0001305168-18-000019.txt : 20180227 0001305168-18-000019.hdr.sgml : 20180227 20180227160838 ACCESSION NUMBER: 0001305168-18-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180227 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180227 DATE AS OF CHANGE: 20180227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARC DOCUMENT SOLUTIONS, INC. CENTRAL INDEX KEY: 0001305168 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330] IRS NUMBER: 201700361 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32407 FILM NUMBER: 18645139 BUSINESS ADDRESS: STREET 1: 1981 N BROADWAY STREET 2: SUITE 385 CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: 925-949-5100 MAIL ADDRESS: STREET 1: 1981 N BROADWAY STREET 2: SUITE 385 CITY: WALNUT CREEK STATE: CA ZIP: 94596 FORMER COMPANY: FORMER CONFORMED NAME: American Reprographics CO DATE OF NAME CHANGE: 20041005 8-K 1 a8k12312017er.htm 8-K Document


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

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 27, 2018
(Date of earliest event reported)
 
ARC Document Solutions, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
001-32407
(Commission File Number)
20-1700361
(IRS Employer
Identification Number)
 
1981 N. Broadway, Walnut Creek, CA
(Address of principal executive offices)
 
94596
(Zip Code)
(925) 949-5100
(Registrant's telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if changed since last report)


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

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

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

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






Item 2.02. Results of Operations and Financial Condition

Fourth Quarter and Full Year 2017 Financial Results

Item 9.01. Financial Statements and Exhibits

(d) Exhibits






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

Dated: February 27, 2018
ARC DOCUMENT SOLUTIONS, INC.
By:  /s/ Jorge Avalos                    
     Jorge Avalos
     Chief Financial Officer








EX-99.1 2 a12312017erexhibit991.htm EXHIBIT 99.1 Exhibit


ARC Document Solutions Reports Results for Fourth Quarter and Full Year 2017
WALNUT CREEK, CA – (February 27, 2018) – ARC Document Solutions, Inc. (NYSE: ARC), a leading document solutions provider to design, engineering, construction, and facilities management professionals, today reported its financial results for the fourth quarter and full year ended December 31, 2017.

Financial Highlights:
 
 
 
 
 
Three Months Ended
Twelve Months Ended
 
December 31,
December 31,
(All dollar amounts in millions, except EPS)
2017
2016
2017
2016
Net Sales
$
97.1

$
98.6

$
394.6

$
406.3

Gross Margin
30.3
%
30.8
%
31.4
%
32.8
%
Net (loss) income attributable to ARC
$
(12.2
)
$
2.6

$
(21.5
)
$
(47.9
)
Adjusted net income attributable to ARC
$
0.9

$
2.6

$
6.8

$
13.1

(Loss) earnings per share - Diluted

$
(0.27
)
$
0.06

$
(0.47
)
$
(1.04
)
Adjusted earnings per share - Diluted

$
0.02

$
0.06

$
0.15

$
0.28

Cash provided by operating activities
$
15.6

$
19.1

$
52.4

$
53.1

EBITDA
$
11.3

$
13.6

$
33.2

$
(14.5
)
Adjusted EBITDA
$
12.0

$
14.3

$
54.0

$
62.3

Capital Expenditures
$
(1.9
)
$
(4.5
)
$
(9.1
)
$
(12.1
)
Debt & Capital Leases (including current), net of unamortized deferred financing fees

 
 
$
144.4

$
157.2

Management Commentary
"At the end of 2017, ARC was more than half way through the transition we announced in 2016. While we still have our work cut out for us, we’ve made significant progress in protecting our print revenues while driving interest and growth in our technology offerings," said K. "Suri" Suriyakumar, Chairman, President and CEO of ARC Document Solutions. "In the fourth quarter, CDIM declined just one percent year-over-year, and MPS sales were flat for the same period. Both were welcome improvements, and gave us reason to believe that we can counter the negative sales trends in print for the foreseeable future with aggressive measures to gain market share."

"Meanwhile, there has been significant interest and adoption in our facilities management solution. As we announced earlier this month, Facilities Executive magazine readers voted us the best provider in the ‘Facility Software/Reporting Tools’ category for our mobile facilities dashboards in their 25th annual Readers’ Choice Award Program," said Mr. Suriyakumar. "It is tremendously exciting to disrupt such a huge market, but progress toward a purchasing decision consistently requires more education and time than we anticipated."

"While the remaining steps of our transition continue to present both challenges and opportunities, it is critical that we manage through them with a solid financial foundation. That’s exactly what we delivered in 2017," Mr. Suriyakumar continued. "Our performance in 2017 was characterized by the strength of our cash flows. We paid down more than $20 million of our senior debt to maintain the strength of our capital structure; we bought back $3.4 million worth of our own stock in the fourth quarter; and we ended the year with $28 million in cash on the balance sheet. It’s an indication of the continuing health of the Company and the base from which we can build in 2018."

Management anticipates its 2018 diluted annual adjusted earnings per share to be in the range of $0.10 to $0.16; annual cash provided by operating activities is projected to be in the range of $44 million to $50 million; and annual adjusted EBITDA is forecast to be in the range of $48 million to $54 million.

"We believe the investments we’ve made in both print and technology will fuel our progress in the coming quarters," Mr. Suriyakumar added. "As we continue to preserve our print revenue and capture more facilities business toward the latter part of 2018, we anticipate these sales will begin to offset the shrinkage in print volumes we’ve experienced over the past several years. While our forecast for 2018 is conservative, we expect the progress of our transition to be evident."










2017 Fourth Quarter Supplemental Information:
Net sales were $97.1 million, a 1.5% decrease compared to the fourth quarter of 2016.

Days sales outstanding in Q4 2017 were 53, compared to 55 days in Q4 2016.

Architectural, engineering, construction and building owner/operators (AEC/O) customers comprised approximately 78% of our total net sales, while customers outside of construction made up approximately 22% of our total net sales.

Total number of MPS locations at the end of the fourth quarter has grown to approximately 10,100, a net gain of approximately 700 locations over Q4 2016.

Adjusted EBITDA excludes loss on extinguishment and modification of debt, goodwill impairment, stock-based compensation expense, and restructuring expense.


Sales from Services and Product Lines as a Percentage of Net Sales
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
December 31,
 
December 31,
Services and Product Line
2017
2016
 
2017
2016
CDIM
51.6
%
51.5
%
 
52.0
%
52.3
%
MPS
32.7
%
32.2
%
 
32.8
%
32.4
%
AIM
3.1
%
3.5
%
 
3.2
%
3.5
%
Equipment and supplies sales
12.6
%
12.8
%
 
12.0
%
11.8
%
Outlook
ARC Document Solutions anticipates 2018 fully-diluted annual adjusted earnings per share to be in the range of $0.10 to $0.16; 2018 annual cash provided by operating activities is projected to be in the range of $44 million to $50 million; and 2018 annual adjusted EBITDA is forecast to be in the range of $48 million to $54 million.
CEO Employment Agreement Amended
On February 22, 2018, ARC Document Solutions, Inc. entered into an amended and restated executive employment agreement with the Company’s Chief Executive Officer and President, Kumarakulasingam Suriyakumar, effective as of February 9, 2018. The Employment Agreement was amended to modify the terms under which Mr. Suriyakumar would be eligible to receive an annual incentive bonus. Mr. Suriyakumar’s annual incentive bonus will be based on performance measures established by the Company’s Compensation Committee within the first ninety days of the calendar year. The annual incentive bonus will not exceed 100% of Mr. Suriyakumar’s annual base salary, if the performance targets are attained (but not exceeded), and will have a maximum potential payment of 150% of his annual base salary, if the performance targets are exceeded. He will only be entitled to an annual incentive bonus if he remains continuously employed through the last day of the fiscal year to which the bonus relates. At the Compensation Committee’s election, the incentive bonus may be paid in cash, shares of the Company’s common stock or a mix of cash and stock. To the extent the incentive bonus is paid in shares of the Company’s common stock, the shares will vest in annual installments over three years, unless the Committee determines otherwise, subject to Mr. Suriyakumar’s continued employment through the applicable vesting date.
In addition, the Employment Agreement lowers Mr. Suriyakumar’s annual base salary from $950,000 to $800,000. The remaining terms and conditions of the Employment Agreement remain the same.
Teleconference and Webcast
ARC Document Solutions will hold a conference call with investors and analysts on Tuesday, February 27, 2018, at 2 P.M. Pacific Time (5 P.M. Eastern Time) to discuss results for the Company's 2017 fourth quarter and fiscal year. To access the live audio call, dial 800-263-0877. International callers may join the conference by dialing 323-794-2094. The conference ID number is 2301326. A live webcast will also be made available on the investor relations page of ARC Document Solution's website at ir.e-arc.com. The webcast of the call will be available at www.e-arc.com for approximately 90 days following the call's conclusion.
About ARC Document Solutions (NYSE: ARC)





ARC Document Solutions distributes Documents and Information to facilitate communication for design, engineering and construction professionals, real estate managers and developers, facilities owners, and a variety of similar disciplines. The Company provides cloud and mobile solutions, professional services, and hardware to help its customers around the world reduce costs and increase efficiency, improve information access and control, and communicate faster, easier, and better. Follow ARC at www.e-arc.com.
Forward-Looking Statements
This press release contains forward-looking statements that are based on current opinions, estimates and assumptions of management regarding future events and the future financial performance of the Company. Words and phrases such as "believe", "foreseeable future", "indication", "continuing health", "forecast", "progress in the coming quarters", "anticipate", and similar expressions identify forward-looking statements and all statements other than statements of historical fact, including, but not limited to, any projections regarding earnings, revenues and financial performance of the Company, could be deemed forward-looking statements. We caution you that such statements are only predictions and are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. In addition to matters affecting the construction, managed print services, document management or reprographics industries, or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the caption entitled "Risk Factors" in Item 1A in ARC Document Solution's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.


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







ARC Document Solutions, Inc.
 
 
Consolidated Balance Sheets
 
 
(In thousands, except per share data)
 
 
(Unaudited)
 
 
 
December 31,
December 31,
Current assets:
2017
2016
Cash and cash equivalents
$
28,059

$
25,239

Accounts receivable, net of allowances for accounts receivable of $2,341 and $2,060
57,011

59,735

Inventories, net
19,937

18,184

Prepaid expenses
4,208

3,861

Other current assets
5,266

4,785

Total current assets
114,481

111,804

Property and equipment, net of accumulated depreciation of $198,693 and $201,192
64,245

60,735

Goodwill
121,051

138,688

Other intangible assets, net
9,068

13,202

Deferred income taxes
28,029

42,667

Other assets
2,551

2,185

Total assets
$
339,425

$
369,281

Current liabilities:
 
 
Accounts payable
$
24,289

$
24,782

Accrued payroll and payroll-related expenses
12,617

12,219

Accrued expenses
17,201

16,138

Current portion of long-term debt and capital leases
20,791

13,773

Total current liabilities
74,898

66,912

Long-term debt and capital leases
123,626

143,400

Other long-term liabilities
3,290

2,148

Total liabilities
201,814

212,460

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


Common stock, $0.001 par value, 150,000 shares authorized; 47,913 and 47,428 shares issued and 45,266 and 45,988 shares outstanding
48

47

Additional paid-in capital
120,953

117,749

Retained earnings
20,524

41,822

Accumulated other comprehensive loss
(1,998
)
(3,793
)
 
139,527

155,825

Less cost of common stock in treasury, 2,647 and 1,440 shares
9,290

5,909

Total ARC Document Solutions, Inc. stockholders’ equity
130,237

149,916

Noncontrolling interest
7,374

6,905

Total equity
137,611

156,821

Total liabilities and equity
$
339,425

$
369,281






ARC Document Solutions, Inc.
 
 
 
 
Consolidated Statements of Operations
 
 
 
 
(In thousands, except per share data)
 
 
 
 
(Unaudited)
Three Months Ended
Twelve Months Ended
 
December 31,
December 31,
 
2017
2016
2017
2016
Service sales
$
84,867

$
85,947

$
347,326

$
358,341

Equipment and supplies sales
12,243

12,611

47,253

47,980

Total net sales
97,110

98,558

394,579

406,321

Cost of sales
67,638

68,174

270,556

273,078

Gross profit
29,472

30,384

124,023

133,243

Selling, general and administrative expenses
25,349

23,462

101,889

100,214

Amortization of intangible assets
1,030

1,128

4,280

4,833

Goodwill impairment


17,637

73,920

Restructuring expense



7

Income (loss) from operations
3,093

5,794

217

(45,731
)
Other income, net
(21
)
(18
)
(81
)
(72
)
Loss on extinguishment and modification of debt

52

230

208

Interest expense, net
1,500

1,461

6,179

5,996

Income (loss) before income tax provision (benefit)
1,614

4,299

(6,111
)
(51,863
)
Income tax provision (benefit)
13,670

1,520

15,244

(4,364
)
Net (loss) income
(12,056
)
2,779

(21,355
)
(47,499
)
Income attributable to noncontrolling interest
(101
)
(155
)
(156
)
(366
)
Net (loss) income attributable to ARC Document Solutions, Inc. shareholders
$
(12,157
)
$
2,624

$
(21,511
)
$
(47,865
)
(Loss) earnings per share attributable to ARC Document Solutions, Inc. shareholders:
 
 
 
 
Basic
$
(0.27
)
$
0.06

$
(0.47
)
$
(1.04
)
Diluted
$
(0.27
)
$
0.06

$
(0.47
)
$
(1.04
)
Weighted average common shares outstanding:
 
 
 
 
Basic
45,414

45,567

45,669

45,932

Diluted
45,414

46,274

45,669

45,932











ARC Document Solutions
Consolidated Statements of Cash Flows
Three Months Ended
Twelve Months Ended
(In thousands) (Unaudited)
December 31,
December 31,
 
2017
2016
2017
2016
Cash flows from operating activities
 
 
 
 
Net (loss) income
$
(12,056
)
$
2,779

$
(21,355
)
$
(47,499
)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
Allowance for accounts receivable
382

274

1,249

918

Depreciation
7,256

6,886

29,043

26,918

Amortization of intangible assets
1,030

1,128

4,280

4,833

Amortization of deferred financing costs
60

101

306

445

Goodwill impairment


17,637

73,920

Stock-based compensation
696

620

2,947

2,693

Deferred income taxes
12,757

1,307

13,802

(4,711
)
Deferred tax valuation allowance
543

67

1,031

51

Loss on extinguishment and modification of debt

52

230

208

Other non-cash items, net
284

(176
)
(56
)
(716
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
1,752

991

2,158

(1,294
)
Inventory
(689
)
1,606

(1,339
)
(1,590
)
Prepaid expenses and other assets
573

(404
)
(556
)
109

Accounts payable and accrued expenses
3,026

3,865

2,993

(1,143
)
Net cash provided by operating activities
15,614

19,096

52,370

53,142

Cash flows from investing activities
 
 
 
 
Capital expenditures
(1,860
)
(4,517
)
(9,106
)
(12,097
)
Other
278

259

744

1,101

Net cash used in investing activities
(1,582
)
(4,258
)
(8,362
)
(10,996
)
Cash flows from financing activities
 
 
 
 
Proceeds from stock option exercises
22

22

96

98

Proceeds from issuance of common stock under Employee Stock Purchase Plan
30

24

133

120

Share repurchases
(3,381
)

(3,381
)
(5,297
)
Contingent consideration on prior acquisitions
(60
)
(118
)
(275
)
(571
)
Early extinguishment of long-term debt

(6,000
)
(14,150
)
(22,000
)
Payments on long-term debt agreements and capital leases
(5,456
)
(3,339
)
(65,516
)
(12,990
)
Borrowings under revolving credit facilities
8,250

1,000

63,100

1,000

Payments under revolving credit facilities
(12,125
)
(50
)
(21,800
)
(50
)
Payment of deferred financing costs


(270
)
(106
)
Net cash used in financing activities
(12,720
)
(8,461
)
(42,063
)
(39,796
)
Effect of foreign currency translation on cash balances
384

(778
)
875

(1,074
)
Net change in cash and cash equivalents
1,696

5,599

2,820

1,276

Cash and cash equivalents at beginning of period
26,363

19,640

25,239

23,963

Cash and cash equivalents at end of period
$
28,059

$
25,239

$
28,059

$
25,239

Supplemental disclosure of cash flow information:
 
 
 
 
Noncash financing activities:
 
 
 
 
Capital lease obligations incurred
$
4,478

$
6,603

$
25,192

$
18,948

Contingent liabilities in connection with the acquisition of businesses
$

$

$
27

$
75













ARC Document Solutions, Inc.
Net Sales by Product Line
(In thousands)
(Unaudited)
 
 
 
 
 
 Three Months Ended
Twelve Months Ended
 
December 31,
December 31,
 
2017
2016
2017
2016
Service Sales
 
 
 
 
CDIM
$
50,052

$
50,758

$
205,083

$
212,511

MPS
31,782

31,729

129,479

131,811

AIM
3,033

3,460

12,764

14,019

Total services sales
84,867

85,947

347,326

358,341

Equipment and supplies sales
12,243

12,611

47,253

47,980

Total net sales
$
97,110

$
98,558

$
394,579

$
406,321


ARC Document Solutions, Inc.
Non-GAAP Measures
Reconciliation of cash flows provided by operating activities to EBITDA and Adjusted EBITDA
(In thousands)
(Unaudited)
 
Three Months Ended
Twelve Months Ended
 
December 31,
December 31,
 
2017
2016
2017
2016
Cash flows provided by operating activities
$
15,614

$
19,096

$
52,370

$
53,142

Changes in operating assets and liabilities
(4,662
)
(6,058
)
(3,256
)
3,918

Non-cash expenses, including goodwill impairment
(14,722
)
(2,245
)
(37,146
)
(72,808
)
Income tax provision (benefit)
13,670

1,520

15,244

(4,364
)
Interest expense, net
1,500

1,461

6,179

5,996

Income attributable to noncontrolling interest
(101
)
(155
)
(156
)
(366
)
EBITDA
11,299

13,619

33,235

(14,482
)
Loss on extinguishment and modification of debt

52

230

208

Goodwill impairment


17,637

73,920

Restructuring expense



7

Stock-based compensation
696

620

2,947

2,693

Adjusted EBITDA
$
11,995

$
14,291

$
54,049

$
62,346


See Non-GAAP Financial Measures discussion below.







ARC Document Solutions, Inc.
Non-GAAP Measures
Reconciliation of net (loss) income attributable to ARC Document Solutions, Inc. shareholders to EBITDA and Adjusted EBITDA
(In thousands)
(Unaudited)
 
 Three Months Ended
Twelve Months Ended
 
December 31,
December 31,
 
2017
2016
2017
2016
Net (loss) income attributable to ARC Document Solutions, Inc. shareholders
$
(12,157
)
$
2,624

$
(21,511
)
$
(47,865
)
Interest expense, net
1,500

1,461

6,179

5,996

Income tax provision (benefit)
13,670

1,520

15,244

(4,364
)
Depreciation and amortization
8,286

8,014

33,323

31,751

EBITDA
11,299

13,619

33,235

(14,482
)
Loss on extinguishment and modification of debt

52

230

208

Goodwill impairment


17,637

73,920

Restructuring expense



7

Stock-based compensation
696

620

2,947

2,693

Adjusted EBITDA
$
11,995

$
14,291

$
54,049

$
62,346


See Non-GAAP Financial Measures discussion below.





ARC Document Solutions, Inc.
Non-GAAP Measures
Reconciliation of net (loss) income attributable to ARC to unaudited adjusted net income attributable to ARC
(In thousands, except per share data)
(Unaudited)
 
 Three Months Ended
Twelve Months Ended
 
December 31,
December 31,
 
2017
2016
2017
2016
Net (loss) income attributable to ARC Document Solutions, Inc. shareholders
$
(12,157
)
$
2,624

$
(21,511
)
$
(47,865
)
Loss on extinguishment and modification of debt

52

230

208

Goodwill impairment


17,637

73,920

Restructuring expense



7

Income tax benefit related to above items

(24
)
(3,194
)
(13,419
)
Deferred tax impact due to new tax laws, valuation allowance and other discrete tax items
13,069

(94
)
13,663

247

Unaudited adjusted net income attributable to ARC Document Solutions, Inc.
$
912

$
2,558

$
6,825

$
13,098

 
 
 
 
 
Actual:
 
 
 
 
(Loss) earnings per share attributable to ARC Document Solutions, Inc. shareholders:
 
 
 
 
Basic
$
(0.27
)
$
0.06

$
(0.47
)
$
(1.04
)
Diluted
$
(0.27
)
$
0.06

$
(0.47
)
$
(1.04
)
Weighted average common shares outstanding:
 
 
 
 
Basic
45,414

45,567

45,669

45,932

Diluted
45,414

46,274

45,669

45,932

 
 
 
 
 
Adjusted:
 
 
 
 
Earnings per share attributable to ARC Document Solutions, Inc. shareholders:
 
 
 
 
Basic
$
0.02

$
0.06

$
0.15

$
0.29

Diluted
$
0.02

$
0.06

$
0.15

$
0.28

Weighted average common shares outstanding:
 
 
 
 
Basic
45,414

45,567

45,669

45,932

Diluted
45,804

46,274

46,207

46,561


See Non-GAAP Financial Measures discussion below.







Non-GAAP Financial Measures

EBITDA and related ratios presented in this report are supplemental measures of our performance that are not required by or presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These measures are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating, investing or financing activities as a measure of our liquidity.
EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA margin is a non-GAAP measure calculated by dividing EBITDA by net sales.
We have presented EBITDA and related ratios because we consider them important supplemental measures of our performance and liquidity. We believe investors may also find these measures meaningful, given how our management makes use of them. The following is a discussion of our use of these measures.
We use EBITDA to measure and compare the performance of our operating segments. Our operating segments’ financial performance includes all of the operating activities except debt and taxation which are managed at the corporate level for U.S. operating segments. We use EBITDA to compare the performance of our operating segments and to measure performance for determining consolidated-level compensation. In addition, we use EBITDA to evaluate potential acquisitions and potential capital expenditures.
EBITDA and related ratios have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
They do not reflect our cash expenditures, or future requirements for capital expenditures and contractual commitments;
They do not reflect changes in, or cash requirements for, our working capital needs;
They do not reflect the significant interest expense, or the cash requirements necessary, to service interest or principal payments on our debt;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
Other companies, including companies in our industry, may calculate these measures differently than we do, limiting their usefulness as comparative measures.
Because of these limitations, EBITDA and related ratios should not be considered as measures of discretionary cash available to us to invest in business growth or to reduce our indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and related ratios only as supplements.
Our presentation of adjusted net income and adjusted EBITDA is an attempt to provide meaningful comparisons to our historical performance for our existing and future investors. The unprecedented changes in our end markets over the past several years have required us to take measures that are unique in our history and specific to individual circumstances. Comparisons inclusive of these actions make normal financial and other performance patterns difficult to discern under a strict GAAP presentation. Each non-GAAP presentation, however, is explained in detail in the reconciliation tables above.
Specifically, we have presented adjusted net income attributable to ARC and adjusted earnings per share attributable to ARC shareholders for the three and twelve months ended December 31, 2017 and 2016 to reflect the exclusion of loss on extinguishment and modification of debt, goodwill impairment, restructuring expense, and changes in the valuation allowances related to certain deferred tax assets and other discrete tax items, including the impact of new tax laws enacted in 2017. This presentation facilitates a meaningful comparison of our operating results for the three and twelve months ended December 31, 2017 and 2016.
We have presented adjusted EBITDA for the three and twelve months ended December 31, 2017 and 2016 to exclude loss on extinguishment and modification of debt, goodwill impairment, restructuring expense, and stock-based compensation expense. The adjustment of EBITDA for these items is consistent with the definition of adjusted EBITDA in our credit agreement; therefore, we believe this information is useful to investors in assessing our financial performance.