ARC DOCUMENT SOLUTIONS, INC., 10-Q filed on 8/4/2016
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2016
Jul. 29, 2016
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Jun. 30, 2016 
 
Document Fiscal Year Focus
2016 
 
Document Fiscal Period Focus
Q2 
 
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
 
47,389,907 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 20,452 
$ 23,963 
Accounts receivable, net of allowances for accounts receivable of $1,850 and $2,094
60,933 
60,085 
Inventories, net
19,570 
16,972 
Prepaid expenses
4,766 
4,555 
Other current assets
4,347 
4,131 
Total current assets
110,068 
109,706 
Property and equipment, net of accumulated depreciation of $206,584 and $202,457
57,754 
57,590 
Goodwill
138,688 
212,608 
Other intangible assets, net
15,580 
17,946 
Deferred income taxes
76,019 
74,196 
Other assets
2,372 
2,492 
Total assets
400,481 
474,538 
Current liabilities:
 
 
Accounts payable
22,148 
23,989 
Accrued payroll and payroll-related expenses
11,811 
12,118 
Accrued expenses
18,023 
19,194 
Current portion of long-term debt and capital leases
14,863 
14,374 
Total current liabilities
66,845 
69,675 
Long-term debt and capital leases
150,059 
157,018 
Deferred income taxes
29,412 
35,933 
Other long-term liabilities
2,623 
2,778 
Total liabilities
248,939 
265,404 
Commitments and contingencies (Note 6)
   
   
ARC Document Solutions, Inc. stockholders’ equity:
 
 
Preferred stock, $0.001 par value, 25,000 shares authorized; 0 shares issued and outstanding
Common stock, $0.001 par value, 150,000 shares authorized; 47,390 and 47,130 shares issued and 46,008 and 47,029 shares outstanding
47 
47 
Additional paid-in capital
116,494 
115,089 
Retained earnings
36,357 
89,687 
Accumulated other comprehensive loss
(2,653)
(2,097)
Total stockholders equity before adjustment of treasury stock
150,245 
202,726 
Less cost of common stock in treasury, 1,382 and 101 shares
5,709 
612 
Total ARC Document Solutions, Inc. stockholders’ equity
144,536 
202,114 
Noncontrolling interest
7,006 
7,020 
Total equity
151,542 
209,134 
Total liabilities and equity
$ 400,481 
$ 474,538 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]
 
 
Allowances for accounts receivable
$ 1,850 
$ 2,094 
Accumulated depreciation on property and equipment
$ 206,584 
$ 202,457 
Preferred stock, par value
$ 0.001 
$ 0.001 
Preferred stock, shares authorized
25,000 
25,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value
$ 0.001 
$ 0.001 
Common stock, shares authorized
150,000 
150,000 
Common stock, shares issued
47,390 
47,130 
Common stock, shares outstanding
46,008 
47,029 
Treasury stock, shares
1,382 
101 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Income Statement [Abstract]
 
 
 
 
Service sales
$ 92,581 
$ 99,336 
$ 183,216 
$ 192,661 
Equipment and supplies sales
11,189 
14,053 
24,104 
25,047 
Total net sales
103,770 
113,389 
207,320 
217,708 
Cost of sales
67,378 
72,530 
137,191 
140,828 
Gross profit
36,392 
40,859 
70,129 
76,880 
Selling, general and administrative expenses
25,503 
27,132 
51,859 
54,587 
Amortization of intangible assets
1,232 
1,442 
2,545 
2,931 
Goodwill impairment
73,900 
73,920 
Restructuring expense
11 
85 
(Loss) income from operations
(64,268)
12,274 
(58,202)
19,277 
Other income, net
(15)
(30)
(38)
(56)
Loss on extinguishment of debt
44 
97 
90 
97 
Interest expense, net
1,526 
1,939 
2,972 
3,796 
(Loss) income before income tax (benefit) provision
(65,800)
10,268 
(61,226)
15,400 
Income tax (benefit) provision
(10,000)
811 
(8,000)
1,600 
Net (loss) income
(55,808)
9,457 
(53,180)
13,868 
Income attributable to the noncontrolling interest
(96)
(200)
(150)
(175)
Net (loss) income attributable to ARC Document Solutions, Inc. shareholders
$ (55,904)
$ 9,257 
$ (53,330)
$ 13,693 
(Loss) earnings per share attributable to ARC Document Solutions, Inc. shareholders:
 
 
 
 
Basic (dollars per share)
$ (1.22)
$ 0.20 
$ (1.15)
$ 0.29 
Diluted (dollars per share)
$ (1.22)
$ 0.19 
$ (1.15)
$ 0.29 
Weighted average common shares outstanding:
 
 
 
 
Basic (shares)
45,955 
46,611 
46,285 
46,528 
Diluted (shares)
45,955 
47,558 
46,285 
47,634 
Condensed Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net (loss) income
$ (55,808)
$ 9,457 
$ (53,180)
$ 13,868 
Other comprehensive (loss) income, net of tax
 
 
 
 
Foreign currency translation adjustments, net of tax
(935)
315 
(623)
(90)
Fair value adjustment of derivatives, net of tax
(2)
(83)
(97)
(194)
Other comprehensive (loss) income, net of tax
(937)
232 
(720)
(284)
Comprehensive (loss) income
(56,745)
9,689 
(53,900)
13,584 
Comprehensive (loss) income attributable to noncontrolling interest
(116)
231 
(14)
207 
Comprehensive (loss) income attributable to ARC Document Solutions, Inc. shareholders
$ (56,629)
$ 9,458 
$ (53,886)
$ 13,377 
Condensed Consolidated Statements of Equity (USD $)
In Thousands, unless otherwise specified
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings (Deficit) [Member]
Accumulated Other Comprehensive Loss [Member]
Common Stock in Treasury [Member]
Noncontrolling Interest [Member]
Beginning Balance at Dec. 31, 2014
$ 109,838 
$ 47 
$ 110,650 
$ (7,353)
$ (161)
$ (408)
$ 7,063 
Beginning Balance, shares at Dec. 31, 2014
 
46,800 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
Stock-based compensation
2,275 
 
2,275 
 
 
 
 
Stock-based compensation, shares
 
131 
 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan
58 
 
58 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan, shares
 
 
 
 
 
 
Stock options exercised
561 
 
561 
 
 
 
 
Stock options exercised, shares
 
125 
 
 
 
 
 
Treasury shares
(204)
 
 
 
 
(204)
 
Treasury Stock, Shares
 
24 
 
 
 
 
 
Comprehensive income:
 
 
 
 
 
 
 
Net (loss) income
13,868 
 
 
13,693 
 
 
175 
Foreign currency translation adjustments, net of tax
(90)
 
 
 
(122)
 
32 
Fair value adjustment of derivatives, net of tax
(194)
 
 
 
(194)
 
 
Comprehensive (loss) income
13,584 
 
 
 
 
 
 
Ending Balance at Jun. 30, 2015
126,112 
47 
113,544 
6,340 
(477)
(612)
7,270 
Ending Balance, shares at Jun. 30, 2015
 
47,088 
 
 
 
 
 
Beginning Balance at Dec. 31, 2015
209,134 
47 
115,089 
89,687 
(2,097)
(612)
7,020 
Beginning Balance, shares at Dec. 31, 2015
47,130 
47,130 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
Stock-based compensation
1,423 
 
1,423 
 
 
 
 
Stock-based compensation, shares
 
229 
 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan
70 
 
70 
 
 
 
 
Issuance of common stock under Employee Stock Purchase Plan, shares
 
19 
 
 
 
 
 
Stock options exercised
30 
 
30 
 
 
 
 
Tax deficiency from stock based compensation
(118)
 
(118)
 
 
 
 
Stock options exercised, shares
 
12 
 
 
 
 
 
Treasury shares
(5,097)
 
 
 
 
(5,097)
 
Treasury Stock, Shares
1,382 
 
 
 
 
 
Comprehensive income:
 
 
 
 
 
 
 
Net (loss) income
(53,180)
 
 
(53,330)
 
 
150 
Foreign currency translation adjustments, net of tax
(623)
 
 
 
(459)
 
(164)
Fair value adjustment of derivatives, net of tax
(97)
 
 
 
(97)
 
 
Comprehensive (loss) income
(53,900)
 
 
 
 
 
 
Ending Balance at Jun. 30, 2016
$ 151,542 
$ 47 
$ 116,494 
$ 36,357 
$ (2,653)
$ (5,709)
$ 7,006 
Ending Balance, shares at Jun. 30, 2016
47,390 
47,390 
 
 
 
 
 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Cash flows from operating activities
 
 
 
 
Net (loss) income
$ (55,808)
$ 9,457 
$ (53,180)
$ 13,868 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Allowance for accounts receivable
249 
156 
320 
182 
Depreciation
6,658 
7,078 
13,335 
14,144 
Amortization of intangible assets
1,232 
1,442 
2,545 
2,931 
Amortization of deferred financing costs
115 
161 
233 
322 
Goodwill impairment
73,900 
73,920 
Stock-based compensation
651 
900 
1,423 
2,004 
Deferred income taxes
(10,066)
3,847 
(8,317)
6,023 
Deferred tax valuation allowance
(87)
(3,257)
(15)
(4,791)
Loss on extinguishment of debt
44 
97 
90 
97 
Other non-cash items, net
(119)
(110)
(453)
(284)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
(124)
(2,111)
(1,388)
(6,633)
Inventory
(1,199)
(1,765)
(2,767)
(2,858)
Prepaid expenses and other assets
(1,063)
(282)
(666)
1,717 
Accounts payable and accrued expenses
2,177 
1,230 
(3,197)
(4,570)
Net cash provided by operating activities
16,580 
16,864 
21,883 
22,152 
Cash flows from investing activities
 
 
 
 
Capital expenditures
(2,645)
(4,136)
(5,150)
(7,637)
Other
481 
93 
707 
248 
Net cash used in investing activities
(2,164)
(4,043)
(4,443)
(7,389)
Cash flows from financing activities
 
 
 
 
Proceeds from stock option exercises
19 
16 
30 
561 
Proceeds from issuance of common stock under Employee Stock Purchase Plan
31 
31 
70 
58 
Share repurchases
(2,364)
(204)
(5,097)
(204)
Contingent consideration on prior acquisitions
(302)
(367)
Early extinguishment of long-term debt
(4,600)
(7,250)
(9,000)
(7,250)
Payments on long-term debt agreements and capital leases
(3,220)
(6,713)
(6,341)
(12,780)
Net repayments under revolving credit facilities
(760)
(1,744)
Payment of deferred financing costs
(1)
(30)
(25)
Payment of hedge premium
(632)
Net cash used in financing activities
(10,436)
(14,881)
(20,735)
(22,016)
Effect of foreign currency translation on cash balances
(321)
(65)
(216)
53 
Net change in cash and cash equivalents
3,659 
(2,125)
(3,511)
(7,200)
Cash and cash equivalents at beginning of period
16,793 
17,561 
23,963 
22,636 
Cash and cash equivalents at end of period
20,452 
15,436 
20,452 
15,436 
Noncash investing and financing activities
 
 
 
 
Capital lease obligations incurred
5,742 
3,542 
8,607 
7,042 
Contingent liabilities in connection with acquisition of businesses
89 
Liabilities in connection with deferred financing fees
$ 76 
$ 0 
$ 76 
$ 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 provider to design, engineering, construction, and facilities management professionals, while also providing document solutions to businesses of all types. ARC offers a variety of services including: Construction Document Information Management ("CDIM"), Managed Print Services ("MPS"), and Archive and Information Management ("AIM"). 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 interim Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conformity with the requirements of the SEC. As permitted under those rules, certain footnotes or other financial information required by GAAP for complete financial statements have been condensed or omitted. In management’s opinion, the accompanying interim Condensed Consolidated Financial Statements presented reflect all adjustments of a normal and recurring nature that are necessary to fairly present the interim Condensed Consolidated Financial Statements. All material intercompany accounts and transactions have been eliminated in consolidation. The operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the interim Condensed 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 interim Condensed Consolidated Financial Statements.
These interim Condensed Consolidated Financial Statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s 2015 Form 10-K.
Recent Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the statement of operations when share-based awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows the Company to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on the Company's statement of cash flows, and provides an accounting policy election to account for forfeitures as they occur. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2016-09 on its condensed consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Codification (“ASC”) 842, Leases. The new guidance replaces the existing guidance in ASC 840, Leases. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. ASC 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of the adoption of ASC 842 on its consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. The new guidance requires that inventory be measured at the lower of cost or net realizable value and amends existing guidance which requires inventory be measured at the lower of cost or market. Replacing the concept of market with the single measurement of net realizable value is intended to create efficiencies for financial statement preparers. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2015-11 on its condensed consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), 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, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its condensed consolidated financial statements.
In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The new guidance amends Accounting Standards Codification ("ASC") 350-40, Intangibles - Goodwill and Other, Internal-Use Software, to provide guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. ASU 2015-05 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company adopted ASU 2015-05 on January 1, 2016. The adoption of ASU 2015-05 did not have a material impact to the Company's condensed consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of deferred financing fees in an entity's financial statements. Under the ASU, deferred financing fees are to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company adopted ASU 2015-03 as of January 1, 2016. In conjunction with the adoption of ASU 2015-03, the Company reclassified net deferred financing fees of $1.6 million at December 31, 2015 from an asset to a direct deduction from the related debt liability to conform to the current period presentation.
Segment Reporting
The provisions of ASC 280, Disclosures about Segments of an Enterprise and Related Information, 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 and 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 operates as a single reportable segment.
Net sales of the Company’s principal services and products were as follows:
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Service Sales
 
 
 
 
 
 
 
CDIM
$
54,860

 
$
58,835

 
$
108,525

 
$
113,477

MPS
34,055

 
37,134

 
67,286

 
73,011

AIM
3,666

 
3,367

 
7,405

 
6,173

Total service sales
92,581

 
99,336

 
183,216

 
192,661

Equipment and supplies sales
11,189

 
14,053

 
24,104

 
25,047

Total net sales
$
103,770

 
$
113,389

 
$
207,320

 
$
217,708


Risk and Uncertainties
The Company generates the majority of its revenue from sales of services and products to customers in the architectural, engineering, construction and building owner/operator (AEC/O) industry. As a result, the Company’s operating results and financial condition can be significantly affected by economic factors that influence the AEC/O 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/O 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 to 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.
Earnings Per Share
Earnings Per Share
Earnings per Share
The Company accounts for earnings per share in accordance with ASC 260, Earnings Per Share. Basic earnings per share is 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. For the three and six months ended June 30, 2016, stock options of 4.4 million common shares were excluded from the calculation of diluted net loss attributable to ARC per common share because they were anti-dilutive. For the three and six months ended June 30, 2015, stock options of 1.6 million and 0.5 million common shares, were excluded from the calculation of diluted net income attributable to ARC per common share because they were anti-dilutive. 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 three and six months ended June 30, 2016 and 2015:
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Weighted average common shares outstanding during the period—basic
45,955

 
46,611

 
46,285

 
46,528

Effect of dilutive stock options

 
947

 

 
1,106

Weighted average common shares outstanding during the period—diluted
45,955

 
47,558

 
46,285

 
47,634



Stock Repurchase Program
On February 8, 2016, the Company announced that the Company's Board of Directors had approved a stock repurchase program that authorizes the Company to purchase up to $15.0 million of the Company's outstanding common stock through December 31, 2017. Under the repurchase program, purchases of shares of common stock may be made from time to time in the open market, or in privately negotiated transactions, in compliance with applicable state and federal securities laws. The stock repurchase program does not obligate the company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time without prior notice. See Part II, Item 2., “Unregistered Sales of Equity Securities and Use of Proceeds” of this report for additional information on the stock repurchase program.
Goodwill and Other Intangibles Resulting from Business Acquisitions
Goodwill and Other Intangibles Resulting from Business Acquisitions
Goodwill and Other Intangibles Resulting from Business Acquisitions
Goodwill
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 June 30, 2016, the Company determined that there were sufficient indicators to trigger an interim goodwill impairment analysis. The indicators included, among other factors: (1) the underperformance against plan of the Company's reporting units, (2) a revision of the Company's forecasted future earnings, and (3) a decline in the Company's market capitalization in 2016. The Company’s analysis indicated that five of its eight reporting units, four in the United States and one in Canada, failed step one of the impairment analysis; however, step two of the analysis is not yet final due to the complexity and significant amount of work required to calculate the implied fair value of goodwill. The preliminary results of step two of the Company's goodwill impairment analysis indicate that the Company's goodwill is impaired by approximately $73.9 million. Accordingly, the Company recorded a pretax, non-cash charge for the three and six months ended June 30, 2016 to reduce the carrying value of goodwill by $73.9 million. This represents the Company's best estimate of its goodwill impairment as of June 30, 2016; however, it is possible that material adjustments to the Company's preliminary estimates may be required as the calculations are finalized.
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 second quarter of 2016, in connection with an operationally focused reorganization of certain of the Company's reporting units, one additional reporting unit was added. As such, the goodwill of the former reporting units affected was reassigned to the new reporting unit based on their relative fair values and represented less than one percent of the Company's goodwill balance at the time.
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 interim goodwill impairment test in 2016 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 2016, 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, 2015 through June 30, 2016 are summarized as follows:
 
 
Gross
Goodwill
 
Accumulated
Impairment
Loss
 
Net
Carrying
Amount
 
 
 
 
 
 
January 1, 2015
$
405,558

 
$
192,950

 
$
212,608

Additions

 

 

Goodwill impairment

 

 

December 31, 2015
405,558

 
192,950

 
212,608

Additions

 

 

Goodwill impairment

 
73,920

 
(73,920
)
June 30, 2016
$
405,558

 
$
266,870

 
$
138,688


See “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information regarding the process and assumptions used in the goodwill impairment analysis.
Long-lived Assets
The Company periodically assesses potential impairments of its long-lived assets in accordance with the provisions of ASC 360, Accounting for the Impairment or Disposal of Long-lived Assets . 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 the 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 assessed its long-lived assets for possible impairment as of June 30, 2016 and concluded that its long-lived assets were not impaired.
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 following table sets forth the Company’s other intangible assets resulting from business acquisitions as of June 30, 2016 and December 31, 2015 which continue to be amortized:
 
 
June 30, 2016
 
December 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Amortizable other intangible assets
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
99,298

 
$
84,159

 
$
15,139

 
$
99,050

 
$
81,572

 
$
17,478

Trade names and trademarks
20,314

 
19,873

 
441

 
20,329

 
19,861

 
468

 
$
119,612

 
$
104,032

 
$
15,580

 
$
119,379

 
$
101,433

 
$
17,946


Based on current information, estimated future amortization expense of amortizable intangible assets for the remainder of the 2016 fiscal year, each of the subsequent four fiscal years and thereafter are as follows:
 
2016 (excluding the six months ended June 30, 2016)
$
2,297

2017
4,274

2018
3,860

2019
3,139

2020
1,528

Thereafter
482

 
$
15,580

Income Taxes
Income Taxes
Income Taxes
On a quarterly basis, the Company estimates its effective tax rate for the full fiscal year and records a quarterly income tax provision based on the anticipated rate in conjunction with the recognition of any discrete items within the quarter.
The Company recorded income tax benefits of $10.0 million and $8.0 million in relation to pretax losses of $65.8 million and $61.2 million for the three and six months ended June 30, 2016, respectively, which resulted in an effective income tax rate of 15.2% and 13.1%, for the three and six months ended June 30, 2016, respectively. The Company's low effective income tax rate was primarily due to the $41.4 million goodwill impairment related to historical stock acquisitions which cannot be deducted for income tax purposes until the related stock is disposed of. The Company recorded an income tax provision of $0.8 million and $1.6 million in relation to pretax income of $10.3 million and $15.4 million for the three and six months ended June 30, 2015 which resulted in an effective income tax rate of 7.9% and 10.2%, respectively, which was primarily impacted by the amortization of tax goodwill in a deferred tax liability position given the Company had a valuation allowance against certain of its deferred tax assets.

In accordance with ASC 740-10, Income Taxes, the Company evaluates the need for deferred tax asset valuation allowances based on a more likely than not standard. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The Company considers the following possible sources of taxable income when assessing the realization of deferred tax assets:

Future reversals of existing taxable temporary differences;
Future taxable income exclusive of reversing temporary differences and carryforwards;
Taxable income in prior carryback years; and
Tax-planning strategies.

The assessment regarding whether a valuation allowance is required or should be adjusted also considers all available positive and negative evidence factors, including but not limited to:

Nature, frequency, and severity of recent losses;
Duration of statutory carryforward periods;
Historical experience with tax attributes expiring unused; and
Near- and medium-term financial outlook.

It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in recent years. The Company utilizes a rolling three years of actual and current year anticipated results as the primary measure of cumulative losses in recent years, excluding permanent differences. The evaluation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Company's financial statements or tax returns and future profitability. The Company's accounting for deferred tax consequences represents its best estimate of those future events. Changes in the Company's current estimates, due to unanticipated events or otherwise, could have a material effect on its financial condition and results of operations. At September 30, 2015 as a result of sustained profitability in the U.S. evidenced by three years of earnings and forecasted continuing profitability, the Company determined it was more likely than not that future earnings will be sufficient to realize certain of its deferred tax assets in the U.S. Accordingly the Company reversed most of its U.S. valuation allowance, resulting in non-cash income tax benefit of $80.7 million for the year ended December 31, 2015. The Company continues to carry a $1.3 million valuation allowance against certain deferred tax assets as of June 30, 2016.

Based on the Company’s current assessment based on the items noted above, the remaining net deferred tax assets as of June 30, 2016 are considered more likely than not to be realized. The valuation allowance of $1.3 million may be increased or reduced 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. The Company has income tax receivables of $9 thousand as of June 30, 2016 included in other current assets in its Condensed Consolidated Balance Sheet primarily related to income tax refunds for prior years.
Long-Term Debt
Long-Term Debt
Long-Term Debt
Long-term debt consists of the following:
 
 
 
June 30, 2016
 
December 31, 2015
Term A loan facility maturing 2019 net of deferred financing fees of $1,369 and $1,586; 2.65% and 2.50% interest rate at June 30, 2016 and December 31, 2015
 
$
132,631

 
$
141,414

Various capital leases; weighted average interest rate of 5.6% and 5.8% at June 30, 2016 and December 31, 2015; principal and interest payable monthly through May 2021
 
32,250

 
29,866

Various other notes payable with a weighted average interest rate of 10.7% and 8.5% at June 30, 2016 and December 31, 2015; principal and interest payable monthly through November 2019
 
41

 
112

 
 
164,922

 
171,392

Less current portion
 
(14,863
)
 
(14,374
)
 
 
$
150,059

 
$
157,018




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 Term A 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 $75.0 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 June 30, 2016, the Company's borrowing availability under the Term A Credit Agreement was $28.2 million, which was the maximum borrowing limit of $30.0 million reduced by outstanding letters of credit of $1.8 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%, 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 the 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 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 amended on June 24, 2016, the Company is required to maintain, as of the last day of each fiscal quarter, an amount not less than 1.15 to 1.00. On February 5, 2016, the Term A Credit Agreement was amended to exclude up to $15.0 million of stock repurchases from the calculation of the Company's Fixed Charge Coverage Ratio, provided that those stock repurchases are consummated in accordance with the other terms and conditions of the agreement.

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).
As of June 30, 2016, the Company has paid $41.0 million in aggregate principal on its $175.0 million Term Loan Credit Agreement, which was $14.8 million above the required payments from inception to date, of which $9.0 million was paid in the first six months of 2016. The $9.0 million early pay down of the term loan resulted in a loss on extinguishment of debt of $44 thousand and $90 thousand for the three and six months ended June 30, 2016.
Other Notes Payable
Includes notes payable collateralized by equipment previously purchased.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
Operating Leases. The Company has entered into various non-cancelable operating leases primarily related to facilities, equipment and vehicles used in the ordinary course of business.

Legal Proceedings. 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 settlement date, filed an action against the Company in the Superior Court of California for the County of Orange. The complaint alleged, 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 included 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. In the second quarter of 2016, the Company settled with the defendants and paid $1.0 million, which had been accrued as of December 31, 2015.

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.
Stock-Based Compensation
Stock-Based Compensation
Stock-Based Compensation
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. As of June 30, 2016, 1.5 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 six months ended June 30, 2016, the Company granted options to acquire a total of 528 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. During the six months ended June 30, 2016, the Company granted 130 thousand shares of restricted stock to certain key employees 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 granted stock options and restricted stock vest annually over three years from the grant date. In addition, the Company granted 14 thousand shares of restricted stock to each of the Company's seven 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.
The impact of stock-based compensation before income taxes on the interim Condensed Consolidated Statements of Operations was $0.7 million and $0.9 million for the three months ended June 30, 2016 and 2015, respectively.
The impact of stock-based compensation before income taxes on the interim Condensed Consolidated Statements of Operations was $1.4 million and $2.0 million for the six months ended June 30, 2016 and 2015, respectively.
As of June 30, 2016, total unrecognized compensation cost related to unvested stock-based payments totaled $4.2 million and is expected to be recognized over a weighted-average period of approximately 2.0 years.
Derivatives and Hedging Transactions
Derivatives and Hedging Transactions
Derivatives and Hedging Transactions

The Company uses derivative financial instruments to hedge its exposure to interest rate volatility related to its Term A Loan Facility. The Company does not use derivative financial instruments for speculative or trading purposes. Such derivatives are designated as cash flow hedges and accounted for under ASC 815, Derivatives and Hedging. Derivative instruments are recorded at fair value as either assets or liabilities in the interim condensed consolidated balance sheets. Changes in fair value of cash flow hedges that are designated as effective hedging instruments are deferred in equity as a component of accumulated other comprehensive loss ("AOCL"). Any ineffectiveness in such cash flow hedges is immediately recognized in earnings. Changes in the fair value of hedges that are not designated as effective hedging instruments are immediately recognized in earnings. Cash flows from the Company’s derivative instruments are classified in the condensed consolidated statements of cash flows in the same category as the items being hedged.

In January 2015, the Company entered into three one-year interest rate cap contracts to hedge against its exposure to interest rate volatility: (1) $80.0 million notional interest rate cap effective in 2015, (2) $65.0 million notional forward interest rate cap effective in 2016, and (3) $50.0 million notional forward interest rate cap effective in 2017. Over the next twelve months, the Company expects to reclassify $0.3 million from AOCL to interest expense.

The following table summarizes the fair value and classification on the Condensed Consolidated Balance Sheets of the Company's derivatives as of June 30, 2016 and December 31, 2015:
 
 
 
Fair Value
 
Balance Sheet Classification
 
June 30, 2016
 
December 31, 2015
Derivative designated as hedging instrument under ASC 815
 
 
 
 
 
Interest rate cap contracts - current portion
Other current assets
 
$
4

 
$
48

Interest rate cap contracts - long-term portion
Other assets
 
12

 
191

Total derivatives designated as hedging instruments
 
 
$
16

 
$
239




The following table summarizes the loss recognized in AOCL of derivatives, designated and qualifying as cash flow hedges for the three and six months ended June 30, 2016 and 2015:

 
 
Amount of Loss Recognized in AOCL on Derivative
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
 
2016
 
2015
 
2016
 
2015
Derivative in ASC 815 Cash Flow Hedging Relationship
 
 
 
 
 
 
 
 
Interest rate cap contracts
 
$
(2
)
 
$
(83
)
 
$
(97
)
 
$
(194
)


The following table summarizes the effect of the interest rate cap on the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2016 and 2015:

 
 
Amount of Gain or (Loss) Reclassified from AOCL into Income
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
 
2016

2015
 
2016
 
2015
 
 
Effective Portion
 
Ineffective Portion
 
Effective Portion
 
Ineffective Portion
 
Effective Portion
 
Ineffective Portion
 
Effective Portion
 
Ineffective Portion
Location of Loss Reclassified from AOCL into Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
$
43

 
$

 
$

 
$

 
$
64

 
$

 
$
1

 
$

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 nonrecurring basis in the condensed consolidated financial statements as of and for the six months ended June 30, 2016:

 
 
Significant Other Unobservable Inputs
 
 
June 30, 2016
 
 
Level 3
 
Total Losses
Nonrecurring Fair Value Measure
 
 
 
 
 
 
 
 
 
Goodwill
 
$
138,688

 
$
73,920

 
 
 
 
 

In accordance with ASC 350, goodwill was written down to its implied fair value of $138.7 million as of June 30, 2016, resulting in an impairment charge of $73.9 million during the six months ended June 30, 2016. See Note 3, “Goodwill and Other Intangibles Resulting from Business Acquisitions” for further information regarding the process of determining the implied fair value of goodwill and change in goodwill.

The following table summarizes the bases used to measure certain assets and liabilities at fair value on a recurring basis in the condensed consolidated financial statements as of and for the six months ended June 30, 2016 and as of and for the year ended December 31 2015:

 
 
 
Significant Other Unobservable Inputs
 
 
 
June 30, 2016
 
December 31, 2015
 
 
 
Level 2
 
Level 3
 
Total Losses
 
Level 2
 
Level 3
 
Total Losses
Recurring Fair Value Measure
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate cap contracts
 
$
16

 
$

 
$

 
$
239

 
$

 
$

 
Contingent purchase price consideration for acquired businesses
 
$

 
$
604

 
$

 
$

 
$
1,059

 
$



The Company determines the fair value of its interest rate cap contracts based on observable interest rate yield curves and represent the expected discounted cash flows underlying the financial instruments.
The Company recognizes liabilities for future earnout obligations on business acquisitions, or contingent purchase price consideration for acquired businesses, 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 June 30, 2016, 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 the three and six months ended June 30, 2016 and 2015:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Beginning balance
$
868

 
$
1,579

 
$
1,059

 
$
1,768

     Additions related to acquisitions

 

 
104

 

     Payments
(302
)
 
(116
)
 
(367
)
 
(142
)
     Adjustments included in earnings
27

 
(30
)
 
(195
)
 
(30
)
     Foreign currency translation adjustments
11

 
46

 
3

 
(117
)
Ending balance
$
604

 
$
1,479

 
$
604

 
$
1,479


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 Condensed Consolidated Balance Sheets were $5.3 million and $6.3 million as of June 30, 2016 and December 31, 2015, respectively, and are carried at cost and approximate fair value due to the relatively short period to maturity of these instruments.
Short and long-term debt: The carrying amount of the Company’s capital leases reported in the Condensed 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 Condensed Consolidated Balance Sheet as of June 30, 2016 for borrowings under its Term Loan Credit Agreement is $134.0 million, excluding unamortized deferred financing fees. The Company has determined, utilizing observable market quotes, that the fair value of borrowings under its Term Loan Credit Agreement is $134.0 million as of June 30, 2016.
Description of Business and Basis of Presentation (Policies)
Goodwill
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 June 30, 2016, the Company determined that there were sufficient indicators to trigger an interim goodwill impairment analysis. The indicators included, among other factors: (1) the underperformance against plan of the Company's reporting units, (2) a revision of the Company's forecasted future earnings, and (3) a decline in the Company's market capitalization in 2016. The Company’s analysis indicated that five of its eight reporting units, four in the United States and one in Canada, failed step one of the impairment analysis; however, step two of the analysis is not yet final due to the complexity and significant amount of work required to calculate the implied fair value of goodwill. The preliminary results of step two of the Company's goodwill impairment analysis indicate that the Company's goodwill is impaired by approximately $73.9 million. Accordingly, the Company recorded a pretax, non-cash charge for the three and six months ended June 30, 2016 to reduce the carrying value of goodwill by $73.9 million. This represents the Company's best estimate of its goodwill impairment as of June 30, 2016; however, it is possible that material adjustments to the Company's preliminary estimates may be required as the calculations are finalized.
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 second quarter of 2016, in connection with an operationally focused reorganization of certain of the Company's reporting units, one additional reporting unit was added. As such, the goodwill of the former reporting units affected was reassigned to the new reporting unit based on their relative fair values and represented less than one percent of the Company's goodwill balance at the time.
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 interim goodwill impairment test in 2016 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 2016, 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.
Goodwill
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 June 30, 2016, the Company determined that there were sufficient indicators to trigger an interim goodwill impairment analysis. The indicators included, among other factors: (1) the underperformance against plan of the Company's reporting units, (2) a revision of the Company's forecasted future earnings, and (3) a decline in the Company's market capitalization in 2016. The Company’s analysis indicated that five of its eight reporting units, four in the United States and one in Canada, failed step one of the impairment analysis; however, step two of the analysis is not yet final due to the complexity and significant amount of work required to calculate the implied fair value of goodwill. The preliminary results of step two of the Company's goodwill impairment analysis indicate that the Company's goodwill is impaired by approximately $73.9 million. Accordingly, the Company recorded a pretax, non-cash charge for the three and six months ended June 30, 2016 to reduce the carrying value of goodwill by $73.9 million. This represents the Company's best estimate of its goodwill impairment as of June 30, 2016; however, it is possible that material adjustments to the Company's preliminary estimates may be required as the calculations are finalized.
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 second quarter of 2016, in connection with an operationally focused reorganization of certain of the Company's reporting units, one additional reporting unit was added. As such, the goodwill of the former reporting units affected was reassigned to the new reporting unit based on their relative fair values and represented less than one percent of the Company's goodwill balance at the time.
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 interim goodwill impairment test in 2016 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 2016, 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.
Earnings per Share
The Company accounts for earnings per share in accordance with ASC 260, Earnings Per Share. Basic earnings per share is 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. For the three and six months ended June 30, 2016, stock options of 4.4 million common shares were excluded from the calculation of diluted net loss attributable to ARC per common share because they were anti-dilutive. For the three and six months ended June 30, 2015, stock options of 1.6 million and 0.5 million common shares, were excluded from the calculation of diluted net income attributable to ARC per common share because they were anti-dilutive.
Basis of Presentation
The accompanying interim Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conformity with the requirements of the SEC. As permitted under those rules, certain footnotes or other financial information required by GAAP for complete financial statements have been condensed or omitted. In management’s opinion, the accompanying interim Condensed Consolidated Financial Statements presented reflect all adjustments of a normal and recurring nature that are necessary to fairly present the interim Condensed Consolidated Financial Statements. All material intercompany accounts and transactions have been eliminated in consolidation. The operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the interim Condensed 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 interim Condensed Consolidated Financial Statements.
These interim Condensed Consolidated Financial Statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s 2015 Form 10-K.
Recent Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the statement of operations when share-based awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows the Company to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on the Company's statement of cash flows, and provides an accounting policy election to account for forfeitures as they occur. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2016-09 on its condensed consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Codification (“ASC”) 842, Leases. The new guidance replaces the existing guidance in ASC 840, Leases. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. ASC 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of the adoption of ASC 842 on its consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. The new guidance requires that inventory be measured at the lower of cost or net realizable value and amends existing guidance which requires inventory be measured at the lower of cost or market. Replacing the concept of market with the single measurement of net realizable value is intended to create efficiencies for financial statement preparers. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2015-11 on its condensed consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), 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, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its condensed consolidated financial statements.
In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The new guidance amends Accounting Standards Codification ("ASC") 350-40, Intangibles - Goodwill and Other, Internal-Use Software, to provide guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. ASU 2015-05 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company adopted ASU 2015-05 on January 1, 2016. The adoption of ASU 2015-05 did not have a material impact to the Company's condensed consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of deferred financing fees in an entity's financial statements. Under the ASU, deferred financing fees are to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company adopted ASU 2015-03 as of January 1, 2016. In conjunction with the adoption of ASU 2015-03, the Company reclassified net deferred financing fees of $1.6 million at December 31, 2015 from an asset to a direct deduction from the related debt liability to conform to the current period presentation.
Segment Reporting
The provisions of ASC 280, Disclosures about Segments of an Enterprise and Related Information, 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 and 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 operates as a single reportable segment.
Risk and Uncertainties
The Company generates the majority of its revenue from sales of services and products to customers in the architectural, engineering, construction and building owner/operator (AEC/O) industry. As a result, the Company’s operating results and financial condition can be significantly affected by economic factors that influence the AEC/O 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/O 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 to 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.
Long-lived Assets
The Company periodically assesses potential impairments of its long-lived assets in accordance with the provisions of ASC 360, Accounting for the Impairment or Disposal of Long-lived Assets . 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 the 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 assessed its long-lived assets for possible impairment as of June 30, 2016 and concluded that its long-lived assets were not impaired.
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 following table sets forth the Company’s other intangible assets resulting from business acquisitions as of June 30, 2016 and December 31, 2015 which continue to be amortized:
Description of Business and Basis of Presentation (Tables)
Net Sales of Principal Services and Products
Net sales of the Company’s principal services and products were as follows:
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Service Sales
 
 
 
 
 
 
 
CDIM
$
54,860

 
$
58,835

 
$
108,525

 
$
113,477

MPS
34,055

 
37,134

 
67,286

 
73,011

AIM
3,666

 
3,367

 
7,405

 
6,173

Total service sales
92,581

 
99,336

 
183,216

 
192,661

Equipment and supplies sales
11,189

 
14,053

 
24,104

 
25,047

Total net sales
$
103,770

 
$
113,389

 
$
207,320

 
$
217,708


Earnings Per Share (Tables)
Basic and Diluted Earnings Per Share
Basic and diluted weighted average common shares outstanding were calculated as follows for the three and six months ended June 30, 2016 and 2015:
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Weighted average common shares outstanding during the period—basic
45,955

 
46,611

 
46,285

 
46,528

Effect of dilutive stock options

 
947

 

 
1,106

Weighted average common shares outstanding during the period—diluted
45,955

 
47,558

 
46,285

 
47,634

Goodwill and Other Intangibles Resulting from Business Acquisitions (Tables)
The changes in the carrying amount of goodwill from January 1, 2015 through June 30, 2016 are summarized as follows:
 
 
Gross
Goodwill
 
Accumulated
Impairment
Loss
 
Net
Carrying
Amount
 
 
 
 
 
 
January 1, 2015
$
405,558

 
$
192,950

 
$
212,608

Additions

 

 

Goodwill impairment

 

 

December 31, 2015
405,558

 
192,950

 
212,608

Additions

 

 

Goodwill impairment

 
73,920

 
(73,920
)
June 30, 2016
$
405,558

 
$
266,870

 
$
138,688

The following table sets forth the Company’s other intangible assets resulting from business acquisitions as of June 30, 2016 and December 31, 2015 which continue to be amortized:
 
 
June 30, 2016
 
December 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Amortizable other intangible assets
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
99,298

 
$
84,159

 
$
15,139

 
$
99,050

 
$
81,572

 
$
17,478

Trade names and trademarks
20,314

 
19,873

 
441

 
20,329

 
19,861

 
468

 
$
119,612

 
$
104,032

 
$
15,580

 
$
119,379

 
$
101,433

 
$
17,946

Based on current information, estimated future amortization expense of amortizable intangible assets for the remainder of the 2016 fiscal year, each of the subsequent four fiscal years and thereafter are as follows:
 
2016 (excluding the six months ended June 30, 2016)
$
2,297

2017
4,274

2018
3,860

2019
3,139

2020
1,528

Thereafter
482

 
$
15,580

Long-Term Debt (Tables)
Long-Term Debt
Long-term debt consists of the following:
 
 
 
June 30, 2016
 
December 31, 2015
Term A loan facility maturing 2019 net of deferred financing fees of $1,369 and $1,586; 2.65% and 2.50% interest rate at June 30, 2016 and December 31, 2015
 
$
132,631

 
$
141,414

Various capital leases; weighted average interest rate of 5.6% and 5.8% at June 30, 2016 and December 31, 2015; principal and interest payable monthly through May 2021
 
32,250

 
29,866

Various other notes payable with a weighted average interest rate of 10.7% and 8.5% at June 30, 2016 and December 31, 2015; principal and interest payable monthly through November 2019
 
41

 
112

 
 
164,922

 
171,392

Less current portion
 
(14,863
)
 
(14,374
)
 
 
$
150,059

 
$
157,018

Derivatives and Hedging Transactions (Tables)
The following table summarizes the fair value and classification on the Condensed Consolidated Balance Sheets of the Company's derivatives as of June 30, 2016 and December 31, 2015:
 
 
 
Fair Value
 
Balance Sheet Classification
 
June 30, 2016
 
December 31, 2015
Derivative designated as hedging instrument under ASC 815
 
 
 
 
 
Interest rate cap contracts - current portion
Other current assets
 
$
4

 
$
48

Interest rate cap contracts - long-term portion
Other assets
 
12

 
191

Total derivatives designated as hedging instruments
 
 
$
16

 
$
239

The following table summarizes the loss recognized in AOCL of derivatives, designated and qualifying as cash flow hedges for the three and six months ended June 30, 2016 and 2015:

 
 
Amount of Loss Recognized in AOCL on Derivative
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
 
2016
 
2015
 
2016
 
2015
Derivative in ASC 815 Cash Flow Hedging Relationship
 
 
 
 
 
 
 
 
Interest rate cap contracts
 
$
(2
)
 
$
(83
)
 
$
(97
)
 
$
(194
)
The following table summarizes the effect of the interest rate cap on the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2016 and 2015:

 
 
Amount of Gain or (Loss) Reclassified from AOCL into Income
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
 
2016

2015
 
2016
 
2015
 
 
Effective Portion
 
Ineffective Portion
 
Effective Portion
 
Ineffective Portion
 
Effective Portion
 
Ineffective Portion
 
Effective Portion
 
Ineffective Portion
Location of Loss Reclassified from AOCL into Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
$
43

 
$

 
$

 
$

 
$
64

 
$

 
$
1

 
$

Fair Value Measurements Tables (Tables)
The following table summarizes the bases used to measure certain assets and liabilities at fair value on a nonrecurring basis in the condensed consolidated financial statements as of and for the six months ended June 30, 2016:

 
 
Significant Other Unobservable Inputs
 
 
June 30, 2016
 
 
Level 3
 
Total Losses
Nonrecurring Fair Value Measure
 
 
 
 
 
 
 
 
 
Goodwill
 
$
138,688

 
$
73,920

 
 
 
 
 
The following table summarizes the bases used to measure certain assets and liabilities at fair value on a recurring basis in the condensed consolidated financial statements as of and for the six months ended June 30, 2016 and as of and for the year ended December 31 2015:

 
 
 
Significant Other Unobservable Inputs
 
 
 
June 30, 2016
 
December 31, 2015
 
 
 
Level 2
 
Level 3
 
Total Losses
 
Level 2
 
Level 3
 
Total Losses
Recurring Fair Value Measure
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate cap contracts
 
$
16

 
$

 
$

 
$
239

 
$

 
$

 
Contingent purchase price consideration for acquired businesses
 
$

 
$
604

 
$

 
$

 
$
1,059

 
$

The following table presents the change in the Level 3 contingent purchase price consideration liability for the three and six months ended June 30, 2016 and 2015:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Beginning balance
$
868

 
$
1,579

 
$
1,059

 
$
1,768

     Additions related to acquisitions

 

 
104

 

     Payments
(302
)
 
(116
)
 
(367
)
 
(142
)
     Adjustments included in earnings
27

 
(30
)
 
(195
)
 
(30
)
     Foreign currency translation adjustments
11

 
46

 
3

 
(117
)
Ending balance
$
604

 
$
1,479

 
$
604

 
$
1,479


Description of Business and Basis of Presentation - Net Sales of Principal Services and Products (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
CDIM [Member]
Jun. 30, 2015
CDIM [Member]
Jun. 30, 2016
CDIM [Member]
Jun. 30, 2015
CDIM [Member]
Jun. 30, 2016
MPS [Member]
Jun. 30, 2015
MPS [Member]
Jun. 30, 2016
MPS [Member]
Jun. 30, 2015
MPS [Member]
Jun. 30, 2016
AIM [Member]
Jun. 30, 2015
AIM [Member]
Jun. 30, 2016
AIM [Member]
Jun. 30, 2015
AIM [Member]
Dec. 31, 2015
Accounting Standards Update 2015-03 [Member]
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred finance costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,600 
Service Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service sales
92,581 
99,336 
183,216 
192,661 
54,860 
58,835 
108,525 
113,477 
34,055 
37,134 
67,286 
73,011 
3,666 
3,367 
7,405 
6,173 
 
Equipment and supplies sales
11,189 
14,053 
24,104 
25,047 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total net sales
$ 103,770 
$ 113,389 
$ 207,320 
$ 217,708 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share - Additional Information (Detail) (USD $)
Share data in Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Feb. 5, 2016
Feb. 8, 2016
Common Stock [Member]
Class of Stock [Line Items]
 
 
 
 
 
 
Common stock options excluded for anti-dilutive (in shares)
4.4 
1.6 
4.4 
0.5 
 
 
Stock repurchase program, authorized amount
 
 
 
 
$ 15,000,000 
$ 15,000,000 
Earnings Per Share - Basic and Diluted Earnings Per Share (Detail)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Earnings Per Share [Abstract]
 
 
 
 
Weighted average common shares outstanding during the period—basic (in shares)
45,955 
46,611 
46,285 
46,528 
Effect of dilutive stock options (in shares)
947 
1,106 
Weighted average common shares outstanding during the period—diluted (in shares)
45,955 
47,558 
46,285 
47,634 
Goodwill and Other Intangibles Resulting from Business Acquisitions - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Unit
Jun. 30, 2015
Dec. 31, 2015
Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
Reporting units with impaired goodwill
 
 
 
 
 
Number of reporting units
 
 
 
 
 
Goodwill impairment
$ 73,900 
$ 0 
$ 73,920 
$ 0 
$ 0 
 
Goodwill, impairment
$ 266,870 
 
$ 266,870 
 
$ 192,950 
$ 192,950 
Customer Relationships [Member]
 
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
Estimated period for amortization
 
 
13 years 
 
 
 
UNITED STATES
 
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
Reporting units with impaired goodwill
 
 
 
 
 
CANADA
 
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
Reporting units with impaired goodwill
 
 
 
 
 
Goodwill and Other Intangibles Resulting from Business Acquisitions - Other Intangible Assets Resulting from Business Acquisitions (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Carrying Amount
$ 119,612 
$ 119,379 
Accumulated Amortization
104,032 
101,433 
Net Carrying Amount
15,580 
17,946 
Customer Relationships [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Carrying Amount
99,298 
99,050 
Accumulated Amortization
84,159 
81,572 
Net Carrying Amount
15,139 
17,478 
Trade Names and Trademarks [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Carrying Amount
20,314 
20,329 
Accumulated Amortization
19,873 
19,861 
Net Carrying Amount
$ 441 
$ 468 
Goodwill and Other Intangibles Resulting from Business Acquisitions Goodwill and Other Intangibles Resulting from Business Acquisitions - Schedule of Goodwill (Detail) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Goodwill [Roll Forward]
 
 
 
 
 
Gross Goodwill
 
 
$ 405,558 
$ 405,558 
$ 405,558 
Accumulated Impairment Loss
 
 
192,950 
192,950 
192,950 
Net Carrying Amount
 
 
212,608 
212,608 
212,608 
Additions
 
 
 
Goodwill impairment
(73,900)
(73,920)
Gross Goodwill
405,558 
 
405,558 
 
405,558 
Accumulated Impairment Loss
266,870 
 
266,870 
 
192,950 
Net Carrying Amount
$ 138,688 
 
$ 138,688 
 
$ 212,608 
Goodwill and Other Intangibles Resulting from Business Acquisitions - Estimated Future Amortization Expense of Amortizable Intangible Assets (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
2016 (excluding the six months ended June 30, 2016)
$ 2,297 
 
2017
4,274 
 
2018
3,860 
 
2019
3,139 
 
2020
1,528 
 
Thereafter
482 
 
Net Carrying Amount
$ 15,580 
$ 17,946 
Income Taxes - Additional Information (Detail) (USD $)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Income Tax Disclosure [Abstract]
 
 
 
 
 
Income tax (benefit) provision
$ (10,000,000)
$ 811,000 
$ (8,000,000)
$ 1,600,000 
 
Pretax gain amount
(65,800,000)
10,268,000 
(61,226,000)
15,400,000 
 
Effective income tax rate reconciliation, percent
15.20% 
7.90% 
13.10% 
10.20% 
 
Temporary tax asset, goodwill impairment
41,400,000 
 
41,400,000 
 
 
Deferred tax valuation allowance
(87,000)
(3,257,000)
(15,000)
(4,791,000)
80,700,000 
Valuation allowance
1,300,000 
 
1,300,000 
 
 
Income tax receivables
$ 9,000 
 
$ 9,000 
 
 
Long-Term Debt - Long-Term Debt (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Debt Instrument [Line Items]
 
 
Long-term Debt and Capital Lease Obligations, Including Current Maturities
$ 164,922 
$ 171,392 
Current portion of long-term debt and capital leases
(14,863)
(14,374)
Long-term debt and capital leases
150,059 
157,018 
Capital Lease Obligations [Member]
 
 
Debt Instrument [Line Items]
 
 
Capital Lease Obligations
32,250 
29,866 
Weighted average interest rate
5.60% 
5.80% 
Notes Payable, Other Payables [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term Debt
41 
112 
Weighted average interest rate
10.70% 
8.50% 
Term A Loan Facility [Member] |
Line of Credit [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term Debt
132,631 
141,414 
Interest rate, effective percentage
2.65% 
2.50% 
Deferred Financing Fees
$ 1,369 
$ 1,586 
Long-Term Debt Narrative (Details) (USD $)
3 Months Ended 6 Months Ended 6 Months Ended 16 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Feb. 5, 2016
Jun. 30, 2016
Line of Credit [Member]
Term A Loan Facility [Member]
Mar. 31, 2016
Line of Credit [Member]
Term A Loan Facility [Member]
Nov. 20, 2014
Line of Credit [Member]
Term A Loan Facility [Member]
Jun. 30, 2016
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility [Member]
Nov. 20, 2014
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility [Member]
Nov. 20, 2014
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
Nov. 20, 2014
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
Nov. 20, 2014
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
London Interbank Offered Rate (LIBOR) [Member]
Nov. 20, 2014
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
Federal Funds Effective Swap Rate [Member]
Jun. 30, 2016
Revolving Credit Facility [Member]
Letter of Credit [Member]
Term A Loan Facility [Member]
Nov. 20, 2014
Minimum [Member]
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
London Interbank Offered Rate (LIBOR) [Member]
Nov. 20, 2014
Minimum [Member]
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
Prime Rate [Member]
Nov. 20, 2014
Maximum [Member]
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
London Interbank Offered Rate (LIBOR) [Member]
Nov. 20, 2014
Maximum [Member]
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
Prime Rate [Member]
Nov. 20, 2014
Fiscal Quarter, Through September 30, 2016 [Member]
Revolving Credit Facility [Member]
Line of Credit [Member]
Term A Loan Facility Agreement [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, maximum borrowing capacity
 
 
 
 
 
 
 
$ 175,000,000.0 
$ 30,000,000.0 
$ 30,000,000.0 
 
 
 
 
$ 1,800,000 
 
 
 
 
 
Line of credit facility, agreement terms, amount that can be requested as incremental commitments
 
 
 
 
 
 
 
 
 
 
 
75,000,000.0 
 
 
 
 
 
 
 
 
Long-term line of credit
 
 
 
 
 
 
 
 
28,200,000 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
0.50% 
 
1.50%