approximately 80% of our net sales, with the remaining 20% consisting of sales to non-AEC markets.

Industry Overview

       According to the International Reprographics Association, or IRgA, and other industry sources, the reprographics industry in the United States is estimated to be approximately $5 billion in size. The IRgA indicates that the reprographics industry is highly fragmented, consisting of approximately 3,000 firms with average annual sales of approximately $1.5 million and 20 to 25 employees. Since construction documents are the primary medium of communication for the AEC industry, demand for reprographics services in the AEC market is closely tied to the level of activity in the construction industry, which in turn is driven by macroeconomic trends such as GDP growth, interest rates, job creation, office vacancy rates, and tax revenues. According to FMI Corporation, or FMI, a consulting firm to the construction industry, construction industry spending in the United States for 2005 is estimated at $1.0 trillion, with expenditures divided between residential construction (55%) and

       Market opportunities for business-to-business document management services such as ours are rapidly expanding into non-AEC industries. For example, non-AEC customers are increasingly using large and small format color imaging for point-of-purchase displays, digital publishing, presentation materials, educational materials and marketing materials as these services have become more efficient and available on a short-run, on-demand basis through digital technology. As a result, we believe that our addressable market is substantially larger than the core AEC reprographics market. We believe that the growth of non-AEC industries is generally tied to growth in the U.S. gross domestic product, or GDP, which is projected to have grown 4.4% in 2004 and is projected to grow 3.7% in 2005 according to Wall Street’s consensus estimates.

Our Competitive Strengths

       We believe that our growth will be driven by our competitive strengths, which include the following:

•	Leading Market Position in Fragmented Industry. Our size and national footprint provide us with significant purchasing power, economies of scale, the ability to invest in industry leading technologies, and the resources to service large, national customers.
•	Leader in Technology and Innovation. We believe our PlanWell online planrooms are well positioned to become the industry standard for managing and procuring reprographics services within the AEC industry. In addition, we have developed other proprietary software applications that complement PlanWell and have enabled us to improve the efficiency of our services, add complementary services and increase our revenue.
•	Extensive National Footprint with Regional Expertise. Our national network of service centers maintains local customer relationships while benefiting from our centralized corporate functions and national scale. Our service facilities are organized as hub and satellite structures within individual markets, allowing us to balance production capacity and minimize capital expenditures through technology sharing among our service centers within each market. In addition, we serve our national and regional customers under a single contract through our Premier Accounts business unit, while offering centralized access to project specific services, billing, and tracking information.
•	Flexible Operating Model. By promoting regional decision making for marketing, pricing, and selling practices, we remain responsive to our customers while benefiting from the cost structure advantages of our centralized administrative functions. Our flexible operating model also allows us to capitalize on an improving business environment.
•	Consistent, Strong Cash Flow. Through management of our inventory and receivables and our low capital expenditure requirements, we have consistently generated strong cash flow from operations after capital expenditures regardless of industry and economic conditions.
•	Low Cost Operator. We believe we are one of the lowest cost operators in the reprographics industry, which we have accomplished by minimizing branch level expenses and capitalizing on our significant scale for purchasing efficiencies.
•	Experienced Management Team and Highly Trained Workforce. Our senior management team has an average of over 20 years of industry experience. We have also successfully retained approximately 93% of the managers of the 84 businesses we have acquired since 1997.

Our Business Strategy

       Our objective is to continue to strengthen our competitive position as the preferred provider of business-to-business document management, document distribution and logistics, and print-on-demand services. Our key strategies to accomplish this objective include:

•	Continue to Increase Our Market Penetration and Expand Our Nationwide Footprint. We intend to increase our existing presence in key U.S. markets while expanding into under-penetrated regions through our facilities management contracts, targeted branch openings, strategic acquisitions, and national accounts.

	Õ	Facilities Management Contracts. We expect to capitalize on the continued trend of our customers to outsource their document management services, including their in-house operations, thus building our base of recurring revenue while increasing our presence in local markets.
	Õ	Targeted Branch Openings. We seek to expand our geographic coverage, capture new customers and increase our market share by opening additional satellite branches at relatively low cost in regions near our established operations.
	Õ	Strategic Acquisitions. Because our industry consists primarily of small, privately-held companies that serve only local markets, we believe that we can continue to grow our business by successfully acquiring additional reprographics companies at reasonable prices.
	Õ	National Accounts. We will continue to pursue large customers that operate on regional and national levels through our Premier Accounts business unit, which offers a comprehensive suite of local reprographics services and centralized administrative functions to regional and national companies through our national network of reprographics service centers.

•	Promote PlanWell as the Industry Standard for Procuring Reprographics Services Online. Through continuing sales efforts and product enhancements, we plan to increase the market penetration of PlanWell and create a standardized, internet-based portal to manage, store, and retrieve documents. In order to achieve greater market share and build industry standardization, we will continue to license our PlanWell technology to other reprographics companies, including members of PEiR.
•	Expand Our Non-AEC and Ancillary Product and Service Offerings. By leveraging advances in digital production equipment and our expertise in providing highly customized, quick-turn services to the AEC industry, we will continue to actively pursue customers from non-AEC industries that require rapid production of educational and training materials, short-run publishing materials, and marketing materials.

In addition to expanding our non-AEC revenues, we continue to focus on creating new value-added services beyond traditional reprographics to offer all of our customers. We are actively engaged in services such as bid facilitation, print network management for offices and on-site production facilities, and on-demand color publishing. We seek to capitalize on our technological innovation to enhance our existing services and to create new reprographics technologies.

Corporate Reorganization

       Our predecessor, Ford Graphics, was founded in Los Angeles, California in 1960. We are currently organized as American Reprographics Holdings, L.L.C., a California limited liability company, or Holdings. We conduct our operations through our wholly-owned operating subsidiary, American Reprographics Company, L.L.C., a California limited liability company, or Opco, and its subsidiaries. Immediately prior to this offering, we will be reorganized as a Delaware corporation, American Reprographics Company. In this prospectus, unless the context indicates otherwise, “we,”

       Our principal executive offices are located at 700 North Central Avenue, Suite 550, Glendale, California 91203 and our telephone number at that address is (818) 500-0225. Our website address is www.e-arc.com. The information found on our website, however, is not a part of this prospectus.

The Offering

Common stock offered by us		7,666,667 shares
Common stock offered by the selling stockholders		5,683,333 shares
Total common stock offered		13,350,000 shares (30.4% of common stock to be outstanding after this offering)
Common stock to be outstanding after this offering		43,963,796 shares
Use of proceeds		We expect to use approximately $28.0 million of the net proceeds from this offering to repurchase our preferred equity (including accrued interest); approximately $50.7 million to repay a portion of our senior second priority secured term loan facility; and the balance of approximately $24.9 million to repay a portion of our senior first priority secured term loan facility. We will not receive any proceeds from the sale of shares by the selling stockholders.
Dividend policy		We do not anticipate paying any dividends on our common stock in the foreseeable future.
New York Stock Exchange symbol		“ARP”

Unless otherwise noted, the information in this prospectus, including the information above:

•	assumes our conversion from a California limited liability company to a Delaware corporation, which will occur prior to this offering;
•	assumes 35,487,511 shares of common stock outstanding at September 30, 2004;
•	excludes 1,712,915 shares of common stock subject to outstanding options at September 30, 2004 issued at a weighted average exercise price of $5.22 per share;
•	excludes 22,500 shares of common stock issued upon option exercises since September 30, 2004;
•	excludes 5,000,000 shares of common stock reserved for future issuance under our 2005 Stock Plan, and 750,000 shares of common stock reserved for future issuance under our 2005 Employee Stock Purchase Plan;
•	includes a net of 809,618 shares of common stock (assuming an initial public offering price of $15.00 per share) issuable upon the exercise of outstanding warrants at September 30, 2004 issued at an exercise price of $4.61 per share, which will be issued upon the closing of this offering in connection with our conversion to a Delaware corporation; and
•	assumes no exercise of the underwriters’ option to purchase additional shares.

Summary Historical and Unaudited Pro Forma Financial Data

       The summary historical and unaudited pro forma financial data presented below are derived from the audited financial statements of Holdings for the fiscal years ended December 31, 1999, 2000, 2001, 2002, and 2003, and for the nine-month period ended September 30, 2004, and the unaudited financial statements of Holdings for the nine-month period ended September 30, 2003. The summary historical financial data for the nine-month period ended September 30, 2003 is derived from unaudited interim financial statements which, in the opinion of management, include all normal, recurring adjustments necessary to state fairly the data included therein in accordance with generally accepted accounting principles, or GAAP, for interim financial information, except for pro forma data. Interim results are not necessarily indicative of the results to be expected for the entire fiscal year. The unaudited pro forma financial data set forth below give effect to our conversion to a Delaware corporation and the completion of this offering, as described in “Use of Proceeds.” The unaudited pro forma financial data are not necessarily indicative of our financial position or results of operations that might have occurred had the transactions they give effect to been completed as of the dates indicated and do not purport to represent what our financial position or results of operations might be for any future period or date. For additional information see “Capitalization,” “Selected Historical and Unaudited Pro Forma Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited financial statements and unaudited financial statements included elsewhere in this prospectus. The financial information for the years ended December 31, 2001, 2002 and 2003 and for the nine months ended September 30, 2003 and 2004 have been restated as discussed in footnote 1 below.

											Restated(1)
																							Nine Months Ended
			Fiscal Year Ended December 31,																				September 30,
			1999				2000				2001				2002				2003				2003				2004
																							(Unaudited)
			(Dollars in thousands)
Statement of Operations Data:
Reprographics services			$	198,774			$	287,995			$	338,124			$	324,402			$	315,995			$	242,507			$	253,367
Facilities management				14,745				24,624				39,875				52,290				59,311				42,719				53,736
Equipment and supplies sales				10,317				38,480				42,702				42,232				40,654				31,112				29,195
	Total net sales			223,836				351,099				420,701				418,924				415,960				316,338				336,298
Cost of sales				134,531				201,390				243,710				247,778				252,028				190,266				196,668
Gross profit				89,305				149,709				176,991				171,146				163,932				126,072				139,630
Selling, general and administrative expenses				53,730				89,371				104,004				103,305				101,252				76,127				81,434
Amortization of intangibles				2,823				3,966				5,801				1,498				1,709				1,269				1,267
Costs incurred in connection with the 2000 recapitalization				—				20,544				—				—				—				—				—
Write-off of intangible assets				—				—				3,438				—				—				—				—
Income from operations				32,752				35,828				63,748				66,343				60,971				48,676				56,929
Other income				638				713				304				541				1,024				1,080				574
Interest expense, net				(9,215	)			(29,238	)			(47,530	)			(39,917	)			(39,390	)			(28,958	)			(25,089	)
Loss on early extinguishment of debt				—				(1,195	)			—				—				(14,921	)			—				—
Income before income tax provision				24,175				6,108				16,522				26,967				7,684				20,798				32,414
Income tax provision				4,068				4,784				5,787				6,267				4,131				4,220				6,940
Net income				20,107				1,324				10,735				20,700				3,553				16,578				25,474
Dividends and amortization of discount on preferred members’ equity				—				(2,158	)			(3,107	)			(3,291	)			(1,730	)			(1,730	)			—
Net income (loss) attributable to common members				20,107				(834	)			7,628				17,409				1,823				14,848				25,474
Unaudited pro forma incremental income tax provision(2)				5,304				2,618				2,574				6,211				673				5,180				7,714
Unaudited pro forma net income (loss) attributable to common members			$	14,803			$	(3,452	)		$	5,054			$	11,198			$	1,150			$	9,668			$	17,760

											Restated(1)
																							Nine Months Ended
			Fiscal Year Ended December 31,																				September 30,
			1999				2000				2001				2002				2003				2003				2004
							(In thousands, except per unit amounts)																(Unaudited)
Net income (loss) attributable to common members per common unit:
	Basic		$	0.82			$	(0.02	)		$	0.21			$	0.48			$	0.05			$	0.42			$	0.72
	Diluted		$	0.82			$	(0.02	)		$	0.21			$	0.47			$	0.05			$	0.40			$	0.68
Unaudited pro forma net income (loss) attributable to common members per common unit:
	Basic		$	0.60			$	(0.10	)		$	0.14			$	0.31			$	0.03			$	0.27			$	0.50
	Diluted		$	0.60			$	(0.10	)		$	0.14			$	0.30			$	0.03			$	0.26			$	0.47
Weighted average units:
	Basic			24,571				35,308				36,629				36,406				35,480				35,478				35,488
	Diluted			24,571				35,371				36,758				36,723				37,298				37,307				37,474

										Restated(1)
																						Nine Months Ended
		Fiscal Year Ended December 31,																				September 30,
		1999				2000				2001				2002				2003				2003				2004
																						(Unaudited)
		(Dollars in thousands)
Other Financial Data:
EBIT(3)