UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 28, 2016
(Date of earliest event reported)
 
ARC Document Solutions, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
001-32407
(Commission File Number)
20-1700361
(IRS Employer
Identification Number)
 
1981 N. Broadway, Walnut Creek, CA
(Address of principal executive offices)
 
94596
(Zip Code)
(925) 949-5100
(Registrant's telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02. Results of Operations and Financial Condition

On May 3, 2016 ARC Document Solutions, Inc. (the “Company”) issued a press release reporting its financial results for the first quarter 2016. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Election of Directors.

On April 28, 2016, the Board of Directors (the “Board”) of the Company voted to increase the authorized number of directors that constitute the Board from seven (7) to eight (8) and appointed John George Freeland to fill the resulting vacancy, effective May 2, 2016. While the Board will consider appointing Mr. Freeland to one or more committees of the Board, no determination has been made at this time. Mr. Freeland will serve until the Company’s 2017 annual meeting of stockholders. Upon the effective date of his appointment, Mr. Freeland will receive a restricted stock award under our stock incentive plan for that number of shares of our common stock having an aggregate grant date value equal to $60,000, based on the closing price of our common stock on the New York Stock Exchange on the date of grant, which fully vests on the first anniversary of the date of grant. Thereafter, Mr. Freeland will be compensated in accordance with the Company’s standard compensation policies and practices for independent members of its Board, as disclosed in the Company’s Proxy Statement for its 2016 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 24, 2016.

Mr. Freeland was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Mr. Freeland and the Company that would require disclosure under Item 404(a) of Regulation S-K.

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference in such filing.

(e) Named Executive Officer Compensatory Arrangement.

On April 27, 2016, the Compensation Committee of the Board of the Company approved an amendment effective as of May 9, 2016 (“Amendment”), to the June 9, 2015 Amended and Restated Executive Employment Agreement between the Company and Rahul K. Roy (“Executive”).

Pursuant to the Amendment, Executive’s annual base salary is increased to $675,000.

The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1.


Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 28, 2016, the Company held its 2016 annual meeting of stockholders. A total of 47,159,171 shares of the Company’s common stock were entitled to vote as of February 29, 2016, which was the record date for the annual meeting. There were 40,731,069 shares present in person or by proxy at the annual meeting. Set forth below are the matters voted upon by the Company’s stockholders at the 2016 annual meeting and the final voting results of each such proposal.






Proposal 1 - Election of Directors
The stockholders elected seven directors, each to serve a one-year term until the Company’s next annual meeting of stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:
 
For
 
Withheld
 
Broker Non-Votes
Kumarakulasingam Suriyakumar
35,449,177
 
863,327
 
4,418,565
Thomas J. Formolo
35,449,968
 
862,536
 
4,418,565
Dewitt Kerry McCluggage
35,442,915
 
869,589
 
4,418,565
James F. McNulty
36,001,308
 
311,196
 
4,418,565
Mark W. Mealy
35,449,168
 
863,336
 
4,418,565
Manuel Perez de la Mesa
35,427,824
 
884,680
 
4,418,565
Eriberto R. Scocimara
35,450,925
 
861,579
 
4,418,565


Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016. The results of the vote were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
40,674,349
 
19,725
 
36,995
 

Brokers were permitted to cast stockholder non-votes at their discretion on this proposal.


Proposal 3 - Advisory, Non-Binding Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal year 2015, as disclosed in the Company’s 2016 proxy statement. The results of the advisory, non-binding vote were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
35,239,700
 
681,837
 
390,967
 
4,418,565


Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 
 
10.1
 
Amendment dated May 9, 2016 to Amended and Restated Executive Employment Agreement, dated June 9, 2015, between ARC Document Solutions, Inc. and Rahul K. Roy.
 
 
 
99.1
  
ARC Document Solutions, Inc. Press Release dated May 3, 2016.
 
 
 


         






SIGNATURE
      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 3, 2016
ARC DOCUMENT SOLUTIONS, INC.
By:  /s/ Jorge Avalos                    
     Jorge Avalos
      Chief Financial Officer






Exhibit Index
Exhibit No.

 
Description

 
 
10.1
 
Amendment dated May 9, 2016 to Amended and Restated Executive Employment Agreement, dated June 9, 2015, between ARC Document Solutions, Inc. and Rahul K. Roy.
 
 
 
99.1
  
ARC Document Solutions, Inc. Press Release dated May 3, 2016.
 
 
 





AMENDMENT TO AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT


This Amendment to the Amended and Restated Executive Employment Agreement dated June 9, 2015 (“Employment Agreement”) is entered into by and between ARC Document Solutions, Inc., a Delaware corporation (“ARC”) and Rahul K. Roy (“Executive”) as of May 9, 2016 (“Effective Date”).


WHEREAS , ARC and Executive entered into the Employment Agreement dated June 9, 2015; and

WHEREAS , ARC and Executive now wish to enter into this Amendment to the Employment Agreement.

NOW THEREFORE , ARC and Executive agree as follows:

Section 1 of Appendix B of the Employment Agreement is amended in full to read as follows:

1.
Base Salary . During the Employment Term, ARC shall pay Executive a base salary at the annual rate of $675,000 per year or such higher rate as may be determined from time to time by ARC in accordance with ARC’s compensation policies and practices (“ Base Salary ”). Such Base Salary shall be paid in accordance with ARC’s standard payroll practice for senior executives.

IN WITNESS WHEREOF , the undersigned have executed this Amendment to Employment Agreement as of the date first hereinabove set forth.


ARC DOCUMENT SOLUTIONS, INC.  


By: ______________________ Kumarakulasingam Suriyakumar
   President and Chief Executive Officer
EXECUTIVE  


_________________________________
Rahul K. Roy
 






ARC Document Solutions Reports Results for First Quarter 2016
WALNUT CREEK, CA -- ( May 3, 2016 ) - ARC Document Solutions, Inc. (NYSE: ARC), a leading document solutions provider to design, engineering , construction, and facilities management professionals, today reported its financial results for the first quarter ended March 31, 2016 .
2016 First Quarter Business Highlights:
Net sales of $103.6 million vs. $104.3 million in 2015
Adjusted diluted earnings per share were $0.06 vs. $0.07 in 2015
Gross margin of 32.6% vs. 34.5% in 2015 due to quarterly increase in lower margin sales
Cash flow from operations of $5.3 million despite $3 million negative impact compared to prior year from payroll timing
Adjusted EBITDA of $14.8 million or 14.3%
Approximately 700,000 shares of ARC common stock repurchased in the open market
Management reaffirms 2016 forecast

Financial Highlights:
 
 
 
 
 
Three Months Ended
 
 
March 31,
(All dollar amounts in millions, except EPS)
 
2016
2015
Net Sales
 
$
103.6

$
104.3

Gross Margin
 
32.6
%
34.5
%
Net income attributable to ARC
 
$
2.6

$
4.4

Adjusted Net Income attributable to ARC
 
$
2.7

$
3.2

Earnings per share - Diluted
 
$
0.05

$
0.09

Adjusted earnings per share - Diluted
 
$
0.06

$
0.07

Adjusted EBITDA
 
$
14.8

$
16.8

Cash provided by operating activities
 
$
5.3

$
5.3

Adjusted cash provided by operating activities
 
$
5.3

$
6.4

Capital Expenditures
 
$
2.5

$
3.5

Debt & Capital Leases (including current), net of unamortized deferred financing fees
 
$
167.0

$
197.9

Management Commentary
“We continue to make progress towards the transformation of the company” said K. “Suri” Suriyakumar, Chairman, President and CEO of ARC Document Solutions. “Our sales performance was as expected but the margins were softer due to our product mix. That said, our technology enabled services continued to grow, especially our AIM solution. We are working hard to offset the slow secular declines in our traditional business with new solutions and we are executing on our plans as expected, and I’m pleased with the direction in which we’re headed.”

“I’m also happy to announce the appointment of John Freeland to our Board of Directors,” Mr. Suriyakumar continued. “As a part of our transition, we’re actively seeking out candidates with strong backgrounds in building and leading technology-enabled companies, and John is a great fit. His experience and leadership with Accenture, salesforce.com, and IRI will bring a fresh perspective to our thinking and decisions on the Board. I look forward to his contributions.”

“As usual, strong cash generation characterized the first quarter for ARC,” said Jorge Avalos, Chief Financial Officer of ARC Document Solutions. “While we saw cash from operations off to its usual slow start due to seasonal timing of sales, our ability to execute our stock repurchase plan was unaffected. We bought $2.7 million of ARC common stock in the open market during the period, and further reduced the principal of our senior debt by more than $4 million.”








2016 First Quarter Supplemental Information:
Net sales were $103.6 million , a 0.7% decrease compared to the first quarter of 2015 .

Days sales outstanding in Q1 2016 were 53 , compared to 57 days in Q1 2015 .

AEC customers comprised approximately 78% of our total net sales, while non-AEC customers made up approximately 22% of our total net sales.

Total number of MPS locations at the end of the first quarter has grown to approximately 9,050 , a gain of 390 locations over Q1 2015 . This information reflects the reduction of approximately 200 locations associated with a large client that did not renew their MPS engagement with us at the end of 2015.

Adjusted EBITDA excludes loss on extinguishment of debt, the impact of trade secret litigation costs, stock-based compensation expense, and restructuring expense.


Sales from Services and Product Lines as a Percentage of Net Sales
 
 
 
Three Months Ended
 
March 31,
Services and Product Line
2016
2015
CDIM
51.8
%
52.4
%
MPS
32.1
%
34.4
%
AIM
3.6
%
2.7
%
Equipment and supplies sales
12.5
%
10.5
%
Outlook
ARC Document Solutions anticipates annual adjusted earnings per share in 2016 to be in the range of $0.30 to $0.35 on a fully diluted basis, and annual cash flow from operations to be in the range of $55 million to $60 million. The Company’s outlook for 2016 annual adjusted EBITDA is expected to be in the range of $66 million to $71 million.

Teleconference and Webcast
To access the live audio call, dial 888-359-3627. International callers may join the conference by dialing 719-457-1035. The conference ID number is 6370048. A live webcast will also be made available on the investor relations page of ARC Document Solution's website at ir.e-arc.com.

The webcast of the call will be available at www.e-arc.com for approximately 90 days following the call's conclusion. A telephone replay of the call also will be available for five days after the call's conclusion. To access the replay, please register at https://jsp.premiereglobal.com/webrsvp . The conference ID number is 6370048.


About ARC Document Solutions (NYSE: ARC)
ARC Document Solutions distributes Documents and Information to facilitate communication for design, engineering and construction professionals, real estate managers and developers, facilities owners, and a variety of similar disciplines. The Company provides cloud and mobile solutions, professional services, and hardware to help its customers around the world reduce costs and increase efficiency, improve information access and control, and communicate faster, easier, and better. Follow ARC at www.e-arc.com

Forward-Looking Statements
This press release contains forward-looking statements that are based on current opinions, estimates and assumptions of management regarding future events and the future financial performance of the Company. Words such as "expect," “forecast,” "project," "outlook," and similar expressions identify forward-looking statements and all statements other than statements of historical fact, including, but





not limited to, any projections regarding earnings, revenues and financial performance of the Company, could be deemed forward-looking statements. We caution you that such statements are only predictions and are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. In addition to matters affecting the construction, managed print services, document management or reprographics industries, or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the caption entitled "Risk Factors" in Item 1A in ARC Document Solution's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contact Information:
David Stickney
VP Corporate Communications & Investor Relations
925-949-5114







ARC Document Solutions, Inc.
 
 
Consolidated Balance Sheets
 
 
(In thousands, except per share data)
 
 
(Unaudited)
 
 
 
March 31,
December 31,
Current assets:
2016
2015
Cash and cash equivalents
$
16,793

$
23,963

Accounts receivable, net of allowances for accounts receivable of $1,853  and $2,094
61,377

60,085

Inventories, net
18,529

16,972

Prepaid expenses
4,356

4,555

Other current assets
3,687

4,131

Total current assets
104,742

109,706

Property and equipment, net of accumulated depreciation of $205,486  and $202,457
56,247

57,590

Goodwill
212,608

212,608

Other intangible assets, net
16,872

17,946

Deferred income taxes
72,991

74,196

Other assets
2,501

2,492

Total assets
$
465,961

$
474,538

Current liabilities:
 
 
Accounts payable
$
21,385

$
23,989

Accrued payroll and payroll-related expenses
8,507

12,118

Accrued expenses
19,707

19,194

Current portion of long-term debt and capital leases
14,651

14,374

Total current liabilities
64,250

69,675

Long-term debt and capital leases
152,353

157,018

Deferred income taxes
36,490

35,933

Other long-term liabilities
2,869

2,778

Total liabilities
255,962

265,404

Commitments and contingencies
  
  
Stockholders’ equity:
 
 
ARC Document Solutions, Inc. stockholders’ equity:
 
 
Preferred stock, $0.001 par value, 25,000 shares authorized;  0 shares issued and outstanding


Common stock, $0.001 par value, 150,000 shares authorized; 47,275  and 47,130 shares issued and 46,474  and 47,029 shares outstanding
47

47

Additional paid-in capital
115,842

115,089

Retained earnings
92,261

89,687

Accumulated other comprehensive loss
(1,928
)
(2,097
)
 
206,222

202,726

Less cost of common stock in treasury, 801  and 101 shares
3,345

612

Total ARC Document Solutions, Inc. stockholders’ equity
202,877

202,114

Noncontrolling interest
7,122

7,020

Total equity
209,999

209,134

Total liabilities and equity
$
465,961

$
474,538






ARC Document Solutions, Inc.
 
 
Consolidated Statements of Operations
 
 
(In thousands, except per share data)
 
 
(Unaudited)
Three Months Ended
 
March 31,
 
2016
2015
Service sales
$
90,635

$
93,325

Equipment and supplies sales
12,915

10,994

Total net sales
103,550

104,319

Cost of sales
69,813

68,298

Gross profit
33,737

36,021

Selling, general and administrative expenses
26,356

27,455

Amortization of intangible assets
1,313

1,489

Restructuring expense
2

74

Income from operations
6,066

7,003

Other income, net
(23
)
(26
)
Loss on extinguishment of debt
46


Interest expense, net
1,446

1,857

Income before income tax provision
4,597

5,172

Income tax provision
1,969

761

Net income
2,628

4,411

(Income) loss attributable to the noncontrolling interest
(54
)
25

Net income attributable to ARC Document Solutions, Inc. shareholders
$
2,574

$
4,436

Earnings per share attributable to ARC Document Solutions, Inc. shareholders:
 
 
Basic
$
0.06

$
0.10

Diluted
$
0.05

$
0.09

Weighted average common shares outstanding:
 
 
Basic
46,608

46,443

Diluted
47,203

47,654








ARC Document Solutions, Inc.
Non-GAAP Measures
Reconciliation of cash flows provided by operating activities to EBIT, EBITDA and Adjusted EBITDA
(In thousands)
(Unaudited)
 
Three Months Ended
 
March 31,
 
2016
2015
Cash flows provided by operating activities
$
5,303

$
5,288

Changes in operating assets and liabilities, net of effect of business acquisitions
7,809

9,416

Non-cash expenses, including depreciation, amortization and restructuring
(10,484
)
(10,293
)
Income tax provision
1,969

761

Interest expense, net
1,446

1,857

(Income) loss attributable to the noncontrolling interest
(54
)
25

EBIT
5,989

7,054

Depreciation and amortization
7,990

8,555

EBITDA
13,979

15,609

Loss on extinguishment of debt
46


Trade secret litigation costs (1)

34

Restructuring expense (2)
2

74

Stock-based compensation
772

1,083

Adjusted EBITDA
$
14,799

$
16,800



(1) On February 1, 2013, we filed a civil complaint against a competitor and a former employee in the Superior Court of California for Orange County, which alleged, among other claims, the misappropriation of ARC trade secrets; namely, proprietary customer lists that were used to communicate with ARC customers in an attempt to unfairly acquire their business. In prior litigation with the competitor based on related facts, in 2007 the competitor entered into a settlement agreement and stipulated judgment, which included an injunction. We instituted this suit to stop the defendant from using similar unfair business practices against us in the Southern California market. The case proceeded to trial in May 2014, and a jury verdict was entered for the defendants. In the first quarter of 2015, we entered into a settlement and paid the defendant. Legal fees associated with the litigation were recorded as selling, general and administrative expense.

(2) In October 2012, we initiated a restructuring plan which included the closure or downsizing of the Company's service center locations, as well as a reduction in headcount. Restructuring expenses in 2016 and 2015 primarily consist of revised estimated lease termination and obligation costs resulting from facilities closed in 2013.




ARC Document Solutions, Inc.
Non-GAAP Measures
Reconciliation of cash flows provided by operating activities to adjusted cash flows provided by operating activities
(In thousands)
(Unaudited)
 
Three Months Ended
 
March 31,
 
2016
2015
Cash flows provided by operating activities
$
5,303

$
5,288

Payments related to trade secret litigation costs

999

Payments related to restructuring expenses
2

118

Adjusted cash flows provided by operating activities
$
5,305

$
6,405









ARC Document Solutions, Inc.
Non-GAAP Measures
Reconciliation of net income attributable to ARC to unaudited adjusted net income attributable to ARC
(In thousands, except per share data)
(Unaudited)
 
 Three Months Ended
 
March 31,
 
2016
2015
Net income attributable to ARC Document Solutions, Inc.
$
2,574

$
4,436

Loss on extinguishment of debt
46


Restructuring expense
2

74

Trade secret litigation costs

34

Income tax benefit related to above items
(19
)
(42
)
Deferred tax valuation allowance and other discrete tax items
108

(1,256
)
Unaudited adjusted net income attributable to ARC Document Solutions, Inc.
$
2,711

$
3,246

 
 
 
Actual:
 
 
Earnings per share attributable to ARC Document Solutions, Inc. shareholders:
 
 
Basic
$
0.06

$
0.10

Diluted
$
0.05

$
0.09

Weighted average common shares outstanding:
 
 
Basic
46,608

46,443

Diluted
47,203

47,654

 
 
 
Adjusted:
 
 
Earnings per share attributable to ARC Document Solutions, Inc. shareholders:
 
 
Basic
$
0.06

$
0.07

Diluted
$
0.06

$
0.07

Weighted average common shares outstanding:
 
 
Basic
46,608

46,443

Diluted
47,203

47,654


                                                        








ARC Document Solutions, Inc.
Non-GAAP Measures
Reconciliation of net income attributable to ARC Document Solutions, Inc. shareholders to EBIT, EBITDA and Adjusted EBITDA
(In thousands)
(Unaudited)
 
 Three Months Ended
 
March 31,
 
2016
2015
Net income attributable to ARC Document Solutions, Inc. shareholders
$
2,574

$
4,436

Interest expense, net
1,446

1,857

Income tax provision
1,969

761

EBIT
5,989

7,054

Depreciation and amortization
7,990

8,555

EBITDA
13,979

15,609

Loss on extinguishment of debt
46


Trade secret litigation costs

34

Restructuring expense
2

74

Stock-based compensation
772

1,083

Adjusted EBITDA
$
14,799

$
16,800


ARC Document Solutions, Inc.
Net Sales by Product Line
(In thousands)
(Unaudited)
 
 
 
 Three Months Ended
 
March 31,
 
2016
2015
Service sales
 
 
CDIM
$
53,665

$
54,643

MPS
33,231

35,877

AIM
3,739

2,805

Total service sales
90,635

93,325

Equipment and supplies sales
12,915

10,994

Total net sales
$
103,550

$
104,319









Non-GAAP Financial Measures
EBIT, EBITDA and related ratios presented in this report are supplemental measures of our performance that are not required by or presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These measures are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating, investing or financing activities as a measure of our liquidity.
EBIT represents net income before interest and taxes. EBITDA represents net income before interest, taxes, depreciation and amortization. EBIT margin is a non-GAAP measure calculated by dividing EBIT by net sales. EBITDA margin is a non-GAAP measure calculated by dividing EBITDA by net sales.
We have presented EBIT, EBITDA and related ratios because we consider them important supplemental measures of our performance and liquidity. We believe investors may also find these measures meaningful, given how our management makes use of them. The following is a discussion of our use of these measures.
We use EBIT and EBITDA to measure and compare the performance of our operating segments. Our operating segments’ financial performance includes all of the operating activities except debt and taxation which are managed at the corporate level for U.S. operating segments. As a result, we believe EBIT is the best measure of operating segment profitability and the most useful metric by which to measure and compare the performance of our operating segments. We use EBITDA to measure performance for determining consolidated-level compensation. In addition, we use EBIT and EBITDA to evaluate potential acquisitions and potential capital expenditures.
EBIT, EBITDA and related ratios have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
They do not reflect our cash expenditures, or future requirements for capital expenditures and contractual commitments;
They do not reflect changes in, or cash requirements for, our working capital needs;
They do not reflect the significant interest expense, or the cash requirements necessary, to service interest or principal payments on our debt;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
Other companies, including companies in our industry, may calculate these measures differently than we do, limiting their usefulness as comparative measures.
Because of these limitations, EBIT, EBITDA, and related ratios should not be considered as measures of discretionary cash available to us to invest in business growth or to reduce our indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using EBIT, EBITDA and related ratios only as supplements.
Our presentation of adjusted net income, adjusted EBITDA, and adjusted cash flows from operations over certain periods is an attempt to provide meaningful comparisons to our historical performance for our existing and future investors. The unprecedented changes in our end markets over the past several years have required us to take measures that are unique in our history and specific to individual circumstances. Comparisons inclusive of these actions make normal financial and other performance patterns difficult to discern under a strict GAAP presentation. Each non-GAAP presentation, however, is explained in detail in the reconciliation tables above.
Specifically, we have presented adjusted net income attributable to ARC and adjusted earnings per share attributable to ARC shareholders for the three months ended March 31, 2016 and 2015 to reflect the exclusion of loss on extinguishment of debt, restructuring expense, trade secret litigation costs, and changes in the valuation allowances related to certain deferred tax assets and other discrete tax items. We have presented adjusted cash flows from operating activities for the three months ended March 31, 2016 and 2015 to reflect the exclusion of cash payments related to trade secret litigation costs and cash payments related to restructuring expenses. This presentation facilitates a meaningful comparison of our operating results for the three months ended March 31, 2016 and 2015 . We believe these charges were the result of the then current macroeconomic environment, our capital restructuring, or other items which are not indicative of our actual operating performance.
We have presented adjusted EBITDA in the three months ended March 31, 2016 and 2015 to exclude loss on extinguishment of debt, trade secret litigation costs, restructuring expense and stock-based compensation expense. The adjustment of EBITDA for these items is consistent with the definition of adjusted EBITDA in our credit agreement; therefore, we believe this information is useful to investors in assessing our financial performance.







ARC Document Solutions
Consolidated Statements of Cash Flows (In thousands)
(Unaudited)
Three Months Ended
 
March 31,
 
2016
2015
Cash flows from operating activities
 
 
Net income
$
2,628

$
4,411

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Allowance for accounts receivable
71

26

Depreciation
6,677

7,066

Amortization of intangible assets
1,313

1,489

Amortization of deferred financing costs
118

161

Stock-based compensation
772

1,083

Deferred income taxes
1,749

2,176

Deferred tax valuation allowance
72

(1,534
)
Loss on early extinguishment of debt
46


Other non-cash items, net
(334
)
(174
)
Changes in operating assets and liabilities:
 
 
Accounts receivable
(1,264
)
(4,522
)
Inventory
(1,568
)
(1,093
)
Prepaid expenses and other assets
397

1,999

Accounts payable and accrued expenses
(5,374
)
(5,800
)
Net cash provided by operating activities
5,303

5,288

Cash flows from investing activities
 
 
Capital expenditures
(2,505
)
(3,501
)
Other
226

155

Net cash used in investing activities
(2,279
)
(3,346
)
Cash flows from financing activities
 
 
Proceeds from stock option exercises
11

545

Proceeds from issuance of common stock under Employee Stock Purchase Plan
39

27

Share repurchases
(2,733
)

Contingent consideration on prior acquisitions
(65
)

Early extinguishment of long-term debt
(4,400
)

Payments on long-term debt agreements and capital leases
(3,121
)
(6,067
)
Net repayments under revolving credit facilities

(984
)
Payment of deferred financing costs
(30
)
(24
)
Payment of hedge premium

(632
)
Net cash used in financing activities
(10,299
)
(7,135
)
Effect of foreign currency translation on cash balances
105

118

Net change in cash and cash equivalents
(7,170
)
(5,075
)
Cash and cash equivalents at beginning of period
23,963

22,636

Cash and cash equivalents at end of period
$
16,793

$
17,561

Supplemental disclosure of cash flow information
 
 
Noncash investing and financing activities
 
 
Capital lease obligations incurred
$
2,865

$
3,500

Liabilities in connection with the acquisition of businesses
$
104

$