Form 8-K - Current report

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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:

November 4, 2024

(Date of earliest event reported)

ARC Document Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32407

20-1700361

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

12657 Alcosta Blvd, Suite 200

San Ramon

CA

94583

(Address of principal executive offices)

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			ARC			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

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Item 2.02. Results of Operations and Financial Condition

On November 4, 2024, ARC Document Solutions, Inc. (the “Company”) issued a press release reporting its financial results for the third quarter of the fiscal year ending December 31, 2024. 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 9.01. Financial Statements and Exhibits

(d) Exhibits

           

99.1						ARC Document Solutions, Inc. Press Release, dated November 4, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: November 4, 2024			ARC DOCUMENT SOLUTIONS, INC. By:  /s/ Jorge Avalos                          Jorge Avalos      Chief Financial Officer

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Exhibit Index
Exhibit No.						Description
99.1						ARC Document Solutions, Inc. Press Release, dated November 4, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

ARC Reports Financial Results for Third Quarter 2024

SAN RAMON, CA – (November 4, 2024) – ARC Document Solutions, Inc. (NYSE: ARC), a leading provider of digital printing and document-related services, today reported its financial results for the third quarter ended September 30, 2024.

Financial Highlights:
			Three Months Ended									Nine Months Ended
			September 30,									September 30,
(All dollar amounts in millions, except EPS)			2024			2023						2024			2023
Net sales			$	74.4		$	71.1					$	220.4		$	212.3
Gross margin			33.3		%	34.0		%				33.6		%	34.0		%
Net (loss) income attributable to ARC			$	(0.1)		$	3.2					$	5.5		$	9.1
Adjusted net income attributable to ARC			$	—		$	3.2					$	5.9		$	9.4
Earnings per share - diluted			$	—		$	0.07					$	0.13		$	0.21
Adjusted earnings per share - diluted			$	—		$	0.07					$	0.14		$	0.22
Cash provided by operating activities			$	9.1		$	8.7					$	19.2		$	22.9
EBITDA1			$	5.6		$	9.4					$	22.5		$	28.2
Adjusted EBITDA1			$	6.2		$	10.0					$	24.5		$	29.8
Transaction costs			$	3.2		$	—					$	4.1		$	—
Capital expenditures			$	4.0		$	3.2					$	10.9		$	7.7
Debt & finance leases (including current)												$	59.1		$	62.2

2024 Third Quarter Supplemental Information:

Net sales were $74.4 million, a 4.8% increase compared to the third quarter of 2023.

Cash & cash equivalents on the consolidated balance sheet in the third quarter 2024 were $51.3 million.

Accrued transaction costs of $3.2 million related to the going-private transaction had an earnings per share impact of $0.07 in the third quarter 2024 as these costs were not tax deductible.

Cash provided by operating activities was reduced by $1.6 million of costs paid in connection with the going-private transaction in the third quarter 2024.

ARC’s next quarterly cash dividend of $0.05 will be paid on November 29, 2024 to shareholders of record on October 31, 2024.

Days sales outstanding2 were 51 in Q3 2024 and in Q3 2023.

The number of MPS locations have declined slightly year over year to approximately 10,300 as of September 30, 2024, representing a net decrease of approximately 200 locations compared to September 30, 2023.

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1Non-GAAP measures. See Non-GAAP Financial Measures and Key Performance Indicators below for definitions and reconciliations.

2 Key Performance Indicator. See Non-GAAP Financial Measures and Key Performance Indicators below for definition.

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About ARC Document Solutions (NYSE: ARC)

ARC partners with top brands around the world to tell their stories through visually compelling graphics. We use advanced digital printing technology, sustainable materials, and innovative techniques to bring their vision to life. ARC also provides other digital printing and scanning services to a wide variety of industries all over North America and in select markets around the world. Follow ARC at www.e-arc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or referenced in this press release that address activities, events or developments which we expect will or may occur in the future are forward-looking statements. You can generally identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of ARC Document Solutions Inc. (the “Company” or “ARC”), that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the merger, including the timing, receipt and terms and conditions of any required governmental approvals of the merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the possibility that ARC’s stockholders may not approve the merger; the risk that the parties may not be able to satisfy the conditions to the merger in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the merger; the risk that any announcements relating to the merger could have adverse effects on the market price of the ARC’s common stock; the risk that the merger and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of ARC to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the merger that could be instituted against ARC or its directors and/or officers; the risk associated with third-party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the merger which are not waived or otherwise satisfactorily resolved; the risk of ARC’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, pandemic conditions, cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions, and other risks and factors that may be difficult to predict and beyond ARC’s control, including those detailed in ARC’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and subsequent Current Reports on Form 8-K that are available on ARC’s website at https://ir.e-arc.com and on the website of the Securities and Exchange Commission (“SEC”) at http://www.sec.gov. ARC’s forward-looking statements are based on assumptions that ARC believes to be reasonable but that may not prove to be accurate. Other unpredictable events or factors not discussed in this press release could also have material adverse effects on forward-looking statements. ARC does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only as of the date they are made.

Contact Information:

David Stickney

VP Corporate Communications & Investor Relations

925-949-5114

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ARC Document Solutions, Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
			September 30,			December 31,
Current assets:			2024			2023
Cash and cash equivalents			$	51,291		$	56,093
Accounts receivable, net of allowances for accounts receivable of $1,640 and $1,857			41,896			35,775
Inventory			9,202			8,818
Prepaid expenses			4,828			3,988
Other current assets			4,310			3,978
Total current assets			111,527			108,652
Property and equipment, net of accumulated depreciation of $226,164 and $229,122			43,668			40,925
Right-of-use assets from operating leases			33,670			32,838
Goodwill			121,051			121,051
Other intangible assets, net			134			162
Deferred income taxes			1,450			4,383
Other assets			1,955			2,113
Total assets			$	313,455		$	310,124
Current liabilities:
Accounts payable			$	25,639		$	24,175
Accrued payroll and payroll-related expenses			10,572			9,401
Accrued expenses			20,860			18,787
Current operating lease liabilities			10,655			9,924
Current portion of finance leases			6,976			8,870
Total current liabilities			74,702			71,157
Long-term operating lease liabilities			27,367			27,357
Long-term debt and finance leases			52,172			53,366
Deferred income taxes			236			52
Other long-term liabilities			2,431			2,467
Total liabilities			156,908			154,399
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; 53,125 and 52,526 shares issued and 43,262 and 42,783 shares outstanding			53			52
Additional paid-in capital			138,516			136,460
Retained earnings			43,327			44,144
Accumulated other comprehensive loss			(4,135)			(4,200)
			177,761			176,456
Less cost of common stock in treasury, 9,863 and 9,743 shares			22,727			22,390
Total ARC Document Solutions, Inc. stockholders’ equity			155,034			154,066
Noncontrolling interest			1,513			1,659
Total equity			156,547			155,725
Total liabilities and equity			$	313,455		$	310,124

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ARC Document Solutions, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2024			2023			2024			2023
Net sales			$	74,448		$	71,057		$	220,354		$	212,325
Cost of sales			49,689			46,908			146,400			140,075
Gross profit			24,759			24,149			73,954			72,250
Selling, general and administrative expenses			23,268			19,269			63,681			57,764
Amortization of intangible assets			9			10			29			31
Income from operations			1,482			4,870			10,244			14,455
Other income, net			(23)			(16)			(94)			(42)
Interest expense, net			327			397			968			1,300
Income before income tax provision			1,178			4,489			9,370			13,197
Income tax provision			1,279			1,368			3,972			4,262
Net (loss) income			(101)			3,121			5,398			8,935
Loss attributable to the noncontrolling interest			36			44			149			188
Net (loss) income attributable to ARC Document Solutions, Inc. stockholders			$	(65)		$	3,165		$	5,547		$	9,123
Earnings per share attributable to ARC Document Solutions, Inc. stockholders
Basic			$	—		$	0.07		$	0.13		$	0.21
Diluted			$	—		$	0.07		$	0.13		$	0.21
Weighted average common shares outstanding:
Basic			42,529			42,554			42,355			42,634
Diluted			43,440			43,516			43,192			43,624

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ARC Document Solutions, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2024			2023			2024			2023
Cash flows from operating activities
Net (loss) income			$	(101)		$	3,121		$	5,398		$	8,935
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses			(21)			56			135			285
Depreciation			4,032			4,488			12,026			13,503
Amortization of intangible assets			9			10			29			31
Amortization of deferred financing costs			17			18			52			50
Stock-based compensation			593			599			1,935			1,622
Deferred income taxes			986			1,101			3,256			3,646
Deferred tax valuation allowance			14			111			(107)			160
Other non-cash items, net			(59)			(190)			(394)			(347)
Changes in operating assets and liabilities:
Accounts receivable			(147)			(2,190)			(6,151)			(1,968)
Inventory			78			188			(368)			(135)
Prepaid expenses and other assets			2,420			1,947			6,249			6,489
Accounts payable and accrued expenses			1,295			(555)			(2,851)			(9,414)
Net cash provided by operating activities			9,116			8,704			19,209			22,857
Cash flows from investing activities
Capital expenditures			(4,014)			(3,232)			(10,933)			(7,728)
Other			259			76			477			267
Net cash used in investing activities			(3,755)			(3,156)			(10,456)			(7,461)
Cash flows from financing activities
Proceeds from stock option exercises			12			49			40			1,130
Proceeds from issuance of common stock under Employee Stock Purchase Plan			23			38			82			98
Share repurchases			—			(1,041)			(337)			(2,849)
Payments on finance leases			(2,140)			(2,969)			(7,055)			(9,163)
Borrowings under revolving credit facilities			40,000			40,000			120,000			122,000
Payments under revolving credit facilities			(40,000)			(40,000)			(120,000)			(122,000)
Payment of deferred financing costs			—			—			—			(23)
Dividends paid			(2,127)			(2,132)			(6,346)			(6,399)
Net cash used in financing activities			(4,232)			(6,055)			(13,616)			(17,206)
Effect of foreign currency translation on cash balances			251			27			61			(165)
Net change in cash and cash equivalents			1,380			(480)			(4,802)			(1,975)
Cash and cash equivalents at beginning of period			49,911			51,066			56,093			52,561
Cash and cash equivalents at end of period			$	51,291		$	50,586		$	51,291		$	50,586
Supplemental disclosure of cash flow information
Noncash investing and financing activities
Finance lease obligations incurred			$	1,330		$	2,663		$	3,935		$	5,145
Operating lease obligations incurred			$	1,724		$	2,695		$	8,187		$	7,070

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ARC Document Solutions, Inc. Net Sales by Product Line (In thousands) (Unaudited)
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2024			2023			2024			2023
Service sales
Digital Printing			$	46,636		$	43,537		$	136,127		$	129,134
MPS			18,315			18,582			55,627			56,556
Scanning and Digital Imaging			5,354			4,991			16,676			14,845
Total service sales			70,305			67,110			208,430			200,535
Equipment and Supplies Sales			4,143			3,947			11,924			11,790
Total net sales			$	74,448		$	71,057		$	220,354		$	212,325

Non-GAAP Financial Measures and Key Performance Indicators

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, adjusted net income and adjusted earnings per share presented in this press release 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, diluted earnings per share 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. We have presented these measures 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.

EBITDA represents net income before interest, taxes, depreciation and amortization.

We use EBITDA to measure and compare the performance of our operating divisions. Our operating divisions’ financial performance includes all of the operating activities except debt and taxation which are managed at the corporate level for U.S. operating divisions. We use EBITDA to compare the performance of our operating divisions and to measure performance for determining consolidated-level compensation. In addition, we use EBITDA to evaluate potential acquisitions and potential capital expenditures.

EBITDA has 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, EBITDA 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 EBITDA only as supplements.

Our presentation of adjusted net income and adjusted EBITDA 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

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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 below.

Specifically, we have presented adjusted net income attributable to ARC and adjusted earnings per share attributable to ARC stockholders for the three and nine months ended September 30, 2024 to reflect the exclusion of changes in the valuation allowances related to certain deferred tax assets and other discrete tax items. We believe this presentation helps facilitate our investors understanding of our results of operations and allows them to make meaningful comparisons of our operating results for the three and nine months ended September 30, 2024 against the corresponding periods in 2023. We believe these changes were the result of items which are not indicative of our actual operating performance.

We have presented Adjusted EBITDA for the three and nine months ended September 30, 2024 to exclude stock-based compensation expense. The adjustment to exclude stock-based compensation expense from EBITDA 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 and ability to access our credit facility.

Key Performance Indicators

DSO is calculated by taking the respective years September 30, accounts receivable balance divided by the net sales for the quarter multiplied by the number of total days in a quarter. We have presented DSO because we consider it to be an important indicator of the efficiency of our business and the quality of our cash flows. We believe investors may also find this metric meaningful given the importance of cash flows from operations and management's ability to efficiently manage our working capital. We use DSO to measure and compare the cash management performance of our operating divisions. Other companies, including companies in our industry, may calculate DSO differently than we do, limiting its usefulness as a comparative measure.

ARC Document Solutions, Inc. Non-GAAP Measures Reconciliation of cash flows provided by operating activities to EBITDA and Adjusted EBITDA (In thousands) (Unaudited)
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2024			2023			2024			2023
Cash flows provided by operating activities			$	9,116		$	8,704		$	19,209		$	22,857
Changes in operating assets and liabilities			(3,646)			610			3,121			5,028
Non-cash expenses, including depreciation and amortization			(5,571)			(6,193)			(16,932)			(18,950)
Income tax provision			1,279			1,368			3,972			4,262
Interest expense, net			327			397			968			1,300
Loss attributable to the noncontrolling interest			36			44			149			188
Depreciation and amortization			4,041			4,498			12,055			13,534
EBITDA			5,582			9,428			22,542			28,219
Stock-based compensation			593			599			1,935			1,622
Adjusted EBITDA			$	6,175		$	10,027		$	24,477		$	29,841

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ARC Document Solutions, Inc. Non-GAAP Measures Reconciliation of net (loss) income attributable to ARC Document Solutions, Inc. to EBITDA and Adjusted EBITDA (In thousands) (Unaudited)
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2024			2023			2024			2023
Net (loss) income attributable to ARC Document Solutions, Inc.			$	(65)		$	3,165		$	5,547		$	9,123
Interest expense, net			327			397			968			1,300
Income tax provision			1,279			1,368			3,972			4,262
Depreciation and amortization			4,041			4,498			12,055			13,534
EBITDA			5,582			9,428			22,542			28,219
Stock-based compensation			593			599			1,935			1,622
Adjusted EBITDA			$	6,175		$	10,027		$	24,477		$	29,841

ARC Document Solutions, Inc. Non-GAAP Measures Reconciliation of net (loss) income attributable to ARC Document Solutions, Inc. to unaudited adjusted net income attributable to ARC Document Solutions, Inc. (In thousands, except per share data) (Unaudited)
			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2024			2023			2024			2023
Net (loss) income attributable to ARC Document Solutions, Inc.			$	(65)		$	3,165		$	5,547		$	9,123
Deferred tax valuation allowance and other discrete tax items			84			30			361			297
Adjusted net income attributable to ARC Document Solutions, Inc.			$	19		$	3,195		$	5,908		$	9,420
Actual:
Earnings per share attributable to ARC Document Solutions, Inc. stockholders:
Basic			$	—		$	0.07		$	0.13		$	0.21
Diluted			$	—		$	0.07		$	0.13		$	0.21
Weighted average common shares outstanding:
Basic			42,529			42,554			42,355			42,634
Diluted			43,440			43,516			43,192			43,624
Adjusted:
Earnings per share attributable to ARC Document Solutions, Inc. stockholders:
Basic			$	—		$	0.08		$	0.14		$	0.22
Diluted			$	—		$	0.07		$	0.14		$	0.22
Weighted average common shares outstanding:
Basic			42,529			42,554			42,355			42,634
Diluted			43,440			43,516			43,192			43,624

Cover Page	Nov. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 04, 2024
Entity Registrant Name	ARC Document Solutions, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32407
Entity Tax Identification Number	20-1700361
Entity Address, Address Line One	12657 Alcosta Blvd, Suite 200
Entity Address, City or Town	San Ramon
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94583
City Area Code	(925)
Local Phone Number	949-5100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ARC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001305168

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