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
|
|
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
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
40,674,349
|
|
19,725
|
|
36,995
|
|
—
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
35,239,700
|
|
681,837
|
|
390,967
|
|
4,418,565
|
|
|
|
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.
|
|
|
|
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.
|
|
|
|
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.
|
ARC DOCUMENT SOLUTIONS, INC.
By: ______________________ Kumarakulasingam Suriyakumar
President and Chief Executive Officer
|
EXECUTIVE
_________________________________ Rahul K. Roy |
•
|
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
|
|
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
|
|
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
|
|
•
|
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.
|
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
|
|
$
|
—
|
|