ARC DOCUMENT SOLUTIONS, INC., 10-K filed on 3/13/2015
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Feb. 27, 2015
Jun. 30, 2014
Document Document And Entity Information [Abstract]
 
 
 
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Dec. 31, 2014 
 
 
Document Fiscal Year Focus
2014 
 
 
Document Fiscal Period Focus
FY 
 
 
Entity Registrant Name
ARC Document Solutions, Inc. 
 
 
Entity Central Index Key
0001305168 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
46,836,307 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Entity Public Float
 
 
$ 243,838,415 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Current assets:
 
 
Cash and cash equivalents
$ 22,636 
$ 27,362 
Accounts receivable, net of allowances for accounts receivable of $2,413 and $2,517
62,045 
56,328 
Inventories, net
16,251 
14,047 
Deferred income taxes
278 
356 
Prepaid expenses
4,767 
4,324 
Other current assets
6,080 
4,013 
Total current assets
112,057 
106,430 
Property and equipment, net of accumulated depreciation of $214,697 and $206,636
59,520 
56,181 
Goodwill
212,608 
212,608 
Other intangible assets, net
23,841 
27,856 
Deferred financing fees, net
2,440 
3,242 
Deferred income taxes
1,110 
1,186 
Other assets
2,492 
2,419 
Total assets
414,068 
409,922 
Current liabilities:
 
 
Accounts payable
26,866 
23,363 
Accrued payroll and payroll-related expenses
13,765 
11,497 
Accrued expenses
22,793 
21,365 
Current portion of long-term debt and capital leases
27,969 
21,500 
Total current liabilities
91,393 
77,725 
Long-term debt and capital leases
175,916 
198,228 
Deferred income taxes
33,463 
31,667 
Other long-term liabilities
3,458 
3,163 
Total liabilities
304,230 
310,783 
Commitments and contingencies (Note 8)
   
   
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; 46,800 and 46,365 shares issued and 46,723 and 46,320 shares outstanding
47 
46 
Additional paid-in capital
110,650 
105,806 
Retained deficit
(7,353)
(14,628)
Accumulated other comprehensive (loss) income
(161)
634 
Total stockholders equity before adjustment of treasury stock
103,183 
91,858 
Less cost of common stock in treasury, 77 and 45 shares
408 
168 
Total ARC Document Solutions, Inc. stockholders’ equity
102,775 
91,690 
Noncontrolling interest
7,063 
7,449 
Total equity
109,838 
99,139 
Total liabilities and equity
$ 414,068 
$ 409,922 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Allowances for accounts receivable
$ 2,413 
$ 2,517 
Accumulated depreciation on property and equipment
$ 214,697 
$ 206,636 
Preferred stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
Preferred stock, shares authorized (in shares)
25,000,000 
25,000,000 
Preferred stock, shares issued (in shares)
Preferred stock, shares outstanding (in shares)
Common stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
Common stock, shares authorized (in shares)
150,000,000 
150,000,000 
Common stock, shares issued (in shares)
46,800,000 
46,365,000 
Common stock, shares outstanding (in shares)
46,723,000 
46,320,000 
Treasury stock, shares (in shares)
77,000 
45,000 
Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Statement [Abstract]
 
 
 
Service sales
$ 371,884 
$ 355,358 
$ 350,260 
Equipment and supplies sales
51,872 
51,837 
55,858 
Total net sales
423,756 
407,195 
406,118 
Cost of sales
279,478 
272,858 
282,599 
Gross profit
144,278 
134,337 
123,519 
Selling, general and administrative expenses
107,672 
96,800 
93,073 
Amortization of intangible assets
5,987 
6,612 
11,035 
Goodwill impairment
16,707 
Restructuring expense
777 
2,544 
3,320 
Income (loss) from operations
29,842 
28,381 
(616)
Other income, net
(96)
(106)
(100)
Loss on extinguishment of debt
5,599 
16,339 
Interest expense, net
14,560 
23,737 
28,165 
Income (loss) before income tax provision
9,779 
(11,589)
(28,681)
Income tax provision
2,348 
2,986 
2,784 
Net income (loss)
7,431 
(14,575)
(31,465)
Income attributable to noncontrolling interest
(156)
(748)
(503)
Net income (loss) attributable to ARC Document Solutions, Inc. shareholders
$ 7,275 
$ (15,323)
$ (31,968)
Earnings (loss) per share attributable to ARC Document Solutions, Inc. shareholders:
 
 
 
Basic (dollars per share)
$ 0.16 
$ (0.33)
$ (0.70)
Diluted (dollars per share)
$ 0.15 
$ (0.33)
$ (0.70)
Weighted average common shares outstanding:
 
 
 
Basic (shares)
46,245 
45,856 
45,668 
Diluted (shares)
47,088 
45,856 
45,668 
Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
 
 
 
Net income (loss)
$ 7,431 
$ (14,575)
$ (31,465)
Other comprehensive income, net of tax
 
 
 
Foreign currency translation adjustments
(851)
190 
345 
Amortization of derivative, net of tax effect of $0, $0 and $1,285
2,154 
Other comprehensive (loss) income, net of tax
(851)
190 
2,499 
Comprehensive income (loss)
6,580 
(14,385)
(28,966)
Comprehensive income attributable to noncontrolling interest
100 
993 
553 
Comprehensive income (loss) income attributable to ARC Document Solutions, Inc. shareholders
$ 6,480 
$ (15,378)
$ (29,519)
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
 
 
 
Tax effect of amortization of derivative
$ 0 
$ 0 
$ 1,285 
Consolidated Statements of Equity (USD $)
In Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Common Stock in Treasury [Member]
Noncontrolling Interest [Member]
Beginning Balance at Dec. 31, 2011
$ 137,065 
$ 46 
$ 99,728 
$ 32,663 
$ (1,760)
$ 0 
$ 6,388 
Beginning Balance, shares (in shares) at Dec. 31, 2011
 
46,235 
 
 
 
 
 
Stock-based compensation, shares (in shares)
 
 
 
 
 
 
Stock-based compensation
1,999 
 
1,999 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan, shares (in shares)
 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan
28 
 
28 
 
 
 
 
Stock options exercised, shares (in shares)
 
15 
 
 
 
 
 
Stock options exercised
79 
 
79 
 
 
 
 
Dividends paid to noncontrolling interest
676 
 
676 
 
 
 
 
Treasury shares (in shares)
 
12 
 
 
 
 
 
Treasury shares
(44)
 
 
 
 
(44)
 
Comprehensive loss
(28,966)
 
 
(31,968)
2,449 
 
553 
Ending Balance at Dec. 31, 2012
110,837 
46 
102,510 
695 
689 
(44)
6,941 
Ending Balance, shares (in shares) at Dec. 31, 2012
 
46,274 
 
 
 
 
 
Stock-based compensation, shares (in shares)
 
41 
 
 
 
 
 
Stock-based compensation
3,207 
 
3,207 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan, shares (in shares)
 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan
30 
 
30 
 
 
 
 
Stock options exercised, shares (in shares)
11 
11 
 
 
 
 
 
Stock options exercised
59 
 
59 
 
 
 
 
Dividends paid to noncontrolling interest
(485)
 
 
 
 
 
(485)
Treasury shares (in shares)
 
33 
 
 
 
 
 
Treasury shares
(124)
 
 
 
 
(124)
 
Comprehensive loss
(14,385)
 
 
(15,323)
(55)
 
993 
Ending Balance at Dec. 31, 2013
99,139 
46 
105,806 
(14,628)
634 
(168)
7,449 
Ending Balance, shares (in shares) at Dec. 31, 2013
46,365 
46,365 
 
 
 
 
 
Stock-based compensation, shares (in shares)
 
167 
 
 
 
 
 
Stock-based compensation
3,532 
 
3,532 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan, shares (in shares)
13 
13 
 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan
82 
 
82 
 
 
 
 
Stock options exercised, shares (in shares)
223 
223 
 
 
 
 
 
Stock options exercised
1,231 
1,230 
 
 
 
 
Treasury shares (in shares)
 
32 
 
 
 
 
 
Treasury shares
(240)
 
 
 
 
(240)
 
Dividends paid to noncontrolling interest
(486)
 
 
 
 
 
(486)
Comprehensive loss
6,580 
 
 
7,275 
(795)
 
100 
Ending Balance at Dec. 31, 2014
$ 109,838 
$ 47 
$ 110,650 
$ (7,353)
$ (161)
$ (408)
$ 7,063 
Ending Balance, shares (in shares) at Dec. 31, 2014
46,800 
46,800 
 
 
 
 
 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash flows from operating activities
 
 
 
Net income (loss)
$ 7,431 
$ (14,575)
$ (31,465)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Allowance for accounts receivable
546 
636 
456 
Depreciation
28,148 
28,133 
28,487 
Amortization of intangible assets
5,987 
6,612 
11,035 
Amortization of deferred financing costs
758 
1,098 
1,088 
Amortization of bond discount
764 
671 
611 
Goodwill impairment
16,707 
Stock-based compensation
3,802 
3,207 
1,999 
Deferred income taxes
5,429 
(4,909)
(6,433)
Deferred tax valuation allowance
(3,552)
7,277 
9,750 
Restructuring expense, non-cash portion
 
244 
2,379 
Amortization of derivative, net of tax effect
2,154 
Loss on early extinguishment of debt
5,599 
16,339 
Other non-cash items, net
(462)
(323)
321 
Changes in operating assets and liabilities, net of effect of business acquisitions:
 
 
 
Accounts receivable
(6,898)
(5,133)
2,533 
Inventory
(2,220)
376 
(3,005)
Prepaid expenses and other assets
(1,830)
1,966 
1,032 
Accounts payable and accrued expenses
6,510 
5,179 
(97)
Net cash provided by operating activities
50,012 
46,798 
37,552 
Cash flows from investing activities
 
 
 
Capital expenditures
(13,269)
(18,191)
(20,348)
Payments for businesses acquired, net of cash acquired
(342)
Other
(185)
741 
323 
Net cash used in investing activities
(13,796)
(17,450)
(20,025)
Cash flows from financing activities
 
 
 
Proceeds from stock option exercises
1,227 
59 
79 
Proceeds from issuance of common stock under Employee Stock Purchase Plan
82 
30 
28 
Share repurchases, including shares surrendered for tax withholding
(240)
(124)
Proceeds from borrowings on long-term debt agreements
175,000 
196,402 
Payments of debt extinguishment costs
(11,330)
Early extinguishment of long-term debt
(194,500)
(200,000)
Payments on long-term debt agreements and capital leases
(19,217)
(12,379)
(15,601)
Net borrowings (repayments) under revolving credit facilities
98 
(237)
1,266 
Payment of deferred financing costs
(2,735)
(2,220)
(839)
Dividends paid to noncontrolling interest
(486)
(485)
Net cash used in financing activities
(40,771)
(30,284)
(15,067)
Effect of foreign currency translation on cash balances
(171)
277 
124 
Net change in cash and cash equivalents
(4,726)
(659)
2,584 
Cash and cash equivalents at beginning of period
27,362 
28,021 
25,437 
Cash and cash equivalents at end of period
22,636 
27,362 
28,021 
Supplemental Cash Flow Information [Abstract]
 
 
 
Cash paid for interest
13,303 
22,873 
23,277 
Income taxes paid (received), net
548 
(3,345)
(122)
Noncash financing activities
 
 
 
Capital lease obligations incurred
19,055 
10,399 
10,047 
Liabilities in connection with the acquisition of businesses
1,768 
Liabilities in connection with deferred financing costs
$ 8 
$ 433 
$ 0 
Description of Business and Basis of Presentation
Description of Business and Basis of Presentation
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
ARC Document Solutions, Inc. (“ARC Document Solutions,” “ARC” or the “Company”) is a leading document solutions company serving businesses of all types, with an emphasis on the non-residential segment of the architecture, engineering and construction (“AEC”) industry. ARC offers a variety of services including: Onsite Services, Digital Services, Color Services, and Traditional Reprographics Services. In addition, ARC also sells Equipment and Supplies. The Company conducts its operations through its wholly-owned operating subsidiary, ARC Document Solutions, LLC, a Texas limited liability company, and its affiliates.
Basis of Presentation
The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis and relies on historical experience and various other factors that it believes to be reasonable under the circumstances to determine such estimates. Actual results could differ from those estimates and such differences may be material to the Consolidated Financial Statements.
Risk and Uncertainties
The Company generates the majority of its revenue from sales of services and products to customers in the AEC industry. As a result, the Company’s operating results and financial condition can be significantly affected by economic factors that influence the AEC industry, such as non-residential construction spending, GDP growth, interest rates, unemployment rates, and office vacancy rates. Reduced activity (relative to historic levels) in the AEC industry would diminish demand for some of ARC’s services and products, and would therefore negatively affect revenues and have a material adverse effect on its business, operating results and financial condition.
As part of the Company’s growth strategy, ARC intends to continue to offer and grow a variety of service offerings that are relatively new to the Company. The success of the Company’s efforts will be affected by its ability to acquire new customers for the Company’s new service offerings as well as sell the new service offerings to existing customers. The Company’s inability to successfully market and execute these relatively new service offerings could significantly affect its business and reduce its long term revenue, resulting in an adverse effect on its results of operations and financial condition.
Summary of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents
Cash equivalents include demand deposits and short-term investments with a maturity of three months or less when purchased.
The Company maintains its cash deposits at numerous banks located throughout the United States, Canada, India, the United Kingdom and China, which at times, may exceed federally insured limits. UDS, the Company’s operations in China, held $12.7 million of the Company’s cash and cash equivalents as of December 31, 2014. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on cash and cash equivalents.
Restricted Cash
As of December 31, 2014, the Company had restricted cash of $1.4 million related to a government grant received by UNIS Document Solutions Co. Ltd., (“UDS”), the Company's joint-venture in China, which was included in other current assets. Restrictions on the cash are removed upon approval by the governmental agency of project-based expenditures supporting technology investments made by UDS.
Concentrations of Credit Risk and Significant Vendors
Concentrations of credit risk with respect to trade receivables are limited due to a large, diverse customer base. No individual customer represented more than 4% of net sales during the years ended December 31, 2014, 2013 and 2012.
The Company has geographic concentration risk as sales in California, as a percent of total sales, were approximately 30%, 31% and 31% for the years ended December 31, 2014, 2013 and 2012, respectively.
The Company contracts with various suppliers. Although there are a limited number of suppliers that could supply the Company’s inventory, management believes any shortfalls from existing suppliers would be absorbed from other suppliers on comparable terms. However, a change in suppliers could cause a delay in sales and adversely affect results.
Purchases from the Company’s three largest vendors during the years ended December 31, 2014, 2013 and 2012 comprised approximately 33%, 36%, and 34% respectively, of the Company’s total purchases of inventory and supplies.

Allowance for Doubtful Accounts
The Company performs periodic credit evaluations of the financial condition of its customers, monitors collections and payments from customers, and generally does not require collateral. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company writes off an account when it is considered uncollectible. The Company estimates the allowance for doubtful accounts based on historical experience, aging of accounts receivable, and information regarding the credit worthiness of its customers. Additionally, the Company provides an allowance for returns and discounts based on historical experience. In 2014, 2013, and 2012 the Company recorded expenses of $0.5 million, $0.6 million and $0.5 million, respectively, related to the allowance for doubtful accounts.
Inventories
Inventories are valued at the lower of cost (determined on a first-in, first-out basis; or average cost) or market. Inventories primarily consist of reprographics materials for use and resale, and equipment for resale. On an ongoing basis, inventories are reviewed and adjusted for estimated obsolescence or unmarketable inventories to reflect the lower of cost or market. Charges to increase inventory reserves are recorded as an increase in cost of sales. Estimated inventory obsolescence has been provided for in the financial statements and has been within the range of management’s expectations. As of December 31, 2014 and 2013, the reserves for inventory obsolescence was $0.9 million.
Income Taxes
Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. Changes in tax laws or accounting standards and methods may affect recorded deferred taxes in future periods.

When establishing a valuation allowance, the Company considers future sources of taxable income such as future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards and tax planning strategies. A tax planning strategy is an action that: is prudent and feasible; an enterprise ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused; and would result in realization of deferred tax assets. In the event the Company determines that its deferred tax assets, more likely than not, will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination.
As of June 30, 2011, the Company determined that cumulative losses for the preceding twelve quarters constituted sufficient objective evidence (as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10, Income Taxes) that a valuation allowance was needed. As of December 31, 2014 and 2013, the valuation allowance against certain deferred tax assets was $82.0 million and $85.6 million, respectively.

In future quarters the Company will continue to evaluate its historical results for the preceding twelve quarters and its future projections to determine whether the Company will generate sufficient taxable income to utilize its deferred tax assets, and whether a partial or full valuation allowance is still required. Should the Company generate sufficient taxable income, however, a portion or all of the then current valuation allowance may be reversed. Based on recent earnings in certain jurisdictions there is a reasonable possibility that, within the next year, sufficient positive evidence may become available to reach a conclusion that a portion of the valuation allowance will no longer be needed. As such, the Company may release a significant portion of the valuation allowance within the next 12 months. This release would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period such release is recorded. Any such adjustment could materially impact our financial position and results of operations.

The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified.

Income taxes have not been provided on certain undistributed earnings of foreign subsidiaries because such earnings are considered to be permanently reinvested.

The amount of taxable income or loss the Company reports to the various tax jurisdictions is subject to ongoing audits by federal, state and foreign tax authorities. The Company's estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. The Company uses a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and tax position taken or expected to be taken on its tax return. To the extent that the Company's assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company reports tax-related interest and penalties as a component of income tax expense.
The Company’s effective income tax rate differs from the statutory tax rate primarily due to the valuation allowance on the Company’s deferred tax assets, state income taxes, stock-based compensation, goodwill and other identifiable intangibles, and other discrete items. See Note 9 “Income Taxes” for further information.
Income tax deficiencies and benefits affecting stockholders’ equity are primarily related to employee stock-based compensation.
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, as follows:
 
Buildings
  
10-20 years
Leasehold improvements
  
10-20 years or lease term, if shorter
Machinery and equipment
  
3-7 years
Furniture and fixtures
  
3-7 years

Assets acquired under capital lease arrangements are included in machinery and equipment, are recorded at the present value of the minimum lease payments, and are depreciated using the straight-line method over the life of the asset or term of the lease, whichever is shorter. Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. Gains or losses on the sale or disposal of property and equipment are reflected in operating income.

The Company accounts for software costs developed for internal use in accordance with ASC 350-40, Intangibles – Goodwill and Other, which requires companies to capitalize certain qualifying costs incurred during the application development stage of the related software development project. The primary use of this software is for internal use and, accordingly, such capitalized software development costs are depreciated on a straight-line basis over the economic lives of the related products not to exceed three years. The Company’s machinery and equipment (see Note 6 “Property and Equipment”) includes $0.1 million and $0.3 million of capitalized software development costs as of December 31, 2014 and 2013, respectively, net of accumulated amortization of $17.5 million and $17.5 million as of December 31, 2014 and 2013, respectively. Depreciation expense includes the amortization of capitalized software development costs which amounted to $0.2 million, $0.3 million and $0.5 million during the years ended December 31, 2014, 2013 and 2012, respectively.
Impairment of Long-Lived Assets
The Company periodically assesses potential impairments of its long-lived assets in accordance with the provisions of ASC 360, Property, Plant, and Equipment. An impairment review is performed whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The Company groups its assets at the lowest level for which identifiable cash flows are largely independent of cash flows of the other assets and liabilities. The Company has determined that the lowest level for which identifiable cash flows are available is the regional level, which is the operating segment level.
Factors considered by the Company include, but are not limited to, significant underperformance relative to historical or projected operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. When the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, the Company recognizes an impairment loss. An impairment loss is reflected as the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on the fair value if available, or discounted cash flows, if fair value is not available. The Company had no long-lived asset impairments in 2014, 2013 or 2012.
Goodwill and Other Intangible Assets
In connection with acquisitions, the Company applies the provisions of ASC 805, Business Combinations, using the acquisition method of accounting. The excess purchase price over the assessed fair value of net tangible assets and identifiable intangible assets acquired is recorded as goodwill.
In accordance with ASC 350, Intangibles – Goodwill and Other, the Company assesses goodwill for impairment annually as of September 30, and more frequently if events and circumstances indicate that goodwill might be impaired.
Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill.
Goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized equal to the difference.
The Company determines the fair value of its reporting units using an income approach. Under the income approach, the Company determined fair value based on estimated discounted future cash flows of each reporting unit. The cash flows are discounted by an estimated weighted-average cost of capital, which is intended to reflect the overall level of inherent risk of a reporting unit. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and EBITDA margins, discount rates and future market conditions, among others. The Company considered market information in assessing the reasonableness of the fair value under the income approach outlined above.
Other intangible assets that have finite lives are amortized over their useful lives. Customer relationships are amortized using the accelerated method, based on customer attrition rates, over their estimated useful lives of 13 (weighted average) years.
Deferred Financing Costs
Direct costs incurred in connection with debt agreements are capitalized as incurred and amortized based on the effective interest method for the Company's borrowings under its term loan credit agreement ("Term A Credit Agreement"). At December 31, 2014 and 2013, the Company had deferred financing costs of $2.4 million and $3.2 million, respectively, net of accumulated amortization of $0.1 million and $0.5 million, respectively.
In 2014, the Company added $2.5 million of deferred financing costs related to its Term A Credit Agreement. In addition, the Company wrote off $2.4 million of deferred financing costs due to the extinguishment, in full, of its previous term loan credit agreement ("Term B Loan Credit Agreement") and the termination of the Company's 2012 Credit Agreement.
In 2013, the Company added $2.7 million of deferred financing costs related to its Term Loan Credit Agreement and amended 2012 Credit Agreement. In addition, the Company wrote off $2.5 million of deferred financing costs due to the extinguishment, in full, of its 10.5% senior secured notes and the amendment to the Company's 2012 Credit Agreement.
Derivative Financial Instruments
As of December 31, 2014 the Company was not party to any derivative or hedging transactions.
Historically, the Company enters into derivative instruments to manage its exposure to changes in interest rates. These instruments allow the Company to raise funds at floating rates and effectively swap them into fixed rates, without the exchange of the underlying principal amount. Such agreements are designated and accounted for under ASC 815, Derivatives and Hedging. Derivative instruments are recorded at fair value as either assets or liabilities in the Consolidated Balance Sheets.

Fair Values of Financial Instruments
The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments for disclosure purposes:
Cash equivalents: Cash equivalents are time deposits with maturity of three months or less when purchased, which are highly liquid and readily convertible to cash. Cash equivalents reported in the Company’s Consolidated Balance Sheet were $9.2 million and $12.9 million as of December 31, 2014 and 2013, respectively, and are carried at cost and approximate fair value due to the relatively short period to maturity of these instruments.

Contingent Liabilities: The Company recognizes liabilities for future earnout obligations on business acquisitions at their fair value based on discounted projected payments on such obligations. The inputs to the valuation, which are level 3 inputs within the fair value hierarchy, are projected sales to be provided by the acquired businesses based on historical sales trends for which earnout amounts are contractually based. Liabilities for future earnout obligations totaled $1.8 million as of December 31, 2014.
Short- and long-term debt: The carrying amount of the Company’s capital leases reported in the Consolidated Balance Sheets approximates fair value based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements. The carrying amount reported in the Company’s Consolidated Balance Sheets as of December 31, 2014 for borrowings under its Term A Credit Agreement and other notes payable is $173.0 million and $0.2 million, respectively. The Company has determined the fair value of its borrowings under its Term A Credit Agreement and other notes payable is $173.0 million and $0.2 million, respectively, as of December 31, 2014.
Insurance Liability
The Company maintains a high deductible insurance policy for a significant portion of its risks and associated liabilities with respect to workers’ compensation. The Company’s deductible is $250 thousand per individual. The accrued liabilities associated with this program are based on the Company’s estimate of the ultimate costs to settle known claims, as well as claims incurred but not yet reported to the Company, as of the balance sheet date. The Company’s estimated liability is not discounted and is based upon an actuarial report obtained from a third party. The actuarial report uses information provided by the Company’s insurance brokers and insurers, combined with the Company’s judgments regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation, and the Company’s claims settlement practices.
The Company is self-insured for healthcare benefits, with a stop-loss at $250 thousand per individual. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. The Company’s results could be materially affected by claims and other expenses related to such plans if future occurrences and claims differ from these assumptions and historical trends.
Commitments and Contingencies
In the normal course of business, the Company estimates potential future loss accruals related to legal, workers’ compensation, healthcare, tax and other contingencies. These accruals require management’s judgment on the outcome of various events based on the best available information. However, due to changes in facts and circumstances, the ultimate outcomes could differ from management’s estimates.
Revenue Recognition
The Company applies the provisions of ASC 605, Revenue Recognition. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery of products has occurred or services have been rendered, (iii) the sales price charged is fixed or determinable and (iv) collection is reasonably assured. Net sales include an allowance for estimated sales returns and discounts.
The Company recognizes service revenue when services have been rendered, while revenues from the resale of equipment and supplies are recognized upon delivery to the customer or upon customer pickup. Revenue from equipment service agreements are recognized over the term of the service agreement.
The Company has established contractual pricing for certain large national customer accounts (“Global Solutions”). These contracts generally establish uniform pricing at all operating segments for Global Solutions. Revenues earned from the Company’s Global Solutions are recognized in the same manner as non-Global Solutions revenues.
Included in revenues are fees charged to customers for shipping, handling, and delivery services. Such revenues amounted to $11.6 million, $12.1 million, and $12.9 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Revenues from hosted software licensing activities are recognized ratably over the term of the license. Revenues from software licensing activities comprise less than 1% of the Company’s consolidated revenues during the years ended December 31, 2014, 2013 and 2012.
Management provides for returns, discounts and allowances based on historic experience and adjusts such allowances as considered necessary. To date, such provisions have been within the range of management’s expectations.
Comprehensive Income (Loss)
The Company’s comprehensive income (loss) includes foreign currency translation adjustments and the amortized fair value of the company's previous swap transaction, net of taxes. The previous swap transaction was de-designated on December 1, 2010, as it no longer qualified as a cash flow hedge when the cash proceeds from the issuance of the Notes were used to pay off the Company’s previous credit agreement. At that time, the fair value of the Amended Swap Transaction was computed and the effective portion was stored in other comprehensive income and was amortized into income, net of tax effect, on the straight-line method, based on the original notional schedule.
Asset and liability accounts of international operations are translated into the Company’s functional currency, U.S. dollars, at current rates. Revenues and expenses are translated at the weighted-average currency rate for the fiscal year.

Segment and Geographic Reporting
The provisions of ASC 280, Segment Reporting, require public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on the various business activities that earn revenue and incur expense, whose operating results are reviewed by the Company's Chief Executive Officer, who is the Company's chief operating decision maker. Because its operating segments have similar products and services, classes of customers, production processes, distribution methods and economic characteristics, the Company is operates as a single reportable segment.
Net sales of the Company’s principal services and products were as follows:
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
Service Sales
 
 
 
 
 
Onsite Services(1)
$
135,020

 
$
121,550

 
$
108,817

Traditional Reprographics
113,179

 
116,673

 
126,785

Color
90,310

 
83,601

 
79,080

Digital
33,375

 
33,534

 
35,578

Total services sales
371,884

 
355,358

 
350,260

Equipment and Supplies Sales
51,872

 
51,837

 
55,858

Total net sales
$
423,756

 
$
407,195

 
$
406,118

 

(1)
Represents work done at the Company’s customer sites which includes Facilities Management (“FM”) and Managed Print Services (“MPS”).
The Company recognizes revenues in geographic areas based on the location to which the product was shipped or services have been rendered. Operations outside the United States have been small but growing. See table below for revenues and long-lived assets, net, excluding intangible assets, attributable to the Company’s U.S. operations and foreign operations. 
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
 
 
U.S.
 
Foreign
Countries
 
Total
 
U.S.
 
Foreign
Countries
 
Total
 
U.S.
 
Foreign
Countries
 
Total
Revenues from external customers
 
$
364,382

 
$
59,374

 
$
423,756

 
$
354,995

 
$
52,200

 
$
407,195

 
$
353,763

 
$
52,355

 
$
406,118

Long-lived assets, net, excluding intangible assets
 
$
51,826

 
$
7,694

 
$
59,520

 
$
48,319

 
$
7,862

 
$
56,181

 
$
48,486

 
$
7,985

 
$
56,471


Advertising and Shipping and Handling Costs
Advertising costs are expensed as incurred and approximated $1.7 million, $1.4 million, and $1.5 million during the years ended December 31, 2014, 2013 and 2012, respectively. Shipping and handling costs incurred by the Company are included in cost of sales.
Stock-Based Compensation
The Company applies the Black-Scholes valuation model in determining the fair value of share-based payments to employees, which is then amortized on a straight-line basis over the requisite service period.
Total stock-based compensation for the years ended December 31, 2014, 2013 and 2012, was $3.8 million, $3.2 million and $2.0 million, respectively and was recorded in selling, general, and administrative expenses, consistent with the classification of the underlying salaries. In accordance with ASC 718, Income Taxes, the excess tax benefit resulting from stock-based compensation, in the Consolidated Statements of Cash Flows, are classified as financing cash inflows.
The weighted average fair value at the grant date for options issued in the fiscal years ended December 31, 2014, 2013 and 2012, was $3.69, $1.57 and $2.97 respectively. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted average assumptions for the years ended December 31, 2014 and 2013 and 2012: 
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Weighted average assumptions used:
 
 
 
 
 
 
Risk free interest rate
 
2.12
%
 
1.36
%
 
1.17
%
Expected volatility
 
57.3
%
 
59.7
%
 
54.8
%
Expected dividend yield
 
%
 
%
 
%

Using historical exercise data as a basis, the Company determined that the expected term for stock options issued in 2014, 2013 and 2012 was 7.1 years, 7.0 years and 7.1 years, respectively.
For fiscal years 2014, 2013 and 2012, expected stock price volatility is based on the Company’s historical volatility for a period equal to the expected term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with an equivalent remaining term. The Company has not paid dividends in the past and does not currently plan to pay dividends in the near future. The Company assumed a forfeiture rate of 3% in 2014, 3% in 2013 and 2% in 2012. The Company’s assumed forfeiture rate is based on the historical forfeiture rate for employees at similar levels in the Company. The Company reviews its forfeiture rate at least on an annual basis.
As of December 31, 2014, total unrecognized stock-based compensation expense related to nonvested stock-based compensation was approximately $3.7 million, which is expected to be recognized over a weighted average period of approximately 1.8 years.
For additional information, see Note 10 “Employee Stock Purchase Plan and Stock Plan.”
Research and Development Expenses
Research and development activities relate to costs associated with the design and testing of new technology or enhancements and maintenance to existing technology. Such costs are expensed as incurred are primarily recorded to cost of sales. In total, research and development amounted to $6.3 million, $5.5 million and $5.4 million during the fiscal years ended December 31, 2014, 2013 and 2012, respectively.
Noncontrolling Interest
The Company accounted for its investment in UNIS Document Solutions Co. Ltd., (“UDS”) under the purchase method of accounting, in accordance with ASC 805, Business Combinations. UDS has been consolidated in the Company’s financial statements from the date of acquisition. Noncontrolling interest, which represents the 35 percent non-controlling interest in UDS, is reflected on the Company’s Consolidated Financial Statements.
Sales Taxes
The Company bills sales taxes, as applicable, to its customers. The Company acts as an agent and bills, collects, and remits the sales tax to the proper government jurisdiction. The sales taxes are accounted for on a net basis, and therefore are not included as part of the Company’s revenue.
Earnings Per Share
The Company accounts for earnings per share in accordance with ASC 260, Earnings Per Share. Basic earnings per share are computed by dividing net income attributable to ARC by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is computed similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if common shares subject to outstanding options and acquisition rights had been issued and if the additional common shares were dilutive. Common share equivalents are excluded from the computation if their effect is anti-dilutive. There were 1.5 million, 2.1 million and 2.3 million common stock options excluded as their effect would have been anti-dilutive for the years ended December 31, 2014, 2013 and 2012, respectively. The Company’s common share equivalents consist of stock options issued under the Company’s Stock Plan.
Basic and diluted weighted average common shares outstanding were calculated as follows for the years ended December 31, 2014, 2013 and 2012:
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
Weighted average common shares outstanding during the period — basic
46,245

 
45,856

 
45,668

Effect of dilutive stock options
843

 

 

Weighted average common shares outstanding during the period — diluted
47,088

 
45,856

 
45,668


Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 which supersedes the existing revenue recognition requirements in “Revenue Recognition (Topic 605).” The new guidance requires entities to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08. The new guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The adoption of ASU 2014-08 is not expected to have an impact on the Company's consolidated financial statements. The Company will adopt this standard effective January 1, 2015. Due to the change in requirements for reporting discontinued operations described above, presentation and disclosures of future transactions after adoption may be different than under current standards.
Restructuring Expenses
RESTRUCTURING EXPENSES
RESTRUCTURING EXPENSES
To ensure that the Company’s costs and resources were in line with demand for its current portfolio of services and products, management initiated a restructuring plan in the fourth quarter of 2012. Restructuring activities associated with the plan concluded in the fourth quarter of 2013. Through December 31, 2013, the restructuring plan included the closure or downsizing of 56 of the Company’s service centers, which represented more than 25% of its total number of service center locations. In addition, as part of the restructuring plan, the Company reduced headcount and middle management associated with its service center locations, streamlined the senior operational management team, and allocated more resources into growing sales categories such as Onsite Services. The reduction in headcount totaled approximately 300 full-time employees, which represented approximately 10% of the Company’s total workforce. To date, the Company has incurred $6.6 million of expense related to its restructuring plan.
Restructuring expenses include employee termination costs, estimated lease termination and obligation costs, and other restructuring expenses. The Company’s restructuring efforts included service center closures in both 2012 and 2013. The Company closed or downsized 23 service center locations in 2013, in addition to 33 service center locations in 2012. Restructuring expenses in 2014 primarily consisted of revised estimated lease termination and obligation costs resulting from facilities closed in 2013.
The following table summarizes restructuring expenses incurred in 2014, 2013 and 2012:
 
 
Year Ended December 31,
 
2014
 
2013
2012
Employee termination costs
$

 
$
15

$
784

Estimated lease termination and obligation costs
554

 
1,803

2,168

Other restructuring expenses
223

 
726

368

Total restructuring expenses
$
777

 
$
2,544

$
3,320


The changes in the restructuring liability from December 31, 2012 through December 31, 2014 are summarized as follows:
 
 
 
Balance, December 31, 2012
$
2,299

Restructuring expenses
2,544

Payments
(4,304
)
Balance, December 31, 2013
$
539

Restructuring expenses
777

Payments
(1,203
)
Balance, December 31, 2014
$
113

Acquisitions
ACQUISITIONS
ACQUISITIONS
During 2014, the Company acquired five businesses. Consideration for the purchase of the five businesses included earnout liabilities of $2.1 million, of which $0.3 million was paid in cash in 2014 with a remaining earnout liabilities balance of $1.8 million as of December 31, 2014. The Company's requirement to pay these earnout liabilities is contingent upon the future financial growth of the acquired businesses. The results of operations of the companies acquired have been included in the Consolidated Financial Statements from their respective dates of acquisition. The acquisitions, individually and in aggregate, were not material to the Company's consolidated results of operations.
During 2013 and 2012, the Company had no business acquisitions.
Goodwill and Other Intangibles Resulting from Business Acquisitions
Goodwill and Other Intangibles Resulting from Business Acquisitions
GOODWILL AND OTHER INTANGIBLES RESULTING FROM BUSINESS ACQUISITIONS
In connection with acquisitions, the Company applies the provisions of ASC 805, Business Combinations, using the acquisition method of accounting. The excess purchase price over the assessed fair value of net tangible assets and identifiable intangible assets acquired is recorded as goodwill.
In accordance with ASC 350, Intangibles-Goodwill and Other, the Company assesses goodwill for impairment annually as of September 30, and more frequently if events and circumstances indicate that goodwill might be impaired. At September 30, 2014, the Company performed its assessment and determined that goodwill was not impaired.
At September 30, 2012, absent the fact that the Company assesses goodwill for impairment annually as of September 30, the Company determined that there were sufficient indicators to trigger a goodwill impairment analysis. The indicators included, among other factors: (1) the Company’s underperformance relative to its plan in the third quarter of 2012, (2) the performance against plan of reporting units which previously had goodwill impairment, (3) the economic environment, and (4) the continued decrease in large and small format printing at the Company’s service centers, which the Company management believes is partly due to customers’ increasing adoption of technology. The Company’s analysis indicated that seven of its reporting units, six in the United States and one in Canada, had a goodwill impairment as of September 30, 2012. Accordingly, the Company recorded a pretax, non-cash charge for the three months ended September 30, 2012 to reduce the carrying value of goodwill by $16.7 million.
Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. During the third quarter of 2014, in connection with an operationally focused reorganization of the Company's business into a regional format, the Company realigned its management and reporting structure. The reorganization was implemented to (1) better align the Company's operations and sales territories to that of its customers, (2) quickly respond to the evolving needs of companies operating in the AEC industry, the Company's primary market, (3) eliminate redundant business practices, and (4) realize operational economies of scale by combining operational staff, sales staff, back-office functions and streamlining the Company's management structure. The Company concluded that a number of its reporting units met the required aggregation criteria, and as a result, the Company aggregated those reporting units into seven reporting units identified for purposes of evaluating goodwill for impairment as of September 30, 2014.
Goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized equal to the difference.
The Company determines the fair value of its reporting units using an income approach. Under the income approach, the Company determined fair value based on estimated discounted future cash flows of each reporting unit. The cash flows are discounted by an estimated weighted-average cost of capital, which is intended to reflect the overall level of inherent risk of a reporting unit. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and EBITDA margins, discount rates and future market conditions, among others. The Company considered market information in assessing the reasonableness of the fair value under the income approach outlined above.
Given the current economic environment, the changing document and printing needs of the Company’s customers, and the uncertainties regarding the related impact on the Company’s business, there can be no assurance that the estimates and assumptions made for purposes of the Company’s goodwill impairment testing in 2014 will prove to be accurate predictions of the future. If the Company’s assumptions, including forecasted EBITDA of certain reporting units, are not achieved, the Company may be required to record additional goodwill impairment charges in future periods, whether in connection with the Company’s next annual impairment testing in the third quarter of 2015, or on an interim basis, if any such change constitutes a triggering event (as defined under ASC 350, Intangibles-Goodwill and Other ) outside of the quarter when the Company regularly performs its annual goodwill impairment test. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.
The changes in the carrying amount of goodwill from January 1, 2013 through December 31, 2014 are summarized as follows:
 
 
Gross
Goodwill
 
Accumulated
Impairment
Loss
 
Net
Carrying
Amount
January 1, 2013
$
405,558

 
$
192,950

 
$
212,608

Additions

 

 

Goodwill impairment

 

 

December 31, 2013
405,558

 
192,950

 
212,608

Additions

 

 

Goodwill impairment

 

 

December 31, 2014
$
405,558

 
$
192,950

 
$
212,608


Other intangible assets that have finite lives are amortized over their useful lives. Customer relationships are amortized using the accelerated method, based on customer attrition rates, over their estimated useful lives of 13 (weighted average) years. The Company acquired five businesses during 2014 and recorded customer relationship intangibles of $2.1 million related to the acquisitions.
During the fourth quarter of 2010, the Company decided to consolidate the various brands that previously represented the Company’s market presence in North America. Beginning in January 2011, each of the Company’s North American operating segments and their respective locations began to adopt ARC, the Company’s overall brand name. Original brand names were used in conjunction with the new ARC brand name to reinforce the Company’s continuing presence in the business communities it serves, and ongoing relationships with its customers. Accordingly, the remaining estimated useful lives of the trade name intangible assets were revised down to 18 months. This change in estimate was accounted for on a prospective basis, resulting in increased amortization expense over the revised useful life of each trade name. There was no related impact for the years ended December 31, 2014 or 2013. The impact of this change for the twelve months ended December 31, 2012 was an increase in amortization expense of approximately $3.2 million. Trade names were amortized using the straight-line method. The Company retired the original North American trade names in April 2012.
The following table sets forth the Company’s other intangible assets resulting from business acquisitions as of December 31, 2014 and December 31, 2013 which continue to be amortized:
 
 
December 31, 2014
 
December 31, 2013
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Amortizable other intangible assets
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
99,606

 
$
76,298

 
$
23,308

 
$
97,775

 
$
70,495

 
$
27,280

Trade names and trademarks
20,370

 
19,837

 
533

 
20,375

 
19,799

 
576

 
$
119,976

 
$
96,135

 
$
23,841

 
$
118,150

 
$
90,294

 
$
27,856


Based on current information, estimated future amortization expense of other intangible assets for each of the next five fiscal years and thereafter are as follows:
 
2015
$
5,663

2016
4,844

2017
4,279

2018
3,865

2019
3,145

Thereafter
2,045

 
$
23,841

Property and Equipment
Property and Equipment
PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
 
December 31,
 
2014
 
2013
Machinery and equipment
$
254,206

 
$
241,626

Buildings and leasehold improvements
16,399

 
17,255

Furniture and fixtures
3,612

 
3,936

 
274,217

 
262,817

Less accumulated depreciation
(214,697
)
 
(206,636
)
 
$
59,520

 
$
56,181


Depreciation expense was $28.1 million, $28.1 million, and $28.5 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Long-Term Debt
Long-Term Debt
LONG-TERM DEBT
Long-term debt consists of the following:
 
 
December 31,
 
2014
 
2013
Term A loan facility maturing 2019; 2.74% interest rate at December 31, 2014
$
173,000

 
$

Term B loan facility maturing 2018, net of original issue discount of $4,000 (repaid); 6.25% interest rate at December 31, 2013

 
196,000

Various capital leases; weighted average interest rate of 6.8% and 7.5% at December 31, 2014 and 2013; principal and interest payable monthly through November 2020
28,789

 
21,516

Borrowings from foreign revolving credit facilities; 0.6% interest rate at December 31, 2014 and 2013
1,897

 
1,811

Various other notes payable with a weighted average interest rate of 6.5% and 6.4% at December 31, 2014 and 2013, respectively; principal and interest payable monthly through June 2016
199

 
401

 
203,885

 
219,728

Less current portion
(27,969
)
 
(21,500
)
 
$
175,916

 
$
198,228


Term A Loan Facility
On November 20, 2014 the Company entered into a Credit Agreement (the “Term A Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto.
The Term A Credit Agreement provides for the extension of term loans (“Term Loans”) in an aggregate principal amount of $175.0 million, the entirety of which was disbursed on the Closing Date in order to pay outstanding obligations under the Company’s Term Loan Credit Agreement dated as of December 20, 2013. The Credit Agreement also provides for the extension of revolving loans (“Revolving Loans”) in an aggregate principal amount not to exceed $30.0 million. The Revolving Loan facility under the Term A Credit Agreement replaces the Company’s Credit Agreement dated as of January 27, 2012. The Company may request incremental commitments to the aggregate principal amount of Term Loans and Revolving Loans available under the Term A Credit Agreement by an amount not to exceed $75 million in the aggregate. Unless an incremental commitment to increase the Term Loan or provide a new term loan matures at a later date, the obligations under the Term A Credit Agreement mature on November 20, 2019. As of December 31, 2014, the Company's borrowing availability under the Term A Credit Agreement was $27.7 million, which was the maximum borrowing limit of $30.0 million reduced by outstanding letters of credit of $2.3 million.
Loans borrowed under the Term A Credit Agreement bear interest, in the case of LIBOR rate loans, at a per annum rate equal to the applicable LIBOR rate, plus a margin ranging from 1.50% to 2.50%, based on the Company’s Total Leverage Ratio (as defined in the Term A Credit Agreement). Loans borrowed under the Term A Credit Agreement that are not LIBOR rate loans bear interest at a per annum rate equal to (i) the greatest of (A) the Federal Funds Rate plus 0.50%, (B) the one month LIBOR rate plus 1.00% per annum, and (C) the rate of interest announced, from time to time, by Wells Fargo Bank, National Association as its “prime rate,” plus (ii) a margin ranging from 0.50% to 1.50%, based on our Company’s Total Leverage Ratio.
The Company will pay certain recurring fees with respect to the credit facility, including administration fees to the administrative agent.
Subject to certain exceptions, including in certain circumstances, reinvestment rights, the loans extended under the Term A Credit Agreement are subject to customary mandatory prepayment provisions with respect to: the net proceeds from certain asset sales; the net proceeds from certain issuances or incurrences of debt (other than debt permitted to be incurred under the terms of the Term A Credit Agreement); the net proceeds from certain issuances of equity securities; and net proceeds of certain insurance recoveries and condemnation events of the Company.
The Term A Credit Agreement contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the ability (subject to various exceptions) of the Company and its subsidiaries to: incur additional indebtedness (including guarantee obligations); incur liens; sell certain property or assets; engage in mergers or other fundamental changes; consummate acquisitions; make investments; pay dividends, other distributions or repurchase equity interest of the Company or its subsidiaries; change the nature of their business; prepay or amend certain indebtedness; engage in certain transactions with affiliates; amend their organizational documents; or enter into certain restrictive agreements. In accordance with the Term A Credit Agreement, the Company is permitted to pay dividends related to its equity securities payable solely in shares of equity securities. In addition, the Term A Credit Agreement contains financial covenants which requires the Company to maintain (i) at all times, a Total Leverage Ratio in an amount not to exceed 3.25 to 1.00 through the Company’s fiscal quarter ending September 30, 2016, and thereafter, in an amount not to exceed 3.00 to 1.00; and (ii) a Fixed Charge Coverage Ratio (as defined in the Term A Credit Agreement), as of the last day of each fiscal quarter, in an amount not less than 1.25 to 1.00.
The Term A Credit Agreement contains customary events of default, including with respect to: nonpayment of principal, interest, fees or other amounts; failure to perform or observe covenants; material inaccuracy of a representation or warranty when made; cross-default to other material indebtedness; bankruptcy, insolvency and dissolution events; inability to pay debts; monetary judgment defaults; actual or asserted invalidity or impairment of any definitive loan documentation, repudiation of guaranties or subordination terms; certain ERISA related events; or a change of control.

The obligations of the Company’s subsidiary that is the borrower under the Term A Credit Agreement are guaranteed by the Company and each other United States domestic subsidiary of the Company. The Term A Credit Agreement and any interest rate protection and other hedging arrangements provided by any lender party to the Credit Facility or any affiliate of such a lender are secured on a first priority basis by a perfected security interest in substantially all of the borrower’s, the Company’s and each guarantor’s assets (subject to certain exceptions).
Term B Loan Facility

On December 20, 2013, we entered into a Term Loan Credit Agreement (the “Term B Loan Credit Agreement”) among ARC, as borrower, JPMorgan Chase Bank., N.A, as administrative agent and as collateral agent, and the lenders party thereto. Concurrently with the Company’s entry into the Term A Credit Agreement described above, the Company paid in full and terminated the Term B Loan Credit Agreement resulting in a loss on early extinguishment of debt of $5.6 million in 2014.

The credit facility provided under the Term B Loan Credit Agreement consisted of an initial term loan facility of $200.0 million, the entirety of which was disbursed in order to pay for the purchase of the Notes that were accepted under a cash tender offer and the subsequent redemption of the remaining outstanding Notes and to pay associated fees and expenses in connection with the cash tender offer and redemption.
10.5% Senior Notes
On December 1, 2010, the Company completed a private placement of 10.5% senior unsecured notes due 2016 (the “Notes”). During the third and fourth quarters of 2013, the Company repurchased $12.3 million in aggregate principal amount of the Notes in the open market using available cash. In December 2013 the Company commenced a cash tender offer and consent solicitation for all of the remaining outstanding Notes and accepted for payment all Notes that were validly tendered, followed by a redemption of all Notes which remained outstanding following the tender offer. In addition, the Company discharged all of its obligations under the indenture governing the Notes by causing to be delivered a notice of redemption to holders of the remaining outstanding Notes and the Company deposited funds sufficient to pay and discharge all remaining indebtedness on the Notes, including accrued and unpaid interest. The purchase and redemption of the Notes resulted in a loss on early extinguishment of debt of $16.3 million in 2013.
2012 Credit Agreement
On January 27, 2012, the Company entered into a Credit Agreement (the “2012 Credit Agreement”), which, as amended in 2013, provided revolving loans in an aggregate principal amount not to exceed $40.0 million, with a Canadian sublimit of $5.0 million, based on inventory and accounts receivable of our subsidiaries organized in the US (“United States Domestic Subsidiaries”) and Canada (“Canadian Domestic Subsidiaries”) that meet certain eligibility criteria. Concurrently with the Company’s entry into the Term A Credit Agreement described above, the Company terminated the 2012 Credit Agreement.
Foreign Credit Agreement
In the third quarter of 2013, in conjunction with its Chinese operations, UNIS Document Solutions Co. Ltd. (“UDS”), the Company’s Chinese business venture with Beijing-based Unisplendour, entered into a revolving credit facility with a term of 18 months. The facility provides for a maximum credit amount of 20.0 million Chinese Yuan Renminbi, which translates to U.S. $3.3 million as of December 31, 2014. Draws on the facility are limited to 30 day periods and incur a fee of 0.05% of the amount drawn and no additional interest is charged.
Other Notes Payable
Includes notes payable collateralized by equipment previously purchased.
Minimum future maturities of long-term debt and capital lease obligations as of December 31, 2014 are as follows:
 
 
Long-Term Debt
 
Capital Lease Obligations
Year ending December 31:
 
 
 
2015
$
17,536

 
$
10,433

2016
17,560

 
8,035

2017
17,500

 
6,047

2018
17,500

 
3,395

2019
105,000

 
801

Thereafter

 
78

 
$
175,096

 
$
28,789

Commitments and Contingencies
Commitments and Contingencies
COMMITMENTS AND CONTINGENCIES
The Company leases machinery, equipment, and office and operational facilities under non-cancelable operating lease agreements. Certain lease agreements for the Company’s facilities generally contain renewal options and provide for annual increases in rent based on the local Consumer Price Index. The following is a schedule of the Company’s future minimum lease payments as of December 31, 2014:
 
Year ending December 31:
 
 
2015
 
$
16,925

2016
 
13,198

2017
 
10,415

2018
 
5,351

2019
 
2,681

Thereafter
 
1,720

 
 
$
50,290


Total rent expense under operating leases, including month-to-month rentals, amounted to $23.4 million, $24.1 million, and $26.3 million during the years ended December 31, 2014, 2013 and 2012, respectively. Under certain lease agreements, the Company is responsible for other costs such as property taxes, insurance, maintenance, and utilities.
The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers. The term of the final lease with such related parties ended on March 2014. As of December 31, 2014, the Company is not party to any lease agreements with related parties. The rental expense on these facilities amounted to $43 thousand, $0.9 million and $1.1 million during the years ended December 31, 2014, 2013 and 2012, respectively.
The Company has entered into indemnification agreements with each director and named executive officer which provide indemnification under certain circumstances for acts and omissions which may not be covered by any directors’ and officers’ liability insurance. The indemnification agreements may require the Company, among other things, to indemnify its officers and directors against certain liabilities that may arise by reason of their status or service as officers and directors (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain officers’ and directors’ insurance if available on reasonable terms. There have been no events to date which would require the Company to indemnify its officers or directors.
On October 21, 2010, a former employee, individually and on behalf of a purported class consisting of all non-exempt employees who work or worked for American Reprographics Company, L.L.C. and American Reprographics Company in the State of California at any time from October 21, 2006 through the present, filed an action against the Company in the Superior Court of California for Orange County. The complaint alleges, among other things, that the Company violated the California Labor Code by failing to (i) provide meal and rest periods, or compensation in lieu thereof, (ii) timely pay wages due at termination, and (iii) that those practices also violate the California Business and Professions Code. The relief sought includes damages, restitution, penalties, interest, costs, and attorneys’ fees and such other relief as the court deems proper. On March 15, 2013, the Company participated in a private mediation session with claimants’ counsel which did not result in resolution of the claim. Subsequent to the mediation session, the mediator issued a proposal that was accepted by both parties. The Company has received preliminary court approval of the settlement, and awaits final court approval. The Company has a liability of $0.9 million as of December 31, 2014 related to the claim, which represents management's best estimate of the probable outcome based on information available. As such, the ultimate resolution of the claim could result in a loss different than the estimated loss recorded.

On February 1, 2013, the Company 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 the Company's 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. The Company instituted this suit to stop the defendant from using similar unfair business practices against it in the Southern California market. The case proceeded to trial in May 2014, and a jury verdict was entered for the defendants. In December 2014, the court awarded the defendant attorneys' fees related to the case. In February 2015, ARC entered into a settlement with the defendant with regards to attorneys' fees. Legal fees associated with the litigation, including the settlement with the defendant, totaled $3.8 million in 2014 and were recorded as selling, general and administrative expense.
In addition to the matter described above, the Company is involved in various additional legal proceedings and other legal matters from time to time in the normal course of business. The Company does not believe that the outcome of any of these matters will have a material effect on its consolidated financial position, results of operations or cash flows.
Income Taxes
Income Taxes
INCOME TAXES
The following table includes the consolidated income tax provision for federal, state, and foreign income taxes related to the Company’s total earnings before taxes for 2014, 2013 and 2012:
 
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Current:
 
 
 
 
 
 
Federal
 
$

 
$

 
$
59

State
 
86

 
264

 
370

Foreign
 
392

 
354

 
322

 
 
478

 
618

 
751

Deferred:
 
 
 
 
 
 
Federal
 
1,453

 
1,898

 
1,356

State
 
343

 
869

 
489

Foreign
 
74

 
(399
)
 
188

 
 
1,870

 
2,368

 
2,033

Income tax provision
 
$
2,348

 
$
2,986

 
$
2,784


The Company's foreign earnings before taxes were $0.3 million, $2.3 million and $2.9 million for 2014, 2013 and 2012, respectively.
The consolidated deferred tax assets and liabilities consist of the following:
 
 
December 31,
 
2014
 
2013
Deferred tax assets:
 
 
 
Financial statement accruals not currently deductible
$
3,661

 
$
3,217

Accrued vacation
914

 
763

Deferred revenue
420

 
418

State taxes
62

 
162

Fixed assets
8,004

 
6,408

Goodwill and other identifiable intangibles
25,079

 
32,111

Stock-based compensation
5,098

 
6,061

Federal tax net operating loss carryforward
33,005

 
31,817

State tax net operating loss carryforward, net
5,179

 
4,584

State tax credits, net
994

 
942

Foreign tax credit carryforward
506

 
249

Foreign tax net operating loss carryforward
455

 
361

Gross deferred tax assets
83,377

 
87,093

Less: valuation allowance
(81,989
)
 
(85,551
)
Net deferred tax assets
1,388

 
1,542

 
 
 
 
Deferred tax liabilities:
 
 
 
Goodwill and other identifiable intangibles
$
(33,463
)
 
$
(31,667
)
Net deferred tax liabilities
$
(32,075
)
 
$
(30,125
)


A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
Statutory federal income tax rate
35
%
 
35
 %
 
35
 %
State taxes, net of federal benefit
4

 
3

 
1

Foreign taxes
1

 
4

 
2

Goodwill impairment

 

 
(8
)
Valuation allowance
(36
)
 
(63
)
 
(34
)
Non-deductible expenses and other
3

 
(1
)
 
(1
)
Section 162(m) limitation
4

 
(2
)
 

Stock-based compensation
16

 
(8
)
 
(4
)
Discrete item for state taxes
(4
)
 
8

 

Discrete items for other
1

 
(2
)
 
(1
)
Effective income tax rate
24
%
 
(26
)%
 
(10
)%


In accordance with ASC 740-10, Income Taxes, the Company evaluates its deferred tax assets to determine if a valuation allowance is required based on the consideration of all available evidence using a “more likely than not” standard, with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability; the length of statutory carryover periods for operating losses and tax credit carryovers; and available tax planning alternatives. As of December 31, 2014, the Company determined that cumulative losses for the preceding twelve quarters constituted sufficient objective evidence (as defined by ASC 740-10, Income Taxes) that a valuation allowance on certain deferred assets was needed.

Based on the Company’s assessment, the remaining net deferred tax assets of $1.4 million as of December 31, 2014 are considered to be more likely than not to be realized. The valuation allowance of $82.0 million may be increased or decreased as conditions change or if the Company is unable to implement certain available tax planning strategies. The realization of the Company’s net deferred tax assets ultimately depend on future taxable income, reversals of existing taxable temporary differences or through a loss carry back.
As of December 31, 2014, the Company had approximately $94.3 million of consolidated federal, $105.4 million of state and $2.1 million of foreign net operating loss and charitable contribution carryforwards available to offset future taxable income, respectively. The federal net operating loss carryforward began in 2011 and will begin to expire in varying amounts between 2031 and 2034. The charitable contribution carryforward began in 2009 and will begin to expire in varying amounts between 2015 and 2019. The state net operating loss carryforwards expire in varying amounts between 2015 and 2034. The foreign net operating loss carryforwards begin to expire in varying amounts beginning in 2015 and 2034.

Goodwill impairment item represents non-deductible goodwill impairment related to stock acquired in prior years. Non-deductible other items include meals and entertainment and other items that, individually, are not significant.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2010. In 2010, the IRS commenced an examination of the Company’s U.S. income tax return for 2008, which was completed in February of 2011. The IRS did not propose any adjustments to the Company’s 2008 U.S. income tax return. In 2011, the IRS commenced an examination of the Company’s 2009 and 2010 U.S. income tax returns. The IRS did not propose any significant adjustments to the Company’s 2009 and 2010 U.S. income tax returns as of December 31, 2014.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
 
 
2014
 
2013
 
2012
Beginning balance at January 1,
$
266

 
$
266

 
$

Additions based on tax positions related to the current year

 

 
266

Reductions based on tax positions related to the prior year
(266
)
 

 

Reductions for tax positions due to expiration of statute of limitations

 

 

Ending balance at December 31,
$

 
$
266

 
$
266


The Company recognizes penalties and interest related to unrecognized tax benefits in tax expense. Interest expense of $0 and $27 thousand is included in the ASC 740-10, Income Taxes, liability on the Company’s balance sheet as of December 31, 2014 and 2013, respectively.
Employee Stock Purchase Plan and Stock Plan
Employee Stock Purchase Plan and Stock Plan
EMPLOYEE STOCK PURCHASE PLAN AND STOCK PLAN
Employee Stock Purchase Plan
Under the Company’s Employee Stock Purchase Plan (the “ESPP”) eligible employees may purchase up to a calendar year maximum per eligible employee of the lesser of (i) 2,500 shares of common stock, or (ii) a number of shares of common stock having an aggregate fair market value of $25 thousand as determined on the date of purchase at 85% of the fair market value of such shares of common stock on the applicable purchase date. The compensation expense in connection with the ESPP in 2014, 2013, and 2012 was $15 thousand, $5 thousand and $5 thousand, respectively.

Employees purchased the following shares in the periods presented:
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
Shares purchased
13

 
6

 
6

Average price per share
$
6.24

 
$
4.90

 
$
4.51


Stock Plan
At the Company's annual meeting of stockholders held on May 1, 2014, the Company's stockholders approved the Company's 2014 Stock Plan (the “2014 Stock Plan”) as adopted by the Company's board of directors. The 2014 Stock Plan replaces the American Reprographics Company 2005 Stock Plan (the "2005 Plan"). The 2014 Stock Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses and other forms of awards granted or denominated in the Company's common stock or units of the Company's common stock, as well as cash bonus awards to employees, directors and consultants of the Company. The 2014 Stock Plan authorizes the Company to issue up to 3.5 million shares of common stock. At December 31, 2014, 3.0 million shares remain available for issuance under the Stock Plan.
Stock options granted under the 2014 Stock Plan generally expire no later than ten years from the date of grant. Options generally vest and become fully exercisable over a period of three to four years from date of award, except that options granted to non-employee directors may vest over a shorter time period. The exercise price of options must be equal to at least 100% of the fair market value of the Company’s common stock on the date of grant. The Company allows for cashless exercises of vested outstanding options.
During the year ended December 31, 2014, the Company granted options to acquire a total of 518 thousand shares of the Company’s common stock to certain key employees with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. These stock options will vest annually over three years and expire 10 years after the date of grant. In addition, the Company granted options to acquire a total of 48 thousand and 13 thousand shares of the Company’s common stock to its Chief Operating Officer and its Chief Financial Officer, respectively, with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. These stock options will vest annually over four years and expire 10 years after the date of grant.
During the year ended December 31, 2013, the Company granted options to acquire a total of 1.5 million shares of the Company's common stock to certain key employees with an exercise price equal to the fair market value of the Company's common stock on the date of grant.
In 2012, the Company granted options to acquire a total of 631 thousand shares, of the Company’s common stock to certain key employees with an exercise price equal to the fair market value of the Company’s common stock on the respective dates of grant.
The following is a further breakdown of the stock option activity under the Stock Plan:
 
 
Year Ended December 31, 2014
 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Contractual
Life
(In years)
 
Aggregate
Intrinsic
Value
(In thousands)
Outstanding at December 31, 2012
2,336

 
$
7.64

 
 
 
 
Granted
1,508

 
$
2.67

 
 
 
 
Exercised
(11
)
 
$
5.62

 
 
 
 
Forfeited/Cancelled
(220
)
 
$
7.61

 
 
 
 
Outstanding at December 31, 2013
3,613

 
$
5.57

 
 
 
 
Granted
579

 
$
6.25

 
 
 
 
Exercised
(223
)
 
$
5.53

 
 
 
 
Forfeited/Cancelled
(288
)
 
$
7.86

 
 
 
 
Outstanding at December 31, 2014
3,681

 
$
5.50

 
7.15
 
$
18,276

Vested or expected to vest at December 31, 2014
3,632

 
$
5.51

 
7.13
 
$
18,002

Exercisable at December 31, 2014
1,878

 
$
6.78

 
5.89
 
$
7,371


The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing stock price on December 31, 2014 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all the option holders exercised their options on December 31, 2014. This amount changes based on the fair market value of the common stock. Total intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012 was $398 thousand, $27 thousand and $1 thousand, respectively.

A summary of the Company’s non-vested stock options as of December 31, 2014, and changes during the fiscal year then ended is as follows:
 
 
 
Weighted
Average Grant Date
Non-vested Options
Shares
 
Fair Market Value
Non-vested at December 31, 2013
1,942

 
$
1.90

Granted
579

 
$
3.68

Vested
(701
)
 
$
3.03

Forfeited/Cancelled
(17
)
 
$
2.68

Non-vested at December 31, 2014
1,803

 
$
2.43

The following table summarizes certain information concerning outstanding options at December 31, 2014:
 
 
 
Range of Exercise Price
Options Outstanding at
December 31, 2014
$2.37 – $3.99
1,488

$5.37 – $7.19
1,167

$8.20 – $9.03
976

$23.85 – $35.42
50

$2.37 – $35.42
3,681

Restricted Stock
The Stock Plan provides for automatic grants of restricted stock awards to non-employee directors of the Company, as of each annual meeting of the Company’s stockholders having a then fair market value equal to $60 thousand.
In 2014, the Company granted 144 thousand shares of restricted stock to the Company's Chief Executive Officer. The restricted stock vests annually over four years after the date of grant. In addition, the Company granted 9 thousand shares of restricted stock to each of the Company's six non-employee members of its board of directors at a price per share equal to the closing price of the Company's common stock on the date the restricted stock was granted. The restricted stock vests on the one-year anniversary of the grant date.
In 2013, the Company granted 15 thousand shares of restricted stock to each of the Company’s six non-employee members of its Board of Directors at a price per share equal to the closing price of the Company’s common stock on the respective dates the restricted stock was granted. The shares of restricted stock granted to the non-employee board members vested on the one-year anniversary of the grant date.
In 2012, the Company granted 9 thousand shares of restricted stock to each of the Company’s six non-employee members of its Board of Directors at a price per share equal to the closing price of the Company’s common stock on the respective date the restricted stock was granted. The shares of restricted stock granted to the non-employee board members will vest on the one-year anniversary of the grant date.

A summary of the Company’s non-vested restricted stock as of December 31, 2014, and changes during the fiscal year then ended is as follows:
 
 
 
Weighted
Average Grant Date
Non-vested Restricted Stock
Shares
 
Fair Market Value
Non-vested at December 31, 2013
345

 
$
6.83

Granted
201

 
$
7.08

Vested
(255
)
 
$
6.16

Forfeited/Cancelled
(1
)
 
$
8.53

Non-vested at December 31, 2014
290

 
$
7.57


The total fair value of restricted stock awards vested during the years ended December 31, 2014, 2013 and 2012 was $1.8 million, $0.8 million and $1.2 million, respectively.
Retirement Plans
Retirement Plans
RETIREMENT PLANS
The Company sponsors a 401(k) Plan, which covers substantially all employees of the Company who have attained age 21. Under the Company’s 401(k) Plan, eligible employees may contribute up to 75% of their annual eligible compensation (or in the case of highly compensated employees, up to 6% of their annual eligible compensation), subject to contribution limitations imposed by the Internal Revenue Service. During a portion of 2009, the Company made an employer matching contribution equal to 20% of an employee’s contributions, up to a total of 4% of that employee’s compensation. In July 2009, the Company amended its 401(k) Plan to eliminate the mandatory company contribution and to provide for discretionary company contributions. In 2013, the Company reinstated the mandatory company contribution. An independent third party administers the Company’s 401(k) Plan. The Company's total expense under these plans amounted to $80 thousand and $50 thousand during the years ended December 31, 2014 and 2013, respectively. The Company did not make any discretionary contributions to its 401(k) plan in 2012.
Derivatives and Hedging Transactions
Derivatives and Hedging Transactions
DERIVATIVES AND HEDGING TRANSACTIONS
As of December 31, 2014 the Company was not party to any derivative or hedging transactions.
As of December 31, 2010, the Company was party to a swap transaction, in which the Company exchanged its floating-rate payments for fixed-rate payments. The swap transaction qualified as a cash flow hedge up to November 30, 2010. As of December 1, 2010, the swap transaction was de-designated upon issuance of the Notes and payoff of the Company’s previous credit agreement. The swap transaction no longer qualified as a cash flow hedge under ASC 815, Derivatives and Hedging, as all the floating-rate debt was extinguished. As of December 31, 2010, the swap transaction had a negative fair value of $9.7 million, all of which was recorded in accrued expenses. On January 3, 2011, the swap transaction was terminated and settled. The loss was reclassed out of accumulated other comprehensive loss into income from 2011 to 2012.
As of December 31, 2014, there is no amount deferred in accumulated other comprehensive income related to any swap transactions.

The following table summarizes the effect of the Amended Swap Transaction on the Consolidated Statements of Operations for the year ended December 31, 2014, 2013 and 2012:
 
 
Amount of Gain or (Loss)
Reclassified from AOCL into Income
 
Amount of Gain or (Loss)
Recognized in Income
 
(effective portion)
 
(ineffective portion)
 
Year Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
2014
 
2013
 
2012
Location of Loss Reclassified from AOCL into Income
 
 
 
 
 
 
 
 
 
 
 
Interest expense
$

 
$

 
$
3,440

 
$

 
$

 
$

Fair Value Measurements
Fair Value Measurements
FAIR VALUE MEASUREMENTS
In accordance with ASC 820, Fair Value Measurement, the Company has categorized its assets and liabilities that are measured at fair value into a three-level fair value hierarchy as set forth below. If the inputs used to measure fair value fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement. The three levels of the hierarchy are defined as follows:
Level 1-inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2-inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3-inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following table summarizes the bases used to measure certain assets and liabilities at fair value on a recurring basis in the consolidated financial statements as of and for the year ended December 31, 2014 and 2013:
 
 
 
Significant Other Unobservable Inputs
December 31,
 
 
2014
 
2013
 
 
Level 3
 
Total Losses
 
Level 3
 
Total Losses
Recurring Fair Value Measure
 
 
 
 
 
 
 
 
       Contingent purchase price consideration for
       acquired businesses
 
$
1,768

 
$

 
$

 
$


The Company recognizes liabilities for future earnout obligations on business acquisitions at their fair value based on discounted projected payments on such obligations. The inputs to the valuation, which are level 3 inputs within the fair value hierarchy, are projected sales to be provided by the acquired businesses based on historical sales trends for which earnout amounts are contractually based. Based on the Company's assessment as of December 31, 2014, the estimated contractually required earnout amounts would be achieved. The following table presents the change in the Level 3 contingent purchase price consideration liability for 2014.
Balance, December 31, 2013
 
$

     Additions related to acquisitions
 
2,110

     Payments
 
(342
)
     Adjustments included in earnings
 

Balance, December 31, 2014
 
$
1,768

Valuation and Qualifying accounts
Valuation and Qualifying Accounts
Schedule II
ARC DOCUMENT SOLUTIONS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
 
 
Balance at
Beginning
of Period
 
Charges to
Cost and
Expenses
 
Deductions
(1)
 
Balance at
End of
Period
Year ended December 31, 2014
 
 
 
 
 
 
 
Allowance for accounts receivable
$
2,517

 
$
546

 
$
(650
)
 
$
2,413

Year ended December 31, 2013
 
 
 
 
 
 
 
Allowance for accounts receivable
$
2,634

 
$
636

 
$
(753
)
 
$
2,517

Year ended December 31, 2012
 
 
 
 
 
 
 
Allowance for accounts receivable
$
3,309

 
$
456

 
$
(1,131
)
 
$
2,634

 
(1)
Deductions represent uncollectible accounts written-off net of recoveries.
Summary of Significant Accounting Policies (Policies)
Basis of Presentation
The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis and relies on historical experience and various other factors that it believes to be reasonable under the circumstances to determine such estimates. Actual results could differ from those estimates and such differences may be material to the Consolidated Financial Statements.
Risk and Uncertainties
The Company generates the majority of its revenue from sales of services and products to customers in the AEC industry. As a result, the Company’s operating results and financial condition can be significantly affected by economic factors that influence the AEC industry, such as non-residential construction spending, GDP growth, interest rates, unemployment rates, and office vacancy rates. Reduced activity (relative to historic levels) in the AEC industry would diminish demand for some of ARC’s services and products, and would therefore negatively affect revenues and have a material adverse effect on its business, operating results and financial condition.
As part of the Company’s growth strategy, ARC intends to continue to offer and grow a variety of service offerings that are relatively new to the Company. The success of the Company’s efforts will be affected by its ability to acquire new customers for the Company’s new service offerings as well as sell the new service offerings to existing customers. The Company’s inability to successfully market and execute these relatively new service offerings could significantly affect its business and reduce its long term revenue, resulting in an adverse effect on its results of operations and financial condition.
Cash Equivalents
Cash equivalents include demand deposits and short-term investments with a maturity of three months or less when purchased.
The Company maintains its cash deposits at numerous banks located throughout the United States, Canada, India, the United Kingdom and China, which at times, may exceed federally insured limits. UDS, the Company’s operations in China, held $12.7 million of the Company’s cash and cash equivalents as of December 31, 2014. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on cash and cash equivalents.
Restricted Cash
As of December 31, 2014, the Company had restricted cash of $1.4 million related to a government grant received by UNIS Document Solutions Co. Ltd., (“UDS”), the Company's joint-venture in China, which was included in other current assets. Restrictions on the cash are removed upon approval by the governmental agency of project-based expenditures supporting technology investments made by UDS.
Concentrations of Credit Risk and Significant Vendors
Concentrations of credit risk with respect to trade receivables are limited due to a large, diverse customer base. No individual customer represented more than 4% of net sales during the years ended December 31, 2014, 2013 and 2012.
The Company has geographic concentration risk as sales in California, as a percent of total sales, were approximately 30%, 31% and 31% for the years ended December 31, 2014, 2013 and 2012, respectively.
The Company contracts with various suppliers. Although there are a limited number of suppliers that could supply the Company’s inventory, management believes any shortfalls from existing suppliers would be absorbed from other suppliers on comparable terms. However, a change in suppliers could cause a delay in sales and adversely affect results.
Allowance for Doubtful Accounts
The Company performs periodic credit evaluations of the financial condition of its customers, monitors collections and payments from customers, and generally does not require collateral. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company writes off an account when it is considered uncollectible. The Company estimates the allowance for doubtful accounts based on historical experience, aging of accounts receivable, and information regarding the credit worthiness of its customers. Additionally, the Company provides an allowance for returns and discounts based on historical experience.
Inventories
Inventories are valued at the lower of cost (determined on a first-in, first-out basis; or average cost) or market. Inventories primarily consist of reprographics materials for use and resale, and equipment for resale. On an ongoing basis, inventories are reviewed and adjusted for estimated obsolescence or unmarketable inventories to reflect the lower of cost or market. Charges to increase inventory reserves are recorded as an increase in cost of sales. Estimated inventory obsolescence has been provided for in the financial statements and has been within the range of management’s expectations.
Income Taxes
Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. Changes in tax laws or accounting standards and methods may affect recorded deferred taxes in future periods.

When establishing a valuation allowance, the Company considers future sources of taxable income such as future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards and tax planning strategies. A tax planning strategy is an action that: is prudent and feasible; an enterprise ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused; and would result in realization of deferred tax assets. In the event the Company determines that its deferred tax assets, more likely than not, will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination.
As of June 30, 2011, the Company determined that cumulative losses for the preceding twelve quarters constituted sufficient objective evidence (as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10, Income Taxes) that a valuation allowance was needed. As of December 31, 2014 and 2013, the valuation allowance against certain deferred tax assets was $82.0 million and $85.6 million, respectively.

In future quarters the Company will continue to evaluate its historical results for the preceding twelve quarters and its future projections to determine whether the Company will generate sufficient taxable income to utilize its deferred tax assets, and whether a partial or full valuation allowance is still required. Should the Company generate sufficient taxable income, however, a portion or all of the then current valuation allowance may be reversed. Based on recent earnings in certain jurisdictions there is a reasonable possibility that, within the next year, sufficient positive evidence may become available to reach a conclusion that a portion of the valuation allowance will no longer be needed. As such, the Company may release a significant portion of the valuation allowance within the next 12 months. This release would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period such release is recorded. Any such adjustment could materially impact our financial position and results of operations.

The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified.

Income taxes have not been provided on certain undistributed earnings of foreign subsidiaries because such earnings are considered to be permanently reinvested.

The amount of taxable income or loss the Company reports to the various tax jurisdictions is subject to ongoing audits by federal, state and foreign tax authorities. The Company's estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. The Company uses a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and tax position taken or expected to be taken on its tax return. To the extent that the Company's assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company reports tax-related interest and penalties as a component of income tax expense.
The Company’s effective income tax rate differs from the statutory tax rate primarily due to the valuation allowance on the Company’s deferred tax assets, state income taxes, stock-based compensation, goodwill and other identifiable intangibles, and other discrete items. See Note 9 “Income Taxes” for further information.
Income tax deficiencies and benefits affecting stockholders’ equity are primarily related to employee stock-based compensation.
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, as follows:
 
Buildings
  
10-20 years
Leasehold improvements
  
10-20 years or lease term, if shorter
Machinery and equipment
  
3-7 years
Furniture and fixtures
  
3-7 years

Assets acquired under capital lease arrangements are included in machinery and equipment, are recorded at the present value of the minimum lease payments, and are depreciated using the straight-line method over the life of the asset or term of the lease, whichever is shorter. Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. Gains or losses on the sale or disposal of property and equipment are reflected in operating income.

The Company accounts for software costs developed for internal use in accordance with ASC 350-40, Intangibles – Goodwill and Other, which requires companies to capitalize certain qualifying costs incurred during the application development stage of the related software development project. The primary use of this software is for internal use and, accordingly, such capitalized software development costs are depreciated on a straight-line basis over the economic lives of the related products not to exceed three years.
Impairment of Long-Lived Assets
The Company periodically assesses potential impairments of its long-lived assets in accordance with the provisions of ASC 360, Property, Plant, and Equipment. An impairment review is performed whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The Company groups its assets at the lowest level for which identifiable cash flows are largely independent of cash flows of the other assets and liabilities. The Company has determined that the lowest level for which identifiable cash flows are available is the regional level, which is the operating segment level.
Factors considered by the Company include, but are not limited to, significant underperformance relative to historical or projected operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. When the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, the Company recognizes an impairment loss. An impairment loss is reflected as the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on the fair value if available, or discounted cash flows, if fair value is not available.
Goodwill and Other Intangible Assets
In connection with acquisitions, the Company applies the provisions of ASC 805, Business Combinations, using the acquisition method of accounting. The excess purchase price over the assessed fair value of net tangible assets and identifiable intangible assets acquired is recorded as goodwill.
In accordance with ASC 350, Intangibles – Goodwill and Other, the Company assesses goodwill for impairment annually as of September 30, and more frequently if events and circumstances indicate that goodwill might be impaired.
Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill.
Goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized equal to the difference.
The Company determines the fair value of its reporting units using an income approach. Under the income approach, the Company determined fair value based on estimated discounted future cash flows of each reporting unit. The cash flows are discounted by an estimated weighted-average cost of capital, which is intended to reflect the overall level of inherent risk of a reporting unit. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and EBITDA margins, discount rates and future market conditions, among others. The Company considered market information in assessing the reasonableness of the fair value under the income approach outlined above.
Other intangible assets that have finite lives are amortized over their useful lives. Customer relationships are amortized using the accelerated method, based on customer attrition rates, over their estimated useful lives of 13 (weighted average) years.
Deferred Financing Costs
Direct costs incurred in connection with debt agreements are capitalized as incurred and amortized based on the effective interest method for the Company's borrowings under its term loan credit agreement ("Term A Credit Agreement"). At December 31, 2014 and 2013, the Company had deferred financing costs of $2.4 million and $3.2 million, respectively, net of accumulated amortization of $0.1 million and $0.5 million, respectively.
In 2014, the Company added $2.5 million of deferred financing costs related to its Term A Credit Agreement. In addition, the Company wrote off $2.4 million of deferred financing costs due to the extinguishment, in full, of its previous term loan credit agreement ("Term B Loan Credit Agreement") and the termination of the Company's 2012 Credit Agreement.
In 2013, the Company added $2.7 million of deferred financing costs related to its Term Loan Credit Agreement and amended 2012 Credit Agreement. In addition, the Company wrote off $2.5 million of deferred financing costs due to the extinguishment, in full, of its 10.5% senior secured notes and the amendment to the Company's 2012 Credit Agreement.
Derivative Financial Instruments
As of December 31, 2014 the Company was not party to any derivative or hedging transactions.
Historically, the Company enters into derivative instruments to manage its exposure to changes in interest rates. These instruments allow the Company to raise funds at floating rates and effectively swap them into fixed rates, without the exchange of the underlying principal amount. Such agreements are designated and accounted for under ASC 815, Derivatives and Hedging. Derivative instruments are recorded at fair value as either assets or liabilities in the Consolidated Balance Sheets.
Fair Values of Financial Instruments
The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments for disclosure purposes:
Cash equivalents: Cash equivalents are time deposits with maturity of three months or less when purchased, which are highly liquid and readily convertible to cash. Cash equivalents reported in the Company’s Consolidated Balance Sheet were $9.2 million and $12.9 million as of December 31, 2014 and 2013, respectively, and are carried at cost and approximate fair value due to the relatively short period to maturity of these instruments.

Contingent Liabilities: The Company recognizes liabilities for future earnout obligations on business acquisitions at their fair value based on discounted projected payments on such obligations. The inputs to the valuation, which are level 3 inputs within the fair value hierarchy, are projected sales to be provided by the acquired businesses based on historical sales trends for which earnout amounts are contractually based. Liabilities for future earnout obligations totaled $1.8 million as of December 31, 2014.
Short- and long-term debt: The carrying amount of the Company’s capital leases reported in the Consolidated Balance Sheets approximates fair value based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements. The carrying amount reported in the Company’s Consolidated Balance Sheets as of December 31, 2014 for borrowings under its Term A Credit Agreement and other notes payable is $173.0 million and $0.2 million, respectively. The Company has determined the fair value of its borrowings under its Term A Credit Agreement and other notes payable is $173.0 million and $0.2 million, respectively, as of December 31, 2014.
Insurance Liability
The Company maintains a high deductible insurance policy for a significant portion of its risks and associated liabilities with respect to workers’ compensation. The Company’s deductible is $250 thousand per individual. The accrued liabilities associated with this program are based on the Company’s estimate of the ultimate costs to settle known claims, as well as claims incurred but not yet reported to the Company, as of the balance sheet date. The Company’s estimated liability is not discounted and is based upon an actuarial report obtained from a third party. The actuarial report uses information provided by the Company’s insurance brokers and insurers, combined with the Company’s judgments regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation, and the Company’s claims settlement practices.
The Company is self-insured for healthcare benefits, with a stop-loss at $250 thousand per individual. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. The Company’s results could be materially affected by claims and other expenses related to such plans if future occurrences and claims differ from these assumptions and historical trends.
Commitments and Contingencies
In the normal course of business, the Company estimates potential future loss accruals related to legal, workers’ compensation, healthcare, tax and other contingencies. These accruals require management’s judgment on the outcome of various events based on the best available information. However, due to changes in facts and circumstances, the ultimate outcomes could differ from management’s estimates.
Revenue Recognition
The Company applies the provisions of ASC 605, Revenue Recognition. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery of products has occurred or services have been rendered, (iii) the sales price charged is fixed or determinable and (iv) collection is reasonably assured. Net sales include an allowance for estimated sales returns and discounts.
The Company recognizes service revenue when services have been rendered, while revenues from the resale of equipment and supplies are recognized upon delivery to the customer or upon customer pickup. Revenue from equipment service agreements are recognized over the term of the service agreement.
The Company has established contractual pricing for certain large national customer accounts (“Global Solutions”). These contracts generally establish uniform pricing at all operating segments for Global Solutions. Revenues earned from the Company’s Global Solutions are recognized in the same manner as non-Global Solutions revenues.
Included in revenues are fees charged to customers for shipping, handling, and delivery services. Such revenues amounted to $11.6 million, $12.1 million, and $12.9 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Revenues from hosted software licensing activities are recognized ratably over the term of the license. Revenues from software licensing activities comprise less than 1% of the Company’s consolidated revenues during the years ended December 31, 2014, 2013 and 2012.
Management provides for returns, discounts and allowances based on historic experience and adjusts such allowances as considered necessary. To date, such provisions have been within the range of management’s expectations.
Comprehensive Income (Loss)
The Company’s comprehensive income (loss) includes foreign currency translation adjustments and the amortized fair value of the company's previous swap transaction, net of taxes. The previous swap transaction was de-designated on December 1, 2010, as it no longer qualified as a cash flow hedge when the cash proceeds from the issuance of the Notes were used to pay off the Company’s previous credit agreement. At that time, the fair value of the Amended Swap Transaction was computed and the effective portion was stored in other comprehensive income and was amortized into income, net of tax effect, on the straight-line method, based on the original notional schedule.
Asset and liability accounts of international operations are translated into the Company’s functional currency, U.S. dollars, at current rates. Revenues and expenses are translated at the weighted-average currency rate for the fiscal year.
Segment and Geographic Reporting
The provisions of ASC 280, Segment Reporting, require public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on the various business activities that earn revenue and incur expense, whose operating results are reviewed by the Company's Chief Executive Officer, who is the Company's chief operating decision maker. Because its operating segments have similar products and services, classes of customers, production processes, distribution methods and economic characteristics, the Company is operates as a single reportable segment.
The Company recognizes revenues in geographic areas based on the location to which the product was shipped or services have been rendered. Operations outside the United States have been small but growing. See table below for revenues and long-lived assets, net, excluding intangible assets, attributable to the Company’s U.S. operations and foreign operations. 
Advertising and Shipping and Handling Costs
Advertising costs are expensed as incurred and approximated $1.7 million, $1.4 million, and $1.5 million during the years ended December 31, 2014, 2013 and 2012, respectively. Shipping and handling costs incurred by the Company are included in cost of sales.
Stock-Based Compensation
The Company applies the Black-Scholes valuation model in determining the fair value of share-based payments to employees, which is then amortized on a straight-line basis over the requisite service period.
Research and Development Expenses
Research and development activities relate to costs associated with the design and testing of new technology or enhancements and maintenance to existing technology. Such costs are expensed as incurred are primarily recorded to cost of sales.
Noncontrolling Interest
The Company accounted for its investment in UNIS Document Solutions Co. Ltd., (“UDS”) under the purchase method of accounting, in accordance with ASC 805, Business Combinations. UDS has been consolidated in the Company’s financial statements from the date of acquisition.
Sales Taxes
The Company bills sales taxes, as applicable, to its customers. The Company acts as an agent and bills, collects, and remits the sales tax to the proper government jurisdiction. The sales taxes are accounted for on a net basis, and therefore are not included as part of the Company’s revenue.
Earnings Per Share
The Company accounts for earnings per share in accordance with ASC 260, Earnings Per Share. Basic earnings per share are computed by dividing net income attributable to ARC by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is computed similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if common shares subject to outstanding options and acquisition rights had been issued and if the additional common shares were dilutive. Common share equivalents are excluded from the computation if their effect is anti-dilutive.
Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 which supersedes the existing revenue recognition requirements in “Revenue Recognition (Topic 605).” The new guidance requires entities to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08. The new guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The adoption of ASU 2014-08 is not expected to have an impact on the Company's consolidated financial statements. The Company will adopt this standard effective January 1, 2015. Due to the change in requirements for reporting discontinued operations described above, presentation and disclosures of future transactions after adoption may be different than under current standards.
Summary of Significant Accounting Policies (Tables)
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, as follows:
 
Buildings
  
10-20 years
Leasehold improvements
  
10-20 years or lease term, if shorter
Machinery and equipment
  
3-7 years
Furniture and fixtures
  
3-7 years
Net sales of the Company’s principal services and products were as follows:
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
Service Sales
 
 
 
 
 
Onsite Services(1)
$
135,020

 
$
121,550

 
$
108,817

Traditional Reprographics
113,179

 
116,673

 
126,785

Color
90,310

 
83,601

 
79,080

Digital
33,375

 
33,534

 
35,578

Total services sales
371,884

 
355,358

 
350,260

Equipment and Supplies Sales
51,872

 
51,837

 
55,858

Total net sales
$
423,756

 
$
407,195

 
$
406,118

 

(1)
Represents work done at the Company’s customer sites which includes Facilities Management (“FM”) and Managed Print Services (“MPS”).
See table below for revenues and long-lived assets, net, excluding intangible assets, attributable to the Company’s U.S. operations and foreign operations. 
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
 
 
U.S.
 
Foreign
Countries
 
Total
 
U.S.
 
Foreign
Countries
 
Total
 
U.S.
 
Foreign
Countries
 
Total
Revenues from external customers
 
$
364,382

 
$
59,374

 
$
423,756

 
$
354,995

 
$
52,200

 
$
407,195

 
$
353,763

 
$
52,355

 
$
406,118

Long-lived assets, net, excluding intangible assets
 
$
51,826

 
$
7,694

 
$
59,520

 
$
48,319

 
$
7,862

 
$
56,181

 
$
48,486

 
$
7,985

 
$
56,471

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted average assumptions for the years ended December 31, 2014 and 2013 and 2012: 
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Weighted average assumptions used:
 
 
 
 
 
 
Risk free interest rate
 
2.12
%
 
1.36
%
 
1.17
%
Expected volatility
 
57.3
%
 
59.7
%
 
54.8
%
Expected dividend yield
 
%
 
%
 
%
Basic and diluted weighted average common shares outstanding were calculated as follows for the years ended December 31, 2014, 2013 and 2012:
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
Weighted average common shares outstanding during the period — basic
46,245

 
45,856

 
45,668

Effect of dilutive stock options
843

 

 

Weighted average common shares outstanding during the period — diluted
47,088

 
45,856

 
45,668

Restructuring Expenses (Tables)
The following table summarizes restructuring expenses incurred in 2014, 2013 and 2012:
 
 
Year Ended December 31,
 
2014
 
2013
2012
Employee termination costs
$

 
$
15