Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-32407 | ||
Entity Registrant Name | ARC DOCUMENT SOLUTIONS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-1700361 | ||
Entity Address, Address Line One | 12657 Alcosta Blvd, Suite 200 | ||
Entity Address, City or Town | San Ramon | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94583 | ||
City Area Code | 925 | ||
Local Phone Number | 949-5100 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | ARC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 79,888,593 | ||
Entity Common Stock, Shares Outstanding | 43,203,124 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement on Schedule 14A for its April 28, 2022 Annual Meeting of Stockholders are incorporated by reference in this Annual Report on Form 10-K in Part III. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001305168 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | ArmaninoLLP |
Auditor Location | San Francisco, California |
Auditor Firm ID | 32 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 55,929 | $ 54,950 |
Accounts receivable, net of allowances for accounts receivable of $2,104 and $2,357 | 39,441 | 36,279 |
Inventories, net | 8,842 | 9,474 |
Prepaid expenses | 4,125 | 4,065 |
Other current assets | 4,207 | 3,979 |
Total current assets | 112,544 | 108,747 |
Property and equipment, net of accumulated depreciation of $229,803 and $219,834 | 45,153 | 57,830 |
Right-of-use assets from operating leases | 29,360 | 37,859 |
Goodwill | 121,051 | 121,051 |
Other intangible assets, net | 325 | 515 |
Deferred income taxes, net | 13,293 | 17,261 |
Other assets | 2,273 | 2,175 |
Total assets | 323,999 | 345,438 |
Current liabilities: | ||
Accounts payable | 22,753 | 18,661 |
Accrued payroll and payroll-related expenses | 11,857 | 10,088 |
Accrued expenses | 16,752 | 17,783 |
Current operating lease liabilities | 10,284 | 12,158 |
Current portion of finance leases | 13,816 | 17,557 |
Total current liabilities | 75,462 | 76,247 |
Long-term operating lease liabilities | 24,952 | 33,561 |
Long-term debt and finance leases | 64,426 | 79,679 |
Other long-term liabilities | 167 | 1,615 |
Total liabilities | 165,007 | 191,102 |
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 | 0 | 0 |
Common stock, $0.001 par value, 150,000 shares authorized; 50,584 and 49,422 shares issued and 43,108 and 42,792 shares outstanding | 50 | 49 |
Additional paid-in capital | 129,881 | 127,755 |
Retained earnings | 41,768 | 37,308 |
Accumulated other comprehensive loss | (2,501) | (2,787) |
Total stockholders equity before adjustment of treasury stock | 169,198 | 162,325 |
Less cost of common stock in treasury, 7,476 and 6,630 shares | 16,771 | 14,657 |
Total ARC Document Solutions, Inc. stockholders’ equity | 152,427 | 147,668 |
Noncontrolling interest | 6,565 | 6,668 |
Total equity | 158,992 | 154,336 |
Total liabilities and equity | $ 323,999 | $ 345,438 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 2,104 | $ 2,357 |
Accumulated depreciation | $ 229,803 | $ 219,834 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 50,584,000 | 49,422,000 |
Common stock, shares outstanding (in shares) | 43,108,000 | 42,792,000 |
Treasury stock, shares (in shares) | 7,476,000 | 6,630,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total net sales | $ 272,208 | $ 289,467 |
Cost of sales | 184,558 | 196,558 |
Gross profit | 87,650 | 92,909 |
Selling, general and administrative expenses | 72,322 | 79,016 |
Amortization of intangible assets | 199 | 1,500 |
Income from operations | 15,129 | 12,393 |
Other income, net | (41) | (57) |
Interest expense, net | 2,147 | 3,908 |
Income before income tax provision | 13,023 | 8,542 |
Income tax provision | 4,181 | 2,749 |
Net income | 8,842 | 5,793 |
Loss attributable to noncontrolling interest | 301 | 395 |
Net income attributable to ARC Document Solutions, Inc. shareholders | $ 9,143 | $ 6,188 |
Earnings per share attributable to ARC Document Solutions, Inc. shareholders: | ||
Basic (in dollars per share) | $ 0.22 | $ 0.14 |
Diluted (in dollars per share) | $ 0.21 | $ 0.14 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 42,164 | 42,925 |
Diluted (in shares) | 42,732 | 43,021 |
Service sales | ||
Total net sales | $ 253,586 | $ 267,159 |
Equipment and Supplies sales | ||
Total net sales | $ 18,622 | $ 22,308 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 8,842 | $ 5,793 |
Other comprehensive income, net of tax | ||
Foreign currency translation adjustments, net of tax | 484 | 961 |
Other comprehensive income, net of tax | 484 | 961 |
Comprehensive income | 9,326 | 6,754 |
Comprehensive loss attributable to noncontrolling interest | (103) | (4) |
Comprehensive income attributable to ARC Document Solutions, Inc. shareholders | $ 9,429 | $ 6,758 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Common Stock in Treasury | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 49,189,000 | ||||||
Beginning balance at Dec. 31, 2019 | $ 150,040 | $ 49 | $ 126,117 | $ 31,969 | $ (3,357) | $ (11,410) | $ 6,672 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation (in shares) | 140,000 | ||||||
Stock-based compensation | $ 1,571 | 1,571 | |||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 93,000 | 93,000 | |||||
Issuance of common stock under Employee Stock Purchase Plan | $ 67 | 67 | |||||
Stock options exercised (in shares) | 0 | ||||||
Treasury shares | $ (3,247) | (3,247) | |||||
Common stock cash dividends | (849) | (849) | |||||
Comprehensive income | $ 6,754 | 6,188 | 570 | (4) | |||
Ending balance (in shares) at Dec. 31, 2020 | 49,422,000 | 49,422,000 | |||||
Ending balance at Dec. 31, 2020 | $ 154,336 | $ 49 | 127,755 | 37,308 | (2,787) | (14,657) | 6,668 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation (in shares) | 963,000 | ||||||
Stock-based compensation | $ 1,686 | $ 1 | 1,685 | ||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 34,000 | 34,000 | |||||
Issuance of common stock under Employee Stock Purchase Plan | $ 61 | 61 | |||||
Stock options exercised (in shares) | 165,000 | 165,000 | |||||
Stock options exercised | $ 380 | 380 | |||||
Treasury shares | (2,114) | (2,114) | |||||
Common stock cash dividends | (4,683) | (4,683) | |||||
Comprehensive income | $ 9,326 | 9,143 | 286 | (103) | |||
Ending balance (in shares) at Dec. 31, 2021 | 50,584,000 | 50,584,000 | |||||
Ending balance at Dec. 31, 2021 | $ 158,992 | $ 50 | $ 129,881 | $ 41,768 | $ (2,501) | $ (16,771) | $ 6,565 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net income | $ 8,842 | $ 5,793 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Allowance for accounts receivable | 221 | 932 |
Depreciation | 24,357 | 28,860 |
Amortization of intangible assets | 199 | 1,500 |
Amortization of deferred financing costs | 62 | 65 |
Stock-based compensation | 1,686 | 1,571 |
Deferred income taxes | 3,642 | 2,697 |
Deferred tax valuation allowance | 323 | (170) |
Other non-cash items, net | (226) | 1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,380) | 14,414 |
Inventory | 651 | 4,566 |
Prepaid expenses and other assets | 9,889 | 14,727 |
Accounts payable and accrued expenses | (10,491) | (20,478) |
Net cash provided by operating activities | 35,775 | 54,478 |
Cash flows from investing activities | ||
Capital expenditures | (3,554) | (6,440) |
Other | 365 | 512 |
Net cash used in investing activities | (3,189) | (5,928) |
Cash flows from financing activities | ||
Proceeds from stock option exercises | 380 | 0 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 61 | 67 |
Share repurchases | (2,114) | (3,247) |
Payments on long-term debt agreements and finance leases | (18,369) | (14,935) |
Borrowings under revolving credit facilities | 100,500 | 60,000 |
Payments under revolving credit facilities | (109,250) | (65,000) |
Payment of deferred financing costs | (281) | 0 |
Payments of Dividends | (2,949) | (870) |
Net cash used in financing activities | (32,022) | (23,985) |
Effect of foreign currency translation on cash balances | 415 | 960 |
Net change in cash and cash equivalents | 979 | 25,525 |
Cash and cash equivalents at beginning of period | 54,950 | 29,425 |
Cash and cash equivalents at end of period | 55,929 | 54,950 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,344 | 3,567 |
Income taxes paid (received), net | 299 | (31) |
Noncash financing activities: | ||
Finance lease obligations incurred | 8,034 | 10,192 |
Operating lease obligations incurred | 1,774 | 7,530 |
Declared unpaid dividends | $ 2,155 | $ 422 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION ARC Document Solutions Inc. is a digital printing company. We provide digital printing and document-related services to customers in a growing variety of industries. ARC offers Digital Printing services, Managed Print Services ("MPS"), and Scanning and Digital Imaging services. In addition, ARC also sells Equipment and Supplies. The Company conducts its operations through its wholly-owned operating subsidiary, ARC Document Solutions, LLC, a Texas limited liability company, and its affiliates. Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis and relies on historical experience and various other factors that it believes to be reasonable under the circumstances to determine such estimates. Actual results could differ from those estimates and such differences may be material to the Consolidated Financial Statements. Risk and Uncertainties The Company generates a significant portion of its revenue across all of its products and services from 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, all of which have been amplified due to the COVID-19 pandemic. Reduced activity (relative to historic levels) in the AEC/O industry would diminish demand for all 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 expand the market and industries it services and increase sales of a variety of service offerings that utilize ARC's existing production methods and infrastructure, but 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents Cash equivalents include demand deposits and short-term investments with a maturity of three months or less when purchased. The Company maintains its cash deposits at numerous banks located throughout the United States, Canada, India, Australia, United Arab Emirates, the United Kingdom and China, which at times, may exceed federally insured limits. UDS, the Company’s joint venture in China, held $15.4 million and $14.9 million of the Company’s cash and cash equivalents as of December 31, 2021 and 2020, respectively. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on cash and cash equivalents. Concentrations of Credit Risk and Significant Vendors Concentrations of credit risk with respect to trade receivables are limited due to a large, diverse customer base. No individual customer represented more than 2.5% of net sales during 2021 and 2020. The Company has geographic concentration risk as sales in California, as a percent of total sales, were approximately 33% and 32% for 2021 and 2020, respectively. The Company contracts with various suppliers. Although there are a limited number of suppliers that could supply the Company’s inventory, management believes any shortfalls from existing suppliers could be absorbed by its existing suppliers or from other suppliers on comparable terms. However, a change in suppliers could cause a delay in sales and adversely affect results. Purchases from the Company’s three largest vendors during 2021 and 2020 comprised approximately 40% and 53% respectively, of the Company’s total purchases of inventory and supplies. Allowance for Doubtful Accounts The Company performs periodic credit evaluations of the financial condition of its customers, monitors collections and payments from customers, and generally does not require collateral. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company writes off an account when it is considered uncollectible. The Company estimates the allowance for doubtful accounts based on historical experience, aging of accounts receivable, and information regarding the credit worthiness of its customers. Additionally, the Company provides an allowance for returns and discounts based on historical experience. The allowance for doubtful accounts activity was as follows: Balance at Charges to Deductions (1) Balance at Year ended December 31, 2021 Allowance for accounts receivable $ 2,357 $ 221 $ (474) $ 2,104 Year ended December 31, 2020 Allowance for accounts receivable $ 2,099 $ 932 $ (674) $ 2,357 (1) Deductions represent uncollectible accounts written-off net of recoveries. Inventories Inventories are valued at the lower of cost (determined on a first-in, first-out basis; or average cost) or net realizable value. Inventories primarily consist of materials for use and resale in digital printing, and equipment for resale. On an ongoing basis, inventories are reviewed and adjusted for estimated obsolescence or unmarketable inventories to reflect the lower of cost or net realizable value. Charges to increase inventory reserves are recorded as an increase in cost of sales. As of December 31, 2021 and 2020, the reserves for inventory obsolescence was $0.6 million and $0.8 million, respectively. Income Taxes Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. Changes in tax laws or accounting standards and methods may affect recorded deferred taxes in future periods. When establishing a valuation allowance, the Company considers future sources of taxable income such as future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards and tax planning strategies. A tax planning strategy is an action that: is prudent and feasible; an enterprise ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused; and would result in realization of deferred tax assets. In the event the Company determines that its deferred tax assets, more likely than not, will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. The Company has a $2.4 million valuation allowance against certain deferred tax assets as of December 31, 2021. In future quarters the Company will continue to evaluate its historical results for the preceding twelve quarters and its future projections to determine whether the Company will generate sufficient taxable income to utilize its deferred tax assets, and whether a valuation allowance is required. The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. Income taxes have not been provided on certain undistributed earnings of foreign subsidiaries because such earnings are considered to be permanently reinvested. The amount of taxable income or loss the Company reports to the various tax jurisdictions is subject to ongoing audits by federal, state and foreign tax authorities. The Company's estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. The Company uses a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and tax position taken or expected to be taken on its tax return. To the extent that the Company's assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company reports tax-related interest and penalties as a component of income tax expense. Property and Equipment, net Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, as follows: Buildings 10-20 years Leasehold improvements 10-20 years or lease term, if shorter Machinery and equipment 3-7 years Furniture and fixtures 3-7 years Assets acquired under capital lease arrangements are included in machinery and equipment, are recorded at the present value of the minimum lease payments, and are depreciated using the straight-line method over the life of the asset or term of the lease, whichever is shorter. Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. Gains or losses on the sale or disposal of property and equipment are reflected in operating income. The Company accounts for software costs developed for internal use in accordance with ASC 350-40, Intangibles – Goodwill and Other, which requires companies to capitalize certain qualifying costs incurred during the application development stage of the related software development project. The primary use of this software is for internal use and, accordingly, such capitalized software development costs are depreciated on a straight-line basis over the economic lives of the related products not to exceed three years. The Company’s machinery and equipment (see Note 4, Property and Equipment, Net ) includes $1.2 million and $1.4 million of capitalized software development costs as of December 31, 2021 and 2020, net of accumulated amortization of $22.3 million and $21.6 million as of December 31, 2021 and 2020, respectively. Depreciation expense includes the amortization of capitalized software development costs which amounted to $0.7 million and $0.9 million, during the years ended December 31, 2021 and 2020, respectively. Software development costs for products intended to be sold, leased or otherwise marketed are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until the product is available for general release to customers. Technological feasibility is established when a product design and working model have been completed and the completeness of the working model and its consistency with the product design have been confirmed by testing. To date, the establishment of technological feasibility of the Company’s products and general release of such software have substantially coincided. Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Technological feasibility is established upon the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. To date, costs and time incurred between the establishment of technological feasibility and product release have not been material, and all software development costs have been charged to research and development expense in our consolidated statements of comprehensive income (loss). Impairment of 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 had no long-lived asset impairments in 2021 or 2020. Goodwill and Other Intangible Assets In accordance with ASC 350, Intangibles - Goodwill and Other , the Company assesses goodwill for impairment annually as of September 30, and more frequently if events and circumstances indicate that goodwill might be impaired. Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. In 2017, the Company elected to early-adopt ASU 2017-04 which simplifies subsequent goodwill measurement by eliminating step two from the goodwill impairment test. 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. 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 level of judgement and estimation is inherently higher in the current environment considering the uncertainty created by the COVID-19 pandemic. The Company has evaluated numerous factors disrupting its business and made significant assumptions which include the severity and duration of the business disruption, the timing and degree of economic recovery and the combined effect of these assumptions on the Company's future operating results and cash flows. Other intangible assets that have finite lives are amortized over their useful lives. Customer relationships are amortized using the accelerated method, based on customer attrition rates, over their estimated useful lives of 13 (weighted average) years. Deferred Financing Costs Direct costs incurred in connection with debt agreements are recorded as incurred and amortized based on the effective interest method for the Company's borrowings under its credit agreement with U.S. Bank National Association, dated April 22, 2021 (the "2021 Credit Agreement"). At December 31, 2021 and 2020, the Company had less than $0.3 million and $0.1 million in unamortized deferred financing costs. Fair Values of Financial Instruments The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments for disclosure purposes: Cash equivalents: Cash equivalents are time deposits with maturity of three months or less when purchased, which are highly liquid and readily convertible to cash. Cash equivalents reported in the Company’s Consolidated Balance Sheet were $13.8 million and $13.2 million as of December 31, 2021 and 2020, 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 and finance leases: The carrying amount of the Company’s finance leases reported in the Consolidated Balance Sheets approximates fair value based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements. The carrying amount reported in the Company’s Consolidated Balance Sheet as of December 31, 2021 for borrowings under its Credit Agreement is $46.3 million. The Company has determined that borrowings under its Credit Agreement of $46.3 million as of December 31, 2021 approximates its fair value. Insurance Liability The Company maintains a high deductible insurance policy for a significant portion of its risks and associated liabilities with respect to workers’ compensation. The Company’s deductible is $250 thousand per individual. The accrued liabilities associated with this program are based on the Company’s estimate of the ultimate costs to settle known claims, as well as claims incurred but not yet reported to the Company, as of the balance sheet date. The Company’s estimated liability is not discounted and is based upon an actuarial report obtained from a third party. The actuarial report uses information provided by the Company’s insurance brokers and insurers, combined with the Company’s judgments regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation, and the Company’s claims settlement practices. The Company is self-insured for healthcare benefits provided to certain employees in the United States, with a stop-loss at $250 thousand per individual. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. The Company’s results could be materially affected by claims and other expenses related to such plans if future occurrences and claims differ from these assumptions and historical trends. Other employees are covered by other fully-insured healthcare benefit plans. Commitments and Contingencies In the normal course of business, the Company estimates potential future loss accruals related to legal, workers’ compensation, healthcare, tax and other contingencies. These accruals require management’s judgment on the outcome of various events based on the best available information. However, due to changes in facts and circumstances, the ultimate outcomes could differ from management’s estimates. Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration that the Company is expected to be entitled to in exchange for those goods or services. The Company applied practical expedients related to unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Net sales of the Company’s principal services and products were as follows: Year Ended December 31, 2021 2020 Service Sales Digital Printing $ 166,694 $ 175,532 MPS 72,434 79,321 Scanning and Digital Imaging 14,458 12,306 Total services sales 253,586 267,159 Equipment and Supplies Sales 18,622 22,308 Total net sales $ 272,208 $ 289,467 Digital Printing consists of professional services and software services to (i) re-produce and distribute large-format and small-format documents in either black and white or color (“Ordered Prints”) and (ii) specialized graphic color printing. Substantially, all of the Company’s revenue from Digital Printing comes from professional services to re-produce Ordered Prints. Sales of Ordered Prints are initiated through a customer order or quote and are governed by established terms and conditions agreed upon at the onset of the customer relationship. Revenue is recognized when the performance obligation under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of the re-produced Ordered Prints. Transfer of control occurs at a specific point-in-time, when the Ordered Prints are delivered to the customer’s site or handed to the customer for walk in orders. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Taxes collected concurrent with revenue-producing activities are excluded from revenue. MPS consists of placement, management, and optimization of print and imaging equipment in the customers' offices, job sites, and other facilities. MPS relieves the Company’s customers of the burden of purchasing print equipment and related supplies and maintaining print devices and print networks, and shifts their costs to a “per-use” basis. MPS is supported by the Company's hosted proprietary technology, Abacus ® , which allows customers to capture, control, manage, print, and account for their documents. Under its MPS contracts, the Company is paid a fixed rate per unit for each print produced (per-use), often referred to as a “click charge”. MPS sales are driven by the ongoing print needs of the Company’s customers at their facilities. Upon the issuance of ASC 842, Leases, the Company concluded that certain of its MPS arrangements, which had previously been accounted for as service revenue under ASC 606, Revenue from Contracts with Customers, are accounted for as operating leases under ASC 842. The pattern of revenue recognition for the Company's MPS revenue has remained substantially unchanged following the adoption of ASC 842. See Note 7, Leasing, for additional information. Scanning and Digital Imaging, combines software and professional services to facilitate the capture, management, access and retrieval of documents and information that have been produced in the past. Scanning and Digital Imaging includes the Company's hosted SKYSITE ® software and ARC Facilities solution to organize, search and retrieve documents, as well as the provision of services that include the capture and conversion of hardcopy and electronic documents into digital files (“Scanned Documents”), and their cloud-based storage and maintenance. Sales of Scanning and Digital Imaging professional services, which represent substantially all revenue for the business line, are initiated through a customer order or proposal and are governed by established terms and conditions agreed upon at the onset of the customer relationship. Revenue is recognized when the performance obligation under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of the digital files. Transfer of control occurs at a specific point-in-time, when the Scanned Documents are delivered to the customer either through SKYSITE, ARC Facilities, or through other electronic media. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Taxes collected concurrent with revenue-producing activities are excluded from revenue. Equipment and Supplies sales consist of reselling printing, imaging, and related equipment (“Goods”) to customers primarily in architectural, engineering and construction firms. Sales of Equipment and Supplies are initiated through a customer order and are governed by established terms and conditions agreed upon at the onset of the customer relationship. Revenue is recognized when the performance obligations under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of the Goods. Transfer of control occurs at a specific point-in-time, when the Goods are delivered to the customer’s site. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Taxes collected concurrent with revenue-producing activities are excluded from revenue. The Company has experienced minimal customer returns or refunds and does not offer a warranty on equipment that it is reselling. The Company has established contractual pricing for certain large national customer accounts (“Global Solutions”). These contracts generally establish uniform pricing at all operating segments for Global Solutions. Revenues earned from the Company’s Global Solutions are recognized in the same manner as non-Global Solutions revenues. Included in revenues are fees charged to customers for shipping, handling, and delivery services. Such revenues amounted to $10.6 million and $9.9 million for 2021 and 2020, respectively. Revenues from hosted software licensing activities are recognized ratably over the term of the license. Revenues from software licensing activities comprise less than 2% of the Company’s consolidated revenues during the years ended December 31, 2021 and 2020. Management provides for returns, discounts and allowances based on historic experience and adjusts such allowances as considered necessary. In previous years, the Company's services were characterized by the primary industries/markets in which they were meant to be sold, e.g., the construction industry or the document archiving and storage market. Having expanded the variety of markets and industries it serves over the past several years, the Company now believes it is more useful to report its services by production method. Thus, Digital Printing was previously described as “construction document and information management” or “CDIM,” and Scanning and Digital Imaging was previously described as “archiving and information management” or “AIM.” The methods for financial reporting and revenue recognition in the renamed service lines remain unchanged. Likewise, “Managed Print Services” or “MPS” and “Equipment Sales and Supplies” are also reported identically from previous years. Comprehensive Income (Loss) The Company’s comprehensive income (loss) includes foreign currency translation adjustments, net of taxes. Asset and liability accounts of international operations are translated into the Company’s functional currency, U.S. dollars, at current rates. Revenues and expenses are translated at the average currency rate for the fiscal year. Segment and Geographic Reporting The provisions of ASC 280, Segment Reporting , require public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on the various business activities that earn revenue and incur expense 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. The Company recognizes revenues in geographic areas based on the location to which the product was shipped or services have been rendered. See table below for revenues and property and equipment, net, attributable to the Company’s U.S. operations and foreign operations. Year Ended December 31, 2021 2020 U.S. Foreign Total U.S. Foreign Total Revenues from external customers $ 241,719 $ 30,489 $ 272,208 $ 253,179 $ 36,288 $ 289,467 Property and equipment, net $ 39,584 $ 5,569 $ 45,153 $ 51,058 $ 6,772 $ 57,830 Advertising and Shipping and Handling Costs Advertising costs are expensed as incurred and approximated $0.6 million and $0.7 million during 2021 and 2020, respectively. Shipping and handling costs incurred by the Company are included in cost of sales. Stock-Based Compensation The Company applies the Black-Scholes valuation model in determining the fair value of share-based payments to employees, which is then amortized on a straight-line basis over the requisite service period. Total stock-based compensation for 2021 and 2020, was $1.7 million and $1.6 million, respectively, and was recorded in selling, general, and administrative expenses, consistent with the classification of the underlying salaries. In accordance with ASC 718, Income Taxes , any excess tax benefit resulting from stock-based compensation, in the Consolidated Statements of Cash Flows, are classified along with other income tax cash flows as an operating activity. The weighted average fair value at the grant date for options issued in 2021 and 2020, was $1.14 and $0.60, respectively. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted average assumptions for 2021 and 2020: Year Ended December 31, 2021 2020 Weighted average assumptions used: Risk free interest rate 0.7 % 1.5 % Expected volatility 62.6 % 52.2 % Expected dividend yield 1.5 % 1.2 % Using historical exercise data as a basis, the Company determined that the expected term for stock options issued in 2021 and 2020, was 6.7 years. For fiscal years 2021 and 2020, expected stock price volatility is based on the Company’s historical volatility for a period equal to the expected term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with an equivalent remaining term . The Company accounts for forfeitures of share-based awards when they occur. As of December 31, 2021, total unrecognized stock-based compensation expense related to nonvested stock-based compensation was approximately $2.3 million, which is expected to be recognized over a weighted average period of approximately 2.2 years. For additional information, see Note 9, Employee Stock Purchase Plan and Stock Plan. Research and Development Expenses Research and development activities relate to costs associated with the design and testing of new technology or enhancements and maintenance to existing technology. Such costs are expensed as incurred are primarily recorded to cost of sales. In total, research and development amounted to $6.4 million and $7.0 million, during 2021 and 2020, respectively. Noncontrolling Interest The Company accounted for its investment in UNIS Document Solutions Co. Ltd., (“UDS”) under the purchase method of accounting, in accordance with ASC 805, Business Combinations . UDS has been consolidated in the Company’s financial statements from the date of acquisition. Noncontrolling interest, which represents the 35 percent non-controlling interest in UDS, is reflected on the Company’s Consolidated Financial Statements. Sales Taxes The Company bills sales taxes, as applicable, to its customers. The Company acts as an agent and bills, collects, and remits the sales tax to the proper government jurisdiction. The sales taxes are accounted for on a net basis, and therefore are not included as part of the Company’s revenue. Earnings Per Share The Company accounts for earnings per share in accordance with ASC 260, Earnings Per Share. Basic earnings per share 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. There were 4.3 million and 5.2 million common shares excluded from the calculation of diluted net income attributable to ARC per common share as their effect would have been anti-dilutive for 2021 and 2020, respectively. The Company’s common share equivalents consist of stock options issued under the Company’s Stock Plan. Basic and diluted weighted average common shares outstanding were calculated as follows for 2021 and 2020: Year Ended December 31, 2021 2020 Weighted average common shares outstanding during the period — basic 42,164 42,925 Effect of dilutive stock awards 568 96 Weighted average common shares outstanding during the period — diluted 42,732 43,021 Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Loss (Topic 326) (“ASU 2016-13”), which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model ("CECL") will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU 2016-13 must be adopted on a modified-retrospective approach. This update was effective for fiscal years beginning after December 15, 2020 including interim periods within those fiscal years. In October 2019, the FASB approved an extension for all non-SEC filers, including small reporting companies, to extend the effective date to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Therefore, the effective date for this update will be January 1, 2023. The Company is currently evaluating the potential impact of the adoption of the new standard on its consolidated statements of financial condition and results of operations. In November 2021, the FASB issued Accounting Standards Update No. 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (ASU No. 2021-10”), which increases the transparency of government assistance received by business entities, including disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. ASU No. 2021-10 is effective for annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact that adopting ASU No. 2021-10 but does not current |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | GOODWILL AND OTHER INTANGIBLES Goodwill In accordance with ASC 350, Intangibles - Goodwill and Other , the Company assesses goodwill for impairment annually as of September 30, and more frequently if events and circumstances indicate that goodwill might be impaired. At September 30, 2021, the Company performed its assessment and determined that goodwill was not impaired. Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. In 2017 the Company elected to early-adopt ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies subsequent goodwill measurement by eliminating step two from the goodwill impairment test. Given the uncertainty regarding the ultimate financial impact of the COVID-19 pandemic and the ensuing economic recovery, there can be no assurance that the estimates and assumptions made for purposes of the Company's goodwill impairment analysis in 2021 will prove to be accurate predictions of the future. If the Company’s assumptions, including forecasted EBITDA of certain reporting units, are not achieved, or its assumptions regarding disruptions caused by the pandemic, and its impact on the recovery from COVID-19 change, then the Company may be required to record goodwill impairment charges in future periods, whether in connection with the Company’s next annual impairment testing in the third quarter of 2022, 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 carrying amount of goodwill from January 1, 2020 through December 31, 2021 is summarized as follows: Gross Accumulated Net January 1, 2020 $ 405,558 $ 284,507 $ 121,051 December 31, 2020 $ 405,558 $ 284,507 $ 121,051 December 31, 2021 $ 405,558 $ 284,507 $ 121,051 Long-lived and Other Intangible 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 potential impairments of its long lived assets as of September 30, 2021 and concluded that there was no impairment. The following table sets forth the Company’s other intangible assets resulting from business acquisitions as of December 31, 2021 and 2020 which continue to be amortized: December 31, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Amortizable other intangible assets Customer relationships $ 99,446 $ 99,371 $ 75 $ 99,425 $ 99,191 $ 234 Trade names and trademarks 20,344 20,094 250 20,325 20,044 281 $ 119,790 $ 119,465 $ 325 $ 119,750 $ 119,235 $ 515 Estimated future amortization expense of other intangible assets for each of the next five fiscal years and thereafter are as follows: 2022 $ 104 2023 45 2024 43 2025 39 2026 38 Thereafter 56 $ 325 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, 2021 2020 Machinery and equipment $ 249,482 $ 252,613 Buildings and leasehold improvements 22,883 22,397 Furniture and fixtures 2,591 2,654 274,956 277,664 Less accumulated depreciation (229,803) (219,834) $ 45,153 $ 57,830 Depreciation expense was $24.4 million and $28.9 million for 2021 and 2020, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt consists of the following: December 31, 2021 2020 Revolving Loans; 1.7% and 2.2% interest rate at December 31, 2021 and 2020, respectively 46,250 55,000 Various finance leases; weighted average interest rate of 4.7% and 4.9% at December 31, 2021 and 2020, respectively; principal and interest payable monthly through November 2027 31,992 42,236 78,242 97,236 Less current portion (13,816) (17,557) $ 64,426 $ 79,679 Credit Agreement On April 22, 2021, the Company entered into the 2021 Credit Agreement. The 2021 Credit Agreement provides for the extension of revolving loans in an aggregate principal amount not to exceed $70 million and replaces the Credit Agreement dated as of November 20, 2014, as amended (the "2014 Credit Agreement"). The 2021 Credit Agreement features terms similar to the 2014 Credit Agreement, including the ability to use excess cash of up to $15 million per year for restricted payments such as share repurchases and dividends. The obligation under the 2021 Credit Agreement matures on April 22, 2026. As of December 31, 2021, the Company's borrowing availability of Revolving Loans under the Revolving Loan commitment was $21.6 million, after deducting outstanding letters of credit of $2.2 million and outstanding Revolving Loans of $46.3 million. Loans borrowed under the 2021 Credit Agreement bear interest, in the case of LIBOR loans, at a per annum rate equal to the applicable LIBOR (which rate shall not be less than zero), plus a margin ranging from 1.25% to 1.75%, based on the Company’s Total Leverage Ratio (as defined in the 2021 Credit Agreement). Loans borrowed under the 2021 Credit Agreement that are not LIBOR loans bear interest at a per annum rate (which rate shall not be less than zero) equal to (i) the greatest of (A) the Federal Funds Rate plus 0.50% (B) the one month LIBOR plus 1.00% per annum, and (C) the rate of interest announced, from time to time, by U.S. Bank National Association as its “prime rate,” plus (ii) a margin ranging from 0.25% to 0.75%, based on the Company’s Total Leverage Ratio. The Company pays certain recurring fees with respect to the 2021 Credit Agreement, including administration fees to the administrative agent. Subject to certain exceptions, including, in certain circumstances, reinvestment rights, the loans extended under the 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 2021 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 2021 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; make certain 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 2021 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 2.75 to 1.00; and (ii) a Fixed Charge Coverage Ratio (as defined in the 2021 Credit Agreement), as of the last day of each fiscal quarter, an amount not less than 1.15 to 1.00. We were in compliance with our covenants during the year ended December 31, 2021. The 2021 Credit Agreement also modified certain tests the Company is required to meet in order to pay dividends, repurchase stock and make other restricted payments. In order to make such payments which are permitted subject to certain customary conditions set forth in the 2021 Credit Agreement, the amount of all such payments will be limited to $15 million during any twelve-month period. When calculating the fixed charge coverage ratio, the Company may exclude up to $10 million of such restricted payments that would otherwise constitute fixed charges in any twelve month period. The 2021 Credit Agreement allows for payment of dividends. In December 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per share of common stock that is payable on February 28, 2022 to shareholders of record as of January 31, 2022. Accordingly, the Company recorded a dividend payable of $2.2 million within accrued expenses as of December 31, 2021. The 2021 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 2021 Credit Agreement are guaranteed by the Company and each of the Company's other United States subsidiaries. The 2021 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). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Operating Leases. The Company leases machinery, equipment, and office and operational facilities under non-cancelable operating lease agreements. Certain lease agreements for the Company’s facilities generally contain renewal options and provide for annual increases in rent based on the local Consumer Price Index. Refer to Note 7, Leasing, for the schedule of the Company’s future minimum operating lease payments as of December 31, 2021. Legal Proceedings . The Company is involved, and will continue to be involved, in legal proceedings arising out of the conduct of our business, including commercial and employment-related lawsuits. Some of these lawsuits purport or may be determined to be class actions and seek substantial damages, and some may remain unresolved for several years. The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company's evaluation of whether a loss is reasonably probable is based on our assessment and consultation with legal counsel regarding the ultimate outcome of the matter. As of December 31, 2021, the Company has accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not currently believe that the ultimate resolution of any of these matters will have a material adverse effect on our results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our results of operations, financial condition, or cash flows. Environmental Matters. The Company has accrued liabilities for environmental assessment and remediation matters relating to operations at certain locations conducted in the past by predecessor companies that do not relate to ARC's current operations. The Company has accrued these liabilities because it is probable that a loss or cost will be incurred and the amount of loss or cost can be reasonably estimated. These estimates could change as a result of changes in planned remedial actions, remediation technologies, site conditions, the estimated time to complete remediation, environmental laws and regulations, and other factors. Because of the uncertainties associated with environmental assessment and remediation activities, the Company's future expenses relating to these matters could be higher than the liabilities it has accrued. Based upon current information, the Company believes that the impact of the resolution of these matters would not be, individually or in the aggregate, material to its financial position, results of operations or cash flows. |
Leasing
Leasing | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leasing | LEASING Adoption of ASC Topic 842, Leases On January 1, 2019, the Company adopted ASC 842, Leases , the new guidance is inclusive of several amendments and targeted improvements issued in 2018 and early 2019, that replace the existing guidance in ASC 840, Leases . ASC 842 requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases. Both finance leases and operating leases result in the lessee recognizing a ROU asset and a corresponding lease liability. For finance leases the lessee recognizes interest expense and amortization of the ROU asset, and for operating leases the lessee will recognize a straight-line total lease expense. In addition, ASC 842 changes the definition of a lease, which resulted in changes to the classification of certain service contracts with customers to lease arrangements. Upon adoption, the Company applied the transition option, whereby prior comparative periods are not retrospectively presented in the Company’s consolidated financial statements. The Company elected certain additional practical expedients permitted by the new guidance allowing the Company to carry forward historical accounting related to lease identification and classification for existing leases upon adoption. The Company elected, for its equipment asset classes, the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. Leases with an initial term of 12 months or less are not recorded on the Company's consolidated balance sheet. As part of the transition, the Company completed a comprehensive review of its lease portfolio, including significant leases by geography and by asset type that were impacted by the new guidance, and enhanced its controls around leasing. The adoption of ASC 842 resulted in an increase to total assets and liabilities due to the recording of operating lease ROU assets of approximately $46.9 million and operating lease liabilities of approximately $53.7 million, as of January 1, 2019. Finance leases were not impacted by the adoption of ASC 842, as finance lease liabilities and the corresponding ROU assets were already recorded in the balance sheet under the previous guidance, ASC 840. The adoption did not materially impact the Company’s Consolidated Statements of Operations or Cash Flows. Lessee Accounting The Company determines whether an arrangement is a lease at contract inception. The Company's material lease contracts are generally for real estate or print equipment, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. The Company’s leases that are classified as operating leases primarily consist of real estate leases. The Company’s real estate leases contain both lease and non-lease components, which are accounted for separately. The Company’s leases that are classified as finance leases primarily consist of print equipment. Certain print equipment leases have lease and non-lease components, which are accounted for as a single lease component as discussed above. Other than the election to treat the Company's fixed lease payment as a single lease component, the accounting for finance leases will remain unchanged under ASC 842. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets also include any lease payments made and are reduced by any lease incentives received. The lease terms range from one one The tables below present financial information associated with the Company's leases as of, and the years ended, December 31, 2021 and December 31, 2020. Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Right-of-use assets from operating leases $ 29,360 $ 37,859 Finance lease assets Property and equipment 75,094 85,205 Less accumulated depreciation (48,582) (50,550) Property and equipment, net 26,512 34,655 Total lease assets $ 55,872 $ 72,514 Liabilities Current Operating Current portion of operating lease liabilities $ 10,284 $ 12,158 Finance Current portion of long-term finance leases 13,816 17,557 Long-term Operating Long-term portion of operating lease liabilities 24,952 33,561 Finance Long-term portion of finance leases 18,176 24,679 Total lease liabilities $ 67,228 $ 87,955 Classification Year Ended December 31, 2021 December 31, 2020 Operating lease cost Cost of sales $ 13,600 $ 14,341 Selling, general and administrative expenses 2,962 3,601 Total operating lease cost (1)(2) $ 16,562 $ 17,942 Finance lease cost Amortization of leased assets Cost of sales $ 16,039 $ 18,426 Selling, general and administrative expenses 311 329 Interest on lease liabilities Interest expense, net 1,786 2,571 Total finance lease cost 18,136 21,326 Total lease cost $ 34,698 $ 39,268 (1) Includes variable lease costs and short-term lease costs of $3,065 and $255, respectively for the year ended December 31, 2021. (2) Includes variable lease costs and short-term lease costs of $2,774 and $340, respectively for the year ended December 31, 2020. Maturity of lease liabilities (as of December 31, 2021) Operating Leases (1) (2) Finance Leases (3) 2022 $ 12,034 $ 15,004 2023 9,402 10,229 2024 6,411 5,737 2025 5,023 2,221 2026 3,163 995 Thereafter 4,263 76 Total 40,296 34,262 Less amount representing interest 5,060 2,270 Present value of lease liability $ 35,236 $ 31,992 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2021. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2021. In the table above, annual rental payments of $0.5 million for related parties are included in 2022 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. Maturity of lease liabilities (as of December 31, 2020) Operating Leases (1) (2) Finance Leases (3) 2021 $ 14,338 $ 19,187 2022 10,793 13,104 2023 8,812 8,277 2024 6,312 3,875 2025 4,784 684 Thereafter 7,588 7 Total 52,627 45,134 Less amount representing interest 6,908 2,898 Present value of lease liability $ 45,719 $ 42,236 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2020. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2020. In the table above, annual rental payments of $0.5 million for related parties are included in 2021 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) Operating leases 4.3 5.0 Finance leases 2.9 2.9 Weighted average discount rate Operating leases 5.7 % 5.8 % Finance leases 4.7 % 4.9 % Other information Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 15,054 $ 12,842 Operating cash flows from finance leases $ 1,755 $ 1,849 Financing cash flows from finance leases $ 18,369 $ 14,935 Lessor Accounting The Company concluded that certain of its contracts with customers contain leases under the new leasing standard and accordingly should be accounted for as operating leases upon adoption of ASC 842. Specifically, certain of the Company's MPS arrangements, which had previously been accounted for as service revenue under ASC 606, Revenue from Contracts with Customers, are now accounted for as operating leases under ASC 842. The Company's MPS arrangements consists of the placement, management, and optimization of print and imaging equipment in customers' offices, job sites, and other facilities under which the Company is paid a fixed rate per unit for each print produced (per-use), often referred to as a “click charge.” Accordingly, the fixed rate per unit charged to the customer covers the use of the equipment (i.e., the lease component), as well as the additional services performed by the Company as described above (i.e., the non-lease component). Certain of the Company's MPS contracts provide the customer the option to renew or terminate the agreement, which are considered when assessing the lease term. The Company elected the practical expedient to not separate certain lease and non-lease components related to its MPS arrangements, and accounts for the combined component under ASC 842. The pattern of revenue recognition for the Company's MPS revenue has remained substantially unchanged following the adoption of ASC 842. MPS revenue includes $66.5 million of rental income and $5.9 million of service income for the year ended December 31, 2021. MPS revenue includes $72.9 million of rental income and $6.4 million of service income for the year ended December 31, 2020. The Company's property and equipment, net of accumulated depreciation, includes approximately $26 million and $35 million of equipment subject to leases with customers under the Company's MPS arrangements for the years ended December 31, 2021 and December 31, 2020, respectively. Following termination of an MPS arrangement, the Company will place existing equipment at an alternate customer site pursuant to an MPS arrangement, at one of the Company's service centers, or dispose of the equipment. |
Leasing | LEASING Adoption of ASC Topic 842, Leases On January 1, 2019, the Company adopted ASC 842, Leases , the new guidance is inclusive of several amendments and targeted improvements issued in 2018 and early 2019, that replace the existing guidance in ASC 840, Leases . ASC 842 requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases. Both finance leases and operating leases result in the lessee recognizing a ROU asset and a corresponding lease liability. For finance leases the lessee recognizes interest expense and amortization of the ROU asset, and for operating leases the lessee will recognize a straight-line total lease expense. In addition, ASC 842 changes the definition of a lease, which resulted in changes to the classification of certain service contracts with customers to lease arrangements. Upon adoption, the Company applied the transition option, whereby prior comparative periods are not retrospectively presented in the Company’s consolidated financial statements. The Company elected certain additional practical expedients permitted by the new guidance allowing the Company to carry forward historical accounting related to lease identification and classification for existing leases upon adoption. The Company elected, for its equipment asset classes, the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. Leases with an initial term of 12 months or less are not recorded on the Company's consolidated balance sheet. As part of the transition, the Company completed a comprehensive review of its lease portfolio, including significant leases by geography and by asset type that were impacted by the new guidance, and enhanced its controls around leasing. The adoption of ASC 842 resulted in an increase to total assets and liabilities due to the recording of operating lease ROU assets of approximately $46.9 million and operating lease liabilities of approximately $53.7 million, as of January 1, 2019. Finance leases were not impacted by the adoption of ASC 842, as finance lease liabilities and the corresponding ROU assets were already recorded in the balance sheet under the previous guidance, ASC 840. The adoption did not materially impact the Company’s Consolidated Statements of Operations or Cash Flows. Lessee Accounting The Company determines whether an arrangement is a lease at contract inception. The Company's material lease contracts are generally for real estate or print equipment, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. The Company’s leases that are classified as operating leases primarily consist of real estate leases. The Company’s real estate leases contain both lease and non-lease components, which are accounted for separately. The Company’s leases that are classified as finance leases primarily consist of print equipment. Certain print equipment leases have lease and non-lease components, which are accounted for as a single lease component as discussed above. Other than the election to treat the Company's fixed lease payment as a single lease component, the accounting for finance leases will remain unchanged under ASC 842. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets also include any lease payments made and are reduced by any lease incentives received. The lease terms range from one one The tables below present financial information associated with the Company's leases as of, and the years ended, December 31, 2021 and December 31, 2020. Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Right-of-use assets from operating leases $ 29,360 $ 37,859 Finance lease assets Property and equipment 75,094 85,205 Less accumulated depreciation (48,582) (50,550) Property and equipment, net 26,512 34,655 Total lease assets $ 55,872 $ 72,514 Liabilities Current Operating Current portion of operating lease liabilities $ 10,284 $ 12,158 Finance Current portion of long-term finance leases 13,816 17,557 Long-term Operating Long-term portion of operating lease liabilities 24,952 33,561 Finance Long-term portion of finance leases 18,176 24,679 Total lease liabilities $ 67,228 $ 87,955 Classification Year Ended December 31, 2021 December 31, 2020 Operating lease cost Cost of sales $ 13,600 $ 14,341 Selling, general and administrative expenses 2,962 3,601 Total operating lease cost (1)(2) $ 16,562 $ 17,942 Finance lease cost Amortization of leased assets Cost of sales $ 16,039 $ 18,426 Selling, general and administrative expenses 311 329 Interest on lease liabilities Interest expense, net 1,786 2,571 Total finance lease cost 18,136 21,326 Total lease cost $ 34,698 $ 39,268 (1) Includes variable lease costs and short-term lease costs of $3,065 and $255, respectively for the year ended December 31, 2021. (2) Includes variable lease costs and short-term lease costs of $2,774 and $340, respectively for the year ended December 31, 2020. Maturity of lease liabilities (as of December 31, 2021) Operating Leases (1) (2) Finance Leases (3) 2022 $ 12,034 $ 15,004 2023 9,402 10,229 2024 6,411 5,737 2025 5,023 2,221 2026 3,163 995 Thereafter 4,263 76 Total 40,296 34,262 Less amount representing interest 5,060 2,270 Present value of lease liability $ 35,236 $ 31,992 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2021. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2021. In the table above, annual rental payments of $0.5 million for related parties are included in 2022 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. Maturity of lease liabilities (as of December 31, 2020) Operating Leases (1) (2) Finance Leases (3) 2021 $ 14,338 $ 19,187 2022 10,793 13,104 2023 8,812 8,277 2024 6,312 3,875 2025 4,784 684 Thereafter 7,588 7 Total 52,627 45,134 Less amount representing interest 6,908 2,898 Present value of lease liability $ 45,719 $ 42,236 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2020. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2020. In the table above, annual rental payments of $0.5 million for related parties are included in 2021 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) Operating leases 4.3 5.0 Finance leases 2.9 2.9 Weighted average discount rate Operating leases 5.7 % 5.8 % Finance leases 4.7 % 4.9 % Other information Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 15,054 $ 12,842 Operating cash flows from finance leases $ 1,755 $ 1,849 Financing cash flows from finance leases $ 18,369 $ 14,935 Lessor Accounting The Company concluded that certain of its contracts with customers contain leases under the new leasing standard and accordingly should be accounted for as operating leases upon adoption of ASC 842. Specifically, certain of the Company's MPS arrangements, which had previously been accounted for as service revenue under ASC 606, Revenue from Contracts with Customers, are now accounted for as operating leases under ASC 842. The Company's MPS arrangements consists of the placement, management, and optimization of print and imaging equipment in customers' offices, job sites, and other facilities under which the Company is paid a fixed rate per unit for each print produced (per-use), often referred to as a “click charge.” Accordingly, the fixed rate per unit charged to the customer covers the use of the equipment (i.e., the lease component), as well as the additional services performed by the Company as described above (i.e., the non-lease component). Certain of the Company's MPS contracts provide the customer the option to renew or terminate the agreement, which are considered when assessing the lease term. The Company elected the practical expedient to not separate certain lease and non-lease components related to its MPS arrangements, and accounts for the combined component under ASC 842. The pattern of revenue recognition for the Company's MPS revenue has remained substantially unchanged following the adoption of ASC 842. MPS revenue includes $66.5 million of rental income and $5.9 million of service income for the year ended December 31, 2021. MPS revenue includes $72.9 million of rental income and $6.4 million of service income for the year ended December 31, 2020. The Company's property and equipment, net of accumulated depreciation, includes approximately $26 million and $35 million of equipment subject to leases with customers under the Company's MPS arrangements for the years ended December 31, 2021 and December 31, 2020, respectively. Following termination of an MPS arrangement, the Company will place existing equipment at an alternate customer site pursuant to an MPS arrangement, at one of the Company's service centers, or dispose of the equipment. |
Leasing | LEASING Adoption of ASC Topic 842, Leases On January 1, 2019, the Company adopted ASC 842, Leases , the new guidance is inclusive of several amendments and targeted improvements issued in 2018 and early 2019, that replace the existing guidance in ASC 840, Leases . ASC 842 requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases. Both finance leases and operating leases result in the lessee recognizing a ROU asset and a corresponding lease liability. For finance leases the lessee recognizes interest expense and amortization of the ROU asset, and for operating leases the lessee will recognize a straight-line total lease expense. In addition, ASC 842 changes the definition of a lease, which resulted in changes to the classification of certain service contracts with customers to lease arrangements. Upon adoption, the Company applied the transition option, whereby prior comparative periods are not retrospectively presented in the Company’s consolidated financial statements. The Company elected certain additional practical expedients permitted by the new guidance allowing the Company to carry forward historical accounting related to lease identification and classification for existing leases upon adoption. The Company elected, for its equipment asset classes, the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. Leases with an initial term of 12 months or less are not recorded on the Company's consolidated balance sheet. As part of the transition, the Company completed a comprehensive review of its lease portfolio, including significant leases by geography and by asset type that were impacted by the new guidance, and enhanced its controls around leasing. The adoption of ASC 842 resulted in an increase to total assets and liabilities due to the recording of operating lease ROU assets of approximately $46.9 million and operating lease liabilities of approximately $53.7 million, as of January 1, 2019. Finance leases were not impacted by the adoption of ASC 842, as finance lease liabilities and the corresponding ROU assets were already recorded in the balance sheet under the previous guidance, ASC 840. The adoption did not materially impact the Company’s Consolidated Statements of Operations or Cash Flows. Lessee Accounting The Company determines whether an arrangement is a lease at contract inception. The Company's material lease contracts are generally for real estate or print equipment, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. The Company’s leases that are classified as operating leases primarily consist of real estate leases. The Company’s real estate leases contain both lease and non-lease components, which are accounted for separately. The Company’s leases that are classified as finance leases primarily consist of print equipment. Certain print equipment leases have lease and non-lease components, which are accounted for as a single lease component as discussed above. Other than the election to treat the Company's fixed lease payment as a single lease component, the accounting for finance leases will remain unchanged under ASC 842. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets also include any lease payments made and are reduced by any lease incentives received. The lease terms range from one one The tables below present financial information associated with the Company's leases as of, and the years ended, December 31, 2021 and December 31, 2020. Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Right-of-use assets from operating leases $ 29,360 $ 37,859 Finance lease assets Property and equipment 75,094 85,205 Less accumulated depreciation (48,582) (50,550) Property and equipment, net 26,512 34,655 Total lease assets $ 55,872 $ 72,514 Liabilities Current Operating Current portion of operating lease liabilities $ 10,284 $ 12,158 Finance Current portion of long-term finance leases 13,816 17,557 Long-term Operating Long-term portion of operating lease liabilities 24,952 33,561 Finance Long-term portion of finance leases 18,176 24,679 Total lease liabilities $ 67,228 $ 87,955 Classification Year Ended December 31, 2021 December 31, 2020 Operating lease cost Cost of sales $ 13,600 $ 14,341 Selling, general and administrative expenses 2,962 3,601 Total operating lease cost (1)(2) $ 16,562 $ 17,942 Finance lease cost Amortization of leased assets Cost of sales $ 16,039 $ 18,426 Selling, general and administrative expenses 311 329 Interest on lease liabilities Interest expense, net 1,786 2,571 Total finance lease cost 18,136 21,326 Total lease cost $ 34,698 $ 39,268 (1) Includes variable lease costs and short-term lease costs of $3,065 and $255, respectively for the year ended December 31, 2021. (2) Includes variable lease costs and short-term lease costs of $2,774 and $340, respectively for the year ended December 31, 2020. Maturity of lease liabilities (as of December 31, 2021) Operating Leases (1) (2) Finance Leases (3) 2022 $ 12,034 $ 15,004 2023 9,402 10,229 2024 6,411 5,737 2025 5,023 2,221 2026 3,163 995 Thereafter 4,263 76 Total 40,296 34,262 Less amount representing interest 5,060 2,270 Present value of lease liability $ 35,236 $ 31,992 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2021. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2021. In the table above, annual rental payments of $0.5 million for related parties are included in 2022 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. Maturity of lease liabilities (as of December 31, 2020) Operating Leases (1) (2) Finance Leases (3) 2021 $ 14,338 $ 19,187 2022 10,793 13,104 2023 8,812 8,277 2024 6,312 3,875 2025 4,784 684 Thereafter 7,588 7 Total 52,627 45,134 Less amount representing interest 6,908 2,898 Present value of lease liability $ 45,719 $ 42,236 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2020. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2020. In the table above, annual rental payments of $0.5 million for related parties are included in 2021 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) Operating leases 4.3 5.0 Finance leases 2.9 2.9 Weighted average discount rate Operating leases 5.7 % 5.8 % Finance leases 4.7 % 4.9 % Other information Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 15,054 $ 12,842 Operating cash flows from finance leases $ 1,755 $ 1,849 Financing cash flows from finance leases $ 18,369 $ 14,935 Lessor Accounting The Company concluded that certain of its contracts with customers contain leases under the new leasing standard and accordingly should be accounted for as operating leases upon adoption of ASC 842. Specifically, certain of the Company's MPS arrangements, which had previously been accounted for as service revenue under ASC 606, Revenue from Contracts with Customers, are now accounted for as operating leases under ASC 842. The Company's MPS arrangements consists of the placement, management, and optimization of print and imaging equipment in customers' offices, job sites, and other facilities under which the Company is paid a fixed rate per unit for each print produced (per-use), often referred to as a “click charge.” Accordingly, the fixed rate per unit charged to the customer covers the use of the equipment (i.e., the lease component), as well as the additional services performed by the Company as described above (i.e., the non-lease component). Certain of the Company's MPS contracts provide the customer the option to renew or terminate the agreement, which are considered when assessing the lease term. The Company elected the practical expedient to not separate certain lease and non-lease components related to its MPS arrangements, and accounts for the combined component under ASC 842. The pattern of revenue recognition for the Company's MPS revenue has remained substantially unchanged following the adoption of ASC 842. MPS revenue includes $66.5 million of rental income and $5.9 million of service income for the year ended December 31, 2021. MPS revenue includes $72.9 million of rental income and $6.4 million of service income for the year ended December 31, 2020. The Company's property and equipment, net of accumulated depreciation, includes approximately $26 million and $35 million of equipment subject to leases with customers under the Company's MPS arrangements for the years ended December 31, 2021 and December 31, 2020, respectively. Following termination of an MPS arrangement, the Company will place existing equipment at an alternate customer site pursuant to an MPS arrangement, at one of the Company's service centers, or dispose of the equipment. |
Leasing | LEASING Adoption of ASC Topic 842, Leases On January 1, 2019, the Company adopted ASC 842, Leases , the new guidance is inclusive of several amendments and targeted improvements issued in 2018 and early 2019, that replace the existing guidance in ASC 840, Leases . ASC 842 requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases. Both finance leases and operating leases result in the lessee recognizing a ROU asset and a corresponding lease liability. For finance leases the lessee recognizes interest expense and amortization of the ROU asset, and for operating leases the lessee will recognize a straight-line total lease expense. In addition, ASC 842 changes the definition of a lease, which resulted in changes to the classification of certain service contracts with customers to lease arrangements. Upon adoption, the Company applied the transition option, whereby prior comparative periods are not retrospectively presented in the Company’s consolidated financial statements. The Company elected certain additional practical expedients permitted by the new guidance allowing the Company to carry forward historical accounting related to lease identification and classification for existing leases upon adoption. The Company elected, for its equipment asset classes, the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. Leases with an initial term of 12 months or less are not recorded on the Company's consolidated balance sheet. As part of the transition, the Company completed a comprehensive review of its lease portfolio, including significant leases by geography and by asset type that were impacted by the new guidance, and enhanced its controls around leasing. The adoption of ASC 842 resulted in an increase to total assets and liabilities due to the recording of operating lease ROU assets of approximately $46.9 million and operating lease liabilities of approximately $53.7 million, as of January 1, 2019. Finance leases were not impacted by the adoption of ASC 842, as finance lease liabilities and the corresponding ROU assets were already recorded in the balance sheet under the previous guidance, ASC 840. The adoption did not materially impact the Company’s Consolidated Statements of Operations or Cash Flows. Lessee Accounting The Company determines whether an arrangement is a lease at contract inception. The Company's material lease contracts are generally for real estate or print equipment, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. The Company’s leases that are classified as operating leases primarily consist of real estate leases. The Company’s real estate leases contain both lease and non-lease components, which are accounted for separately. The Company’s leases that are classified as finance leases primarily consist of print equipment. Certain print equipment leases have lease and non-lease components, which are accounted for as a single lease component as discussed above. Other than the election to treat the Company's fixed lease payment as a single lease component, the accounting for finance leases will remain unchanged under ASC 842. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets also include any lease payments made and are reduced by any lease incentives received. The lease terms range from one one The tables below present financial information associated with the Company's leases as of, and the years ended, December 31, 2021 and December 31, 2020. Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Right-of-use assets from operating leases $ 29,360 $ 37,859 Finance lease assets Property and equipment 75,094 85,205 Less accumulated depreciation (48,582) (50,550) Property and equipment, net 26,512 34,655 Total lease assets $ 55,872 $ 72,514 Liabilities Current Operating Current portion of operating lease liabilities $ 10,284 $ 12,158 Finance Current portion of long-term finance leases 13,816 17,557 Long-term Operating Long-term portion of operating lease liabilities 24,952 33,561 Finance Long-term portion of finance leases 18,176 24,679 Total lease liabilities $ 67,228 $ 87,955 Classification Year Ended December 31, 2021 December 31, 2020 Operating lease cost Cost of sales $ 13,600 $ 14,341 Selling, general and administrative expenses 2,962 3,601 Total operating lease cost (1)(2) $ 16,562 $ 17,942 Finance lease cost Amortization of leased assets Cost of sales $ 16,039 $ 18,426 Selling, general and administrative expenses 311 329 Interest on lease liabilities Interest expense, net 1,786 2,571 Total finance lease cost 18,136 21,326 Total lease cost $ 34,698 $ 39,268 (1) Includes variable lease costs and short-term lease costs of $3,065 and $255, respectively for the year ended December 31, 2021. (2) Includes variable lease costs and short-term lease costs of $2,774 and $340, respectively for the year ended December 31, 2020. Maturity of lease liabilities (as of December 31, 2021) Operating Leases (1) (2) Finance Leases (3) 2022 $ 12,034 $ 15,004 2023 9,402 10,229 2024 6,411 5,737 2025 5,023 2,221 2026 3,163 995 Thereafter 4,263 76 Total 40,296 34,262 Less amount representing interest 5,060 2,270 Present value of lease liability $ 35,236 $ 31,992 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2021. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2021. In the table above, annual rental payments of $0.5 million for related parties are included in 2022 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. Maturity of lease liabilities (as of December 31, 2020) Operating Leases (1) (2) Finance Leases (3) 2021 $ 14,338 $ 19,187 2022 10,793 13,104 2023 8,812 8,277 2024 6,312 3,875 2025 4,784 684 Thereafter 7,588 7 Total 52,627 45,134 Less amount representing interest 6,908 2,898 Present value of lease liability $ 45,719 $ 42,236 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2020. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2020. In the table above, annual rental payments of $0.5 million for related parties are included in 2021 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) Operating leases 4.3 5.0 Finance leases 2.9 2.9 Weighted average discount rate Operating leases 5.7 % 5.8 % Finance leases 4.7 % 4.9 % Other information Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 15,054 $ 12,842 Operating cash flows from finance leases $ 1,755 $ 1,849 Financing cash flows from finance leases $ 18,369 $ 14,935 Lessor Accounting The Company concluded that certain of its contracts with customers contain leases under the new leasing standard and accordingly should be accounted for as operating leases upon adoption of ASC 842. Specifically, certain of the Company's MPS arrangements, which had previously been accounted for as service revenue under ASC 606, Revenue from Contracts with Customers, are now accounted for as operating leases under ASC 842. The Company's MPS arrangements consists of the placement, management, and optimization of print and imaging equipment in customers' offices, job sites, and other facilities under which the Company is paid a fixed rate per unit for each print produced (per-use), often referred to as a “click charge.” Accordingly, the fixed rate per unit charged to the customer covers the use of the equipment (i.e., the lease component), as well as the additional services performed by the Company as described above (i.e., the non-lease component). Certain of the Company's MPS contracts provide the customer the option to renew or terminate the agreement, which are considered when assessing the lease term. The Company elected the practical expedient to not separate certain lease and non-lease components related to its MPS arrangements, and accounts for the combined component under ASC 842. The pattern of revenue recognition for the Company's MPS revenue has remained substantially unchanged following the adoption of ASC 842. MPS revenue includes $66.5 million of rental income and $5.9 million of service income for the year ended December 31, 2021. MPS revenue includes $72.9 million of rental income and $6.4 million of service income for the year ended December 31, 2020. The Company's property and equipment, net of accumulated depreciation, includes approximately $26 million and $35 million of equipment subject to leases with customers under the Company's MPS arrangements for the years ended December 31, 2021 and December 31, 2020, respectively. Following termination of an MPS arrangement, the Company will place existing equipment at an alternate customer site pursuant to an MPS arrangement, at one of the Company's service centers, or dispose of the equipment. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The following table includes the consolidated income tax provision for federal, state, and foreign income taxes related to the Company’s total earnings before taxes for 2021 and 2020: Year Ended December 31, 2021 2020 Current: Federal $ — $ (45) State 38 59 Foreign 179 208 217 222 Deferred: Federal 3,245 2,089 State 985 330 Foreign (266) 108 3,964 2,527 Income tax provision $ 4,181 $ 2,749 The Company's foreign (loss) earnings before taxes were $(1.3) million and $0.9 million for 2021 and 2020, respectively. The Company’s US earnings before taxes were $14.4 million and $7.6 million for 2021 and 2020, respectively. The consolidated deferred tax assets and liabilities consist of the following: December 31, 2021 2020 Deferred tax assets: Financial statement accruals not currently deductible $ 2,237 $ 2,113 Social security tax deferral 316 699 Accrued vacation 753 678 Deferred revenue, net 32 42 Fixed assets 4,433 3,595 Right of use operating lease liabilities 9,067 12,154 Goodwill and other identifiable intangibles 2,127 4,521 Stock-based compensation 2,865 2,850 Federal tax net operating loss carryforward 16,142 16,718 State tax net operating loss carryforward, net 5,594 5,765 Foreign tax net operating loss carryforward 943 659 Tax credits, net 1,681 1,681 Gross deferred tax assets 46,190 51,475 Less: valuation allowance (2,421) (2,092) Net deferred tax assets $ 43,769 $ 49,383 Deferred tax liabilities: Goodwill $ (23,015) $ (22,394) Right of use assets (7,461) (9,728) Net deferred tax assets $ 13,293 $ 17,261 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 Statutory federal income tax rate 21 % 21 % State taxes, net of federal benefit 6 6 Foreign taxes 1 2 Valuation allowance 2 (2) Non-deductible expenses and other — 1 Section 162(m) limitation 1 1 Stock based compensation 1 4 Discrete items for federal, state and foreign taxes — (2) Global intangible low taxed income — 1 Effective income tax rate 32 % 32 % 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. The Company utilizes a rolling three years of actual and current year anticipated results as the primary measure of cumulative income/losses in recent years, as adjusted for 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. The Company has a $2.4 million valuation allowance against certain deferred tax assets as of December 31, 2021. Based on the Company’s current assessment, the remaining net deferred tax assets as of December 31, 2021 are considered more likely than not to be realized. The valuation allowance of $2.4 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 depends on future taxable income, reversals of existing taxable temporary differences or through a loss carry back. As of December 31, 2021, the Company had approximately $76.9 million of consolidated federal, $90.8 million of state and $4.7 million of foreign net operating loss carryforwards available to offset future taxable income, respectively. Certain federal net operating loss carryforwards will begin to expire in varying amounts between 2031 and 2037. Certain state net operating loss carryforwards that began to expire in varying amounts between 2021 and 2041. The foreign net operating loss carryforwards begin to expire in varying amounts beginning in 2022. As of December 31, 2021, the Company had approximately $2.0 million of foreign and certain state tax credit carryforwards which will begin to expire in varying amounts between 2023 and 2024. The Company and some of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2017. |
Employee Stock Purchase Plan an
Employee Stock Purchase Plan and Stock Plan | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Stock Purchase Plan and Stock Plan | EMPLOYEE STOCK PURCHASE PLAN AND STOCK PLAN Employee Stock Purchase Plan Under the Company’s Employee Stock Purchase Plan (the “ESPP”) eligible employees may purchase up to a calendar year maximum per eligible employee of the lesser of (i) 2,500 shares of common stock, or (ii) a number of shares of common stock having an aggregate fair market value of $25 thousand as determined on the date of purchase at 85% of the fair market value of such shares of common stock on the applicable purchase date. The compensation expense in connection with the ESPP in 2021 and 2020, was $9 thousand and $11 thousand, respectively. Employees purchased the following shares in the periods presented: Year Ended December 31, 2021 2020 Shares purchased 34 93 Average price per share $ 1.80 $ 0.72 Stock Plan On April 29, 2021, the Company's shareholders approved the Company's 2021 Incentive Plan, replacing the 2014 Stock Incentive Plan, as amended, which is the only equity incentive plan under which the Company can currently grant equity incentive awards. The 2021 Incentive 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 Company's Stock Plan authorizes the Company to issue up to 3.5 million shares plus such additional number of shares of common stock (up to 6,132,593 shares) as is equal to the number of shares of common stock subject to awards granted under the 2014 Incentive Plan and the Company's 2005 Stock Plan, which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company pursuant to a contractual repurchase right. At December 31, 2021, 2.6 million shares remain available for issuance under the Stock Plan. Stock options granted under the Company's 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 During 2021 and 2020, the Company granted options to acquire a total of 688 thousand shares and 535 thousand shares, respectively, 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. The granted stock options vest annually over three The following is a further breakdown of the stock option activity under the Stock Plan: Shares Weighted Weighted Aggregate Outstanding at December 31, 2019 4,907 $ 4.06 Granted 535 $ 1.27 Exercised — $ — Forfeited/Canceled (230) $ 4.31 Outstanding at December 31, 2020 5,212 $ 3.77 Granted 688 $ 2.22 Exercised (165) $ 2.30 Forfeited/Canceled (273) $ 4.90 Outstanding at December 31, 2021 5,462 $ 3.56 4.52 $ 4,307 Vested or expected to vest at December 31, 2021 5,462 $ 3.56 4.52 $ 4,307 Exercisable at December 31, 2021 4,166 $ 4.06 3.30 $ 2,321 The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing stock price on December 31, 2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all the option holders exercised their options on December 31, 2021. This amount changes based on the fair market value of the common stock. Total intrinsic value of options exercised during the year ended December 31, 2021 was $136 thousand. There were no options exercised during the year ended 2020. A summary of the Company’s non-vested stock options as of December 31, 2021, and changes during the year then ended is as follows: Weighted Non-vested Options Shares Fair Market Value per Share Non-vested at December 31, 2020 1,195 $ 0.99 Granted 688 $ 1.14 Vested (537) $ 1.11 Forfeited/Canceled (46) $ 1.20 Non-vested at December 31, 2021 1,300 $ 1.01 The following table summarizes certain information concerning outstanding options at December 31, 2021: Range of Exercise Price per Share Options Outstanding at $1.14 – $2.70 3,428 $3.65 – $4.75 765 $5.37 – $7.19 889 $8.89 – $9.09 380 $1.14 – $9.09 5,462 Restricted Stock In 2021, the Company granted 850 thousand shares of restricted stock awards to certain key employees with a deemed issuance price per share equal to the closing price of the Company's common stock on the date the restricted stock was granted. These restricted stock awards vest annually over three years from the grant date. In addition, the Company granted approximately 28 thousand shares of restricted stock awards to each of the Company's four non-employee members of its board of directors with a deemed issuance price per share equal to the closing price of the Company's common stock on the date the restricted stock was granted. In 2020, the Company granted 35 thousand shares of restricted stock to each of the Company's four 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. A summary of the Company’s non-vested restricted stock as of December 31, 2021, and changes during the year then ended is as follows: Weighted Non-vested Restricted Stock Shares Fair Market Value per Share Non-vested at December 31, 2020 549 $ 2.02 Granted 963 $ 2.08 Vested (398) $ 1.85 Forfeited/Canceled — $ — Non-vested at December 31, 2021 1,114 $ 2.13 The total fair value of restricted stock awards vested during the years ended December 31, 2021 and 2020 was $0.9 million and $0.5 million, respectively. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANSThe Company sponsors a 401(k) Plan, which covers substantially all employees of the Company who have attained age 21. Under the Company’s 401(k) Plan, eligible employees may contribute up to 75% of their annual eligible compensation (or in the case of highly compensated employees, up to 6% of their annual eligible compensation), subject to contribution limitations imposed by the Internal Revenue Service. The Company matches 20% of an employee’s contributions, up to a total of 4% of that employee’s compensation. An independent third party administers the Company’s 401(k) Plan. The Company's total expense under these plans amounted to $0.4 million and $0.3 million annually during 2021 and 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
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 consolidated financial statements as of and for the year ended December 31, 2021 and 2020: Significant Other Unobservable Inputs December 31, 2021 December 31, 2020 Level 3 Total Losses Level 3 Total Losses Nonrecurring Fair Value Measure Goodwill $ 121,051 $ — $ 121,051 $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis and relies on historical experience and various other factors that it believes to be reasonable under the circumstances to determine such estimates. Actual results could differ from those estimates and such differences may be material to the Consolidated Financial Statements. |
Risk And Uncertainties | Risk and Uncertainties The Company generates a significant portion of its revenue across all of its products and services from 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, all of which have been amplified due to the COVID-19 pandemic. Reduced activity (relative to historic levels) in the AEC/O industry would diminish demand for all 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 expand the market and industries it services and increase sales of a variety of service offerings that utilize ARC's existing production methods and infrastructure, but 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. |
Cash Equivalents | Cash Equivalents Cash equivalents include demand deposits and short-term investments with a maturity of three months or less when purchased. The Company maintains its cash deposits at numerous banks located throughout the United States, Canada, India, Australia, United Arab Emirates, the United Kingdom and China, which at times, may exceed federally insured limits. UDS, the Company’s joint venture in China, held $15.4 million and $14.9 million of the Company’s cash and cash equivalents as of December 31, 2021 and 2020, respectively. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on cash and cash equivalents. |
Concentrations of Credit Risk and Significant Vendors | Concentrations of Credit Risk and Significant Vendors Concentrations of credit risk with respect to trade receivables are limited due to a large, diverse customer base. No individual customer represented more than 2.5% of net sales during 2021 and 2020. The Company has geographic concentration risk as sales in California, as a percent of total sales, were approximately 33% and 32% for 2021 and 2020, respectively. |
Allowance for Doubtful Accounts | Allowance for Doubtful AccountsThe Company performs periodic credit evaluations of the financial condition of its customers, monitors collections and payments from customers, and generally does not require collateral. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company writes off an account when it is considered uncollectible. The Company estimates the allowance for doubtful accounts based on historical experience, aging of accounts receivable, and information regarding the credit worthiness of its customers. Additionally, the Company provides an allowance for returns and discounts based on historical experience. |
Inventories | InventoriesInventories are valued at the lower of cost (determined on a first-in, first-out basis; or average cost) or net realizable value. Inventories primarily consist of materials for use and resale in digital printing, and equipment for resale. On an ongoing basis, inventories are reviewed and adjusted for estimated obsolescence or unmarketable inventories to reflect the lower of cost or net realizable value. Charges to increase inventory reserves are recorded as an increase in cost of sales. |
Income Taxes | Income Taxes Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. Changes in tax laws or accounting standards and methods may affect recorded deferred taxes in future periods. When establishing a valuation allowance, the Company considers future sources of taxable income such as future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards and tax planning strategies. A tax planning strategy is an action that: is prudent and feasible; an enterprise ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused; and would result in realization of deferred tax assets. In the event the Company determines that its deferred tax assets, more likely than not, will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. The Company has a $2.4 million valuation allowance against certain deferred tax assets as of December 31, 2021. In future quarters the Company will continue to evaluate its historical results for the preceding twelve quarters and its future projections to determine whether the Company will generate sufficient taxable income to utilize its deferred tax assets, and whether a valuation allowance is required. The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. Income taxes have not been provided on certain undistributed earnings of foreign subsidiaries because such earnings are considered to be permanently reinvested. |
Property and Equipment | Property and Equipment, net Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, as follows: Buildings 10-20 years Leasehold improvements 10-20 years or lease term, if shorter Machinery and equipment 3-7 years Furniture and fixtures 3-7 years Assets acquired under capital lease arrangements are included in machinery and equipment, are recorded at the present value of the minimum lease payments, and are depreciated using the straight-line method over the life of the asset or term of the lease, whichever is shorter. Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. Gains or losses on the sale or disposal of property and equipment are reflected in operating income. The Company accounts for software costs developed for internal use in accordance with ASC 350-40, Intangibles – Goodwill and Other, |
Software to be sold, leased, or otherwise marketed | Software development costs for products intended to be sold, leased or otherwise marketed are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until the product is available for general release to customers. Technological feasibility is established when a product design and working model have been completed and the completeness of the working model and its consistency with the product design have been confirmed by testing. To date, the establishment of technological feasibility of the Company’s products and general release of such software have substantially coincided. Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Technological feasibility is established upon the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. To date, costs and time incurred between the establishment of technological feasibility and product release have not been material, and all software development costs have been charged to research and development expense in our consolidated statements of comprehensive income (loss). |
Impairment of Long-Lived Assets | Impairment of 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. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets In accordance with ASC 350, Intangibles - Goodwill and Other , the Company assesses goodwill for impairment annually as of September 30, and more frequently if events and circumstances indicate that goodwill might be impaired. Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. In 2017, the Company elected to early-adopt ASU 2017-04 which simplifies subsequent goodwill measurement by eliminating step two from the goodwill impairment test. 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. 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 level of judgement and estimation is inherently higher in the current environment considering the uncertainty created by the COVID-19 pandemic. The Company has evaluated numerous factors disrupting its business and made significant assumptions which include the severity and duration of the business disruption, the timing and degree of economic recovery and the combined effect of these assumptions on the Company's future operating results and cash flows. Other intangible assets that have finite lives are amortized over their useful lives. Customer relationships are amortized using the accelerated method, based on customer attrition rates, over their estimated useful lives of 13 (weighted average) years. |
Deferred Financing Costs | Deferred Financing CostsDirect costs incurred in connection with debt agreements are recorded as incurred and amortized based on the effective interest method for the Company's borrowings under its credit agreement with U.S. Bank National Association, dated April 22, 2021 (the "2021 Credit Agreement"). |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments for disclosure purposes: Cash equivalents: Cash equivalents are time deposits with maturity of three months or less when purchased, which are highly liquid and readily convertible to cash. Cash equivalents reported in the Company’s Consolidated Balance Sheet were $13.8 million and $13.2 million as of December 31, 2021 and 2020, respectively, and are carried at cost and approximate fair value due to the relatively short period to maturity of these instruments. |
Insurance Liability | Insurance Liability The Company maintains a high deductible insurance policy for a significant portion of its risks and associated liabilities with respect to workers’ compensation. The Company’s deductible is $250 thousand per individual. The accrued liabilities associated with this program are based on the Company’s estimate of the ultimate costs to settle known claims, as well as claims incurred but not yet reported to the Company, as of the balance sheet date. The Company’s estimated liability is not discounted and is based upon an actuarial report obtained from a third party. The actuarial report uses information provided by the Company’s insurance brokers and insurers, combined with the Company’s judgments regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation, and the Company’s claims settlement practices. The Company is self-insured for healthcare benefits provided to certain employees in the United States, with a stop-loss at $250 thousand per individual. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. The Company’s results could be materially affected by claims and other expenses related to such plans if future occurrences and claims differ from these assumptions and historical trends. Other employees are covered by other fully-insured healthcare benefit plans. |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company estimates potential future loss accruals related to legal, workers’ compensation, healthcare, tax and other contingencies. These accruals require management’s judgment on the outcome of various events based on the best available information. However, due to changes in facts and circumstances, the ultimate outcomes could differ from management’s estimates. |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration that the Company is expected to be entitled to in exchange for those goods or services. The Company applied practical expedients related to unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Digital Printing consists of professional services and software services to (i) re-produce and distribute large-format and small-format documents in either black and white or color (“Ordered Prints”) and (ii) specialized graphic color printing. Substantially, all of the Company’s revenue from Digital Printing comes from professional services to re-produce Ordered Prints. Sales of Ordered Prints are initiated through a customer order or quote and are governed by established terms and conditions agreed upon at the onset of the customer relationship. Revenue is recognized when the performance obligation under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of the re-produced Ordered Prints. Transfer of control occurs at a specific point-in-time, when the Ordered Prints are delivered to the customer’s site or handed to the customer for walk in orders. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Taxes collected concurrent with revenue-producing activities are excluded from revenue. MPS consists of placement, management, and optimization of print and imaging equipment in the customers' offices, job sites, and other facilities. MPS relieves the Company’s customers of the burden of purchasing print equipment and related supplies and maintaining print devices and print networks, and shifts their costs to a “per-use” basis. MPS is supported by the Company's hosted proprietary technology, Abacus ® , which allows customers to capture, control, manage, print, and account for their documents. Under its MPS contracts, the Company is paid a fixed rate per unit for each print produced (per-use), often referred to as a “click charge”. MPS sales are driven by the ongoing print needs of the Company’s customers at their facilities. Upon the issuance of ASC 842, Leases, the Company concluded that certain of its MPS arrangements, which had previously been accounted for as service revenue under ASC 606, Revenue from Contracts with Customers, are accounted for as operating leases under ASC 842. The pattern of revenue recognition for the Company's MPS revenue has remained substantially unchanged following the adoption of ASC 842. See Note 7, Leasing, for additional information. Scanning and Digital Imaging, combines software and professional services to facilitate the capture, management, access and retrieval of documents and information that have been produced in the past. Scanning and Digital Imaging includes the Company's hosted SKYSITE ® software and ARC Facilities solution to organize, search and retrieve documents, as well as the provision of services that include the capture and conversion of hardcopy and electronic documents into digital files (“Scanned Documents”), and their cloud-based storage and maintenance. Sales of Scanning and Digital Imaging professional services, which represent substantially all revenue for the business line, are initiated through a customer order or proposal and are governed by established terms and conditions agreed upon at the onset of the customer relationship. Revenue is recognized when the performance obligation under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of the digital files. Transfer of control occurs at a specific point-in-time, when the Scanned Documents are delivered to the customer either through SKYSITE, ARC Facilities, or through other electronic media. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Taxes collected concurrent with revenue-producing activities are excluded from revenue. Equipment and Supplies sales consist of reselling printing, imaging, and related equipment (“Goods”) to customers primarily in architectural, engineering and construction firms. Sales of Equipment and Supplies are initiated through a customer order and are governed by established terms and conditions agreed upon at the onset of the customer relationship. Revenue is recognized when the performance obligations under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of the Goods. Transfer of control occurs at a specific point-in-time, when the Goods are delivered to the customer’s site. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Taxes collected concurrent with revenue-producing activities are excluded from revenue. The Company has experienced minimal customer returns or refunds and does not offer a warranty on equipment that it is reselling. The Company has established contractual pricing for certain large national customer accounts (“Global Solutions”). These contracts generally establish uniform pricing at all operating segments for Global Solutions. Revenues earned from the Company’s Global Solutions are recognized in the same manner as non-Global Solutions revenues. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company’s comprehensive income (loss) includes foreign currency translation adjustments, net of taxes. Asset and liability accounts of international operations are translated into the Company’s functional currency, U.S. dollars, at current rates. Revenues and expenses are translated at the average currency rate for the fiscal year. |
Segment and Geographic Reporting | Segment and Geographic Reporting The provisions of ASC 280, Segment Reporting , require public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on the various business activities that earn revenue and incur expense 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. |
Advertising and Shipping and Handling Costs | Advertising and Shipping and Handling Costs Advertising costs are expensed as incurred and approximated $0.6 million and $0.7 million during 2021 and 2020, respectively. Shipping and handling costs incurred by the Company are included in cost of sales. |
Stock-Based Compensation | Stock-Based CompensationThe Company applies the Black-Scholes valuation model in determining the fair value of share-based payments to employees, which is then amortized on a straight-line basis over the requisite service period. |
Research and Development Expenses | Research and Development ExpensesResearch and development activities relate to costs associated with the design and testing of new technology or enhancements and maintenance to existing technology. Such costs are expensed as incurred are primarily recorded to cost of sales. |
Noncontrolling Interest | Noncontrolling Interest The Company accounted for its investment in UNIS Document Solutions Co. Ltd., (“UDS”) under the purchase method of accounting, in accordance with ASC 805, Business Combinations |
Sales Taxes | Sales Taxes The Company bills sales taxes, as applicable, to its customers. The Company acts as an agent and bills, collects, and remits the sales tax to the proper government jurisdiction. The sales taxes are accounted for on a net basis, and therefore are not included as part of the Company’s revenue. |
Earnings Per Share | Earnings Per Share The Company accounts for earnings per share in accordance with ASC 260, Earnings Per Share. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Loss (Topic 326) (“ASU 2016-13”), which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model ("CECL") will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU 2016-13 must be adopted on a modified-retrospective approach. This update was effective for fiscal years beginning after December 15, 2020 including interim periods within those fiscal years. In October 2019, the FASB approved an extension for all non-SEC filers, including small reporting companies, to extend the effective date to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Therefore, the effective date for this update will be January 1, 2023. The Company is currently evaluating the potential impact of the adoption of the new standard on its consolidated statements of financial condition and results of operations. In November 2021, the FASB issued Accounting Standards Update No. 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (ASU No. 2021-10”), which increases the transparency of government assistance received by business entities, including disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. ASU No. 2021-10 is effective for annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact that adopting ASU No. 2021-10 but does not currently expect a material impact on the Company’s consolidated financial statements. Adoption of ASC Topic 842, Leases On January 1, 2019, the Company adopted ASC 842, Leases , the new guidance is inclusive of several amendments and targeted improvements issued in 2018 and early 2019, that replace the existing guidance in ASC 840, Leases . ASC 842 requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases. Both finance leases and operating leases result in the lessee recognizing a ROU asset and a corresponding lease liability. For finance leases the lessee recognizes interest expense and amortization of the ROU asset, and for operating leases the lessee will recognize a straight-line total lease expense. In addition, ASC 842 changes the definition of a lease, which resulted in changes to the classification of certain service contracts with customers to lease arrangements. |
Lessee Accounting | Lessee Accounting The Company determines whether an arrangement is a lease at contract inception. The Company's material lease contracts are generally for real estate or print equipment, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. The Company’s leases that are classified as operating leases primarily consist of real estate leases. The Company’s real estate leases contain both lease and non-lease components, which are accounted for separately. The Company’s leases that are classified as finance leases primarily consist of print equipment. Certain print equipment leases have lease and non-lease components, which are accounted for as a single lease component as discussed above. Other than the election to treat the Company's fixed lease payment as a single lease component, the accounting for finance leases will remain unchanged under ASC 842. one one |
Lessor Accounting | Lessor Accounting The Company concluded that certain of its contracts with customers contain leases under the new leasing standard and accordingly should be accounted for as operating leases upon adoption of ASC 842. Specifically, certain of the Company's MPS arrangements, which had previously been accounted for as service revenue under ASC 606, Revenue from Contracts with Customers, are now accounted for as operating leases under ASC 842. The Company's MPS arrangements consists of the placement, management, and optimization of print and imaging equipment in customers' offices, job sites, and other facilities under which the Company is paid a fixed rate per unit for each print produced (per-use), often referred to as a “click charge.” Accordingly, the fixed rate per unit charged to the customer covers the use of the equipment (i.e., the lease component), as well as the additional services performed by the Company as described above (i.e., the non-lease component). Certain of the Company's MPS contracts provide the customer the option to renew or terminate the agreement, which are considered when assessing the lease term. The Company elected the practical expedient to not separate certain lease and non-lease components related to its MPS arrangements, and accounts for the combined component under ASC 842. The pattern of revenue recognition for the Company's MPS revenue has remained substantially unchanged following the adoption of ASC 842. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The allowance for doubtful accounts activity was as follows: Balance at Charges to Deductions (1) Balance at Year ended December 31, 2021 Allowance for accounts receivable $ 2,357 $ 221 $ (474) $ 2,104 Year ended December 31, 2020 Allowance for accounts receivable $ 2,099 $ 932 $ (674) $ 2,357 (1) Deductions represent uncollectible accounts written-off net of recoveries. |
Schedule of Useful Lives of Property and Equipment | Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, as follows: Buildings 10-20 years Leasehold improvements 10-20 years or lease term, if shorter Machinery and equipment 3-7 years Furniture and fixtures 3-7 years Property and equipment, net consist of the following: December 31, 2021 2020 Machinery and equipment $ 249,482 $ 252,613 Buildings and leasehold improvements 22,883 22,397 Furniture and fixtures 2,591 2,654 274,956 277,664 Less accumulated depreciation (229,803) (219,834) $ 45,153 $ 57,830 |
Schedule of Net Sales of Principal Services and Products | Net sales of the Company’s principal services and products were as follows: Year Ended December 31, 2021 2020 Service Sales Digital Printing $ 166,694 $ 175,532 MPS 72,434 79,321 Scanning and Digital Imaging 14,458 12,306 Total services sales 253,586 267,159 Equipment and Supplies Sales 18,622 22,308 Total net sales $ 272,208 $ 289,467 |
Schedule of Segment and Geographic Reporting | See table below for revenues and property and equipment, net, attributable to the Company’s U.S. operations and foreign operations. Year Ended December 31, 2021 2020 U.S. Foreign Total U.S. Foreign Total Revenues from external customers $ 241,719 $ 30,489 $ 272,208 $ 253,179 $ 36,288 $ 289,467 Property and equipment, net $ 39,584 $ 5,569 $ 45,153 $ 51,058 $ 6,772 $ 57,830 |
Schedule of Weighted Average Assumptions for Stock-Based Compensation | The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted average assumptions for 2021 and 2020: Year Ended December 31, 2021 2020 Weighted average assumptions used: Risk free interest rate 0.7 % 1.5 % Expected volatility 62.6 % 52.2 % Expected dividend yield 1.5 % 1.2 % |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted weighted average common shares outstanding were calculated as follows for 2021 and 2020: Year Ended December 31, 2021 2020 Weighted average common shares outstanding during the period — basic 42,164 42,925 Effect of dilutive stock awards 568 96 Weighted average common shares outstanding during the period — diluted 42,732 43,021 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amount of goodwill from January 1, 2020 through December 31, 2021 is summarized as follows: Gross Accumulated Net January 1, 2020 $ 405,558 $ 284,507 $ 121,051 December 31, 2020 $ 405,558 $ 284,507 $ 121,051 December 31, 2021 $ 405,558 $ 284,507 $ 121,051 |
Schedule of Other Intangible Assets Resulting from Business Acquisitions | The following table sets forth the Company’s other intangible assets resulting from business acquisitions as of December 31, 2021 and 2020 which continue to be amortized: December 31, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Amortizable other intangible assets Customer relationships $ 99,446 $ 99,371 $ 75 $ 99,425 $ 99,191 $ 234 Trade names and trademarks 20,344 20,094 250 20,325 20,044 281 $ 119,790 $ 119,465 $ 325 $ 119,750 $ 119,235 $ 515 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense of other intangible assets for each of the next five fiscal years and thereafter are as follows: 2022 $ 104 2023 45 2024 43 2025 39 2026 38 Thereafter 56 $ 325 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, as follows: Buildings 10-20 years Leasehold improvements 10-20 years or lease term, if shorter Machinery and equipment 3-7 years Furniture and fixtures 3-7 years Property and equipment, net consist of the following: December 31, 2021 2020 Machinery and equipment $ 249,482 $ 252,613 Buildings and leasehold improvements 22,883 22,397 Furniture and fixtures 2,591 2,654 274,956 277,664 Less accumulated depreciation (229,803) (219,834) $ 45,153 $ 57,830 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following: December 31, 2021 2020 Revolving Loans; 1.7% and 2.2% interest rate at December 31, 2021 and 2020, respectively 46,250 55,000 Various finance leases; weighted average interest rate of 4.7% and 4.9% at December 31, 2021 and 2020, respectively; principal and interest payable monthly through November 2027 31,992 42,236 78,242 97,236 Less current portion (13,816) (17,557) $ 64,426 $ 79,679 |
Leasing (Tables)
Leasing (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Financial Information Associated with Leases | The tables below present financial information associated with the Company's leases as of, and the years ended, December 31, 2021 and December 31, 2020. Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Right-of-use assets from operating leases $ 29,360 $ 37,859 Finance lease assets Property and equipment 75,094 85,205 Less accumulated depreciation (48,582) (50,550) Property and equipment, net 26,512 34,655 Total lease assets $ 55,872 $ 72,514 Liabilities Current Operating Current portion of operating lease liabilities $ 10,284 $ 12,158 Finance Current portion of long-term finance leases 13,816 17,557 Long-term Operating Long-term portion of operating lease liabilities 24,952 33,561 Finance Long-term portion of finance leases 18,176 24,679 Total lease liabilities $ 67,228 $ 87,955 |
Schedule of Lease Cost | Classification Year Ended December 31, 2021 December 31, 2020 Operating lease cost Cost of sales $ 13,600 $ 14,341 Selling, general and administrative expenses 2,962 3,601 Total operating lease cost (1)(2) $ 16,562 $ 17,942 Finance lease cost Amortization of leased assets Cost of sales $ 16,039 $ 18,426 Selling, general and administrative expenses 311 329 Interest on lease liabilities Interest expense, net 1,786 2,571 Total finance lease cost 18,136 21,326 Total lease cost $ 34,698 $ 39,268 (1) Includes variable lease costs and short-term lease costs of $3,065 and $255, respectively for the year ended December 31, 2021. (2) Includes variable lease costs and short-term lease costs of $2,774 and $340, respectively for the year ended December 31, 2020. December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) Operating leases 4.3 5.0 Finance leases 2.9 2.9 Weighted average discount rate Operating leases 5.7 % 5.8 % Finance leases 4.7 % 4.9 % Other information Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 15,054 $ 12,842 Operating cash flows from finance leases $ 1,755 $ 1,849 Financing cash flows from finance leases $ 18,369 $ 14,935 |
Schedule of Operating Lease Liability Maturity | Maturity of lease liabilities (as of December 31, 2021) Operating Leases (1) (2) Finance Leases (3) 2022 $ 12,034 $ 15,004 2023 9,402 10,229 2024 6,411 5,737 2025 5,023 2,221 2026 3,163 995 Thereafter 4,263 76 Total 40,296 34,262 Less amount representing interest 5,060 2,270 Present value of lease liability $ 35,236 $ 31,992 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2021. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2021. In the table above, annual rental payments of $0.5 million for related parties are included in 2022 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. Maturity of lease liabilities (as of December 31, 2020) Operating Leases (1) (2) Finance Leases (3) 2021 $ 14,338 $ 19,187 2022 10,793 13,104 2023 8,812 8,277 2024 6,312 3,875 2025 4,784 684 Thereafter 7,588 7 Total 52,627 45,134 Less amount representing interest 6,908 2,898 Present value of lease liability $ 45,719 $ 42,236 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2020. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2020. In the table above, annual rental payments of $0.5 million for related parties are included in 2021 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. |
Schedule of Financing Lease Liability Maturity | Maturity of lease liabilities (as of December 31, 2021) Operating Leases (1) (2) Finance Leases (3) 2022 $ 12,034 $ 15,004 2023 9,402 10,229 2024 6,411 5,737 2025 5,023 2,221 2026 3,163 995 Thereafter 4,263 76 Total 40,296 34,262 Less amount representing interest 5,060 2,270 Present value of lease liability $ 35,236 $ 31,992 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2021. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2021. In the table above, annual rental payments of $0.5 million for related parties are included in 2022 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. Maturity of lease liabilities (as of December 31, 2020) Operating Leases (1) (2) Finance Leases (3) 2021 $ 14,338 $ 19,187 2022 10,793 13,104 2023 8,812 8,277 2024 6,312 3,875 2025 4,784 684 Thereafter 7,588 7 Total 52,627 45,134 Less amount representing interest 6,908 2,898 Present value of lease liability $ 45,719 $ 42,236 (1) Reflects payments for non-cancelable operating leases with initial terms of one year or more as of December 31, 2020. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. (2) The Company leased several of its facilities under lease agreements with entities owned by certain of its current and former executive officers which expire through December 2023. The rental payments on these facilities amounted to $0.5 million during 2020. In the table above, annual rental payments of $0.5 million for related parties are included in 2021 through 2023. (3) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The following table includes the consolidated income tax provision for federal, state, and foreign income taxes related to the Company’s total earnings before taxes for 2021 and 2020: Year Ended December 31, 2021 2020 Current: Federal $ — $ (45) State 38 59 Foreign 179 208 217 222 Deferred: Federal 3,245 2,089 State 985 330 Foreign (266) 108 3,964 2,527 Income tax provision $ 4,181 $ 2,749 |
Schedule of Deferred Tax Assets and Liabilities | The consolidated deferred tax assets and liabilities consist of the following: December 31, 2021 2020 Deferred tax assets: Financial statement accruals not currently deductible $ 2,237 $ 2,113 Social security tax deferral 316 699 Accrued vacation 753 678 Deferred revenue, net 32 42 Fixed assets 4,433 3,595 Right of use operating lease liabilities 9,067 12,154 Goodwill and other identifiable intangibles 2,127 4,521 Stock-based compensation 2,865 2,850 Federal tax net operating loss carryforward 16,142 16,718 State tax net operating loss carryforward, net 5,594 5,765 Foreign tax net operating loss carryforward 943 659 Tax credits, net 1,681 1,681 Gross deferred tax assets 46,190 51,475 Less: valuation allowance (2,421) (2,092) Net deferred tax assets $ 43,769 $ 49,383 Deferred tax liabilities: Goodwill $ (23,015) $ (22,394) Right of use assets (7,461) (9,728) Net deferred tax assets $ 13,293 $ 17,261 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 Statutory federal income tax rate 21 % 21 % State taxes, net of federal benefit 6 6 Foreign taxes 1 2 Valuation allowance 2 (2) Non-deductible expenses and other — 1 Section 162(m) limitation 1 1 Stock based compensation 1 4 Discrete items for federal, state and foreign taxes — (2) Global intangible low taxed income — 1 Effective income tax rate 32 % 32 % |
Employee Stock Purchase Plan _2
Employee Stock Purchase Plan and Stock Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Employee Share Purchases | Employees purchased the following shares in the periods presented: Year Ended December 31, 2021 2020 Shares purchased 34 93 Average price per share $ 1.80 $ 0.72 |
Schedule of Stock Option Plan Activity | The following is a further breakdown of the stock option activity under the Stock Plan: Shares Weighted Weighted Aggregate Outstanding at December 31, 2019 4,907 $ 4.06 Granted 535 $ 1.27 Exercised — $ — Forfeited/Canceled (230) $ 4.31 Outstanding at December 31, 2020 5,212 $ 3.77 Granted 688 $ 2.22 Exercised (165) $ 2.30 Forfeited/Canceled (273) $ 4.90 Outstanding at December 31, 2021 5,462 $ 3.56 4.52 $ 4,307 Vested or expected to vest at December 31, 2021 5,462 $ 3.56 4.52 $ 4,307 Exercisable at December 31, 2021 4,166 $ 4.06 3.30 $ 2,321 |
Schedule of Non-vested Stock Options | A summary of the Company’s non-vested stock options as of December 31, 2021, and changes during the year then ended is as follows: Weighted Non-vested Options Shares Fair Market Value per Share Non-vested at December 31, 2020 1,195 $ 0.99 Granted 688 $ 1.14 Vested (537) $ 1.11 Forfeited/Canceled (46) $ 1.20 Non-vested at December 31, 2021 1,300 $ 1.01 |
Schedule of Range of Exercise Price for Options Outstanding | The following table summarizes certain information concerning outstanding options at December 31, 2021: Range of Exercise Price per Share Options Outstanding at $1.14 – $2.70 3,428 $3.65 – $4.75 765 $5.37 – $7.19 889 $8.89 – $9.09 380 $1.14 – $9.09 5,462 |
Schedule of Nonvested Restricted Stock Options | A summary of the Company’s non-vested restricted stock as of December 31, 2021, and changes during the year then ended is as follows: Weighted Non-vested Restricted Stock Shares Fair Market Value per Share Non-vested at December 31, 2020 549 $ 2.02 Granted 963 $ 2.08 Vested (398) $ 1.85 Forfeited/Canceled — $ — Non-vested at December 31, 2021 1,114 $ 2.13 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following table summarizes the bases used to measure certain assets and liabilities at fair value on a nonrecurring basis in the consolidated financial statements as of and for the year ended December 31, 2021 and 2020: Significant Other Unobservable Inputs December 31, 2021 December 31, 2020 Level 3 Total Losses Level 3 Total Losses Nonrecurring Fair Value Measure Goodwill $ 121,051 $ — $ 121,051 $ — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 55,929 | $ 54,950 |
UDS | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 15,400 | $ 14,900 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Concentrations of Credit Risk and Significant Vendors (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, benchmark percentage | 2.50% | 2.50% |
Revenue from Contract with Customer | Geographic Concentration Risk | California | ||
Concentration Risk [Line Items] | ||
Concentration risk | 33.00% | 32.00% |
Purchases of Inventory and Supplies | Supplier Concentration Risk | Three Largest Vendors | ||
Concentration Risk [Line Items] | ||
Concentration risk | 40.00% | 53.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Allowance for Doubtful Accounts (Details) - Allowance for accounts receivable - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 2,357 | $ 2,099 |
Charges to Cost and Expenses | 221 | 932 |
Deductions | (474) | (674) |
Balance at End of Period | $ 2,104 | $ 2,357 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) shares in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||
Inventory obsolescence reserves | $ 600,000 | $ 800,000 |
Valuation allowance | 2,421,000 | 2,092,000 |
Deferred financing fees | 300,000 | 100,000 |
Cash equivalents | 13,800,000 | 13,200,000 |
Carrying amount of notes | 46,300,000 | |
Fair value of notes | 46,300,000 | |
Deductible insurance policy | 250,000 | |
Self-insured for healthcare benefits | 250,000 | |
Advertising costs | 600,000 | 700,000 |
Research and development | $ 6,400,000 | $ 7,000,000 |
Common stock options excluded for anti-dilutive (in shares) | 4.3 | 5.2 |
UDS | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest | 35.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment and Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized software development costs | $ 1,200,000 | $ 1,400,000 |
Net of accumulated amortization | 22,300,000 | 21,600,000 |
Depreciation expense and amortization of capitalized software development costs | 700,000 | 900,000 |
Impairment of long-lived assets | $ 0 | $ 0 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of other intangible assets | 3 years | |
Minimum | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Minimum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Minimum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Maximum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Maximum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total net sales | $ 272,208 | $ 289,467 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of other intangible assets | 13 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total net sales | $ 272,208 | $ 289,467 |
Service Sales | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 253,586 | 267,159 |
Digital Printing | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 166,694 | 175,532 |
MPS | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 72,434 | 79,321 |
Scanning and Digital Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 14,458 | 12,306 |
Equipment and Supplies Sales | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 18,622 | 22,308 |
Shipping and Handling | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | $ 10,600 | $ 9,900 |
Software Licensing Activities | Product Concentration Risk | Revenue from Contract with Customer | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 2.00% | 2.00% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Segment and Geographic Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from external customers | $ 272,208 | $ 289,467 |
Property and equipment, net | 45,153 | 57,830 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from external customers | 241,719 | 253,179 |
Property and equipment, net | 39,584 | 51,058 |
Foreign Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from external customers | 30,489 | 36,288 |
Property and equipment, net | $ 5,569 | $ 6,772 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Total stock-based compensation | $ 1,686 | $ 1,571 |
Weighted average fair value of option (in dollars per share) | $ 1.14 | $ 0.60 |
Weighted average assumptions used: | ||
Risk free interest rate | 0.70% | 1.50% |
Expected volatility | 62.60% | 52.20% |
Expected dividend yield | 1.50% | 1.20% |
Expected term of stock options granted | 6 years 8 months 12 days | 6 years 8 months 12 days |
Total unrecognized stock-based compensation | $ 2,300 | |
Expected weighted-average period to recognize compensation cost | 2 years 2 months 12 days |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Weighted average common shares outstanding during the period—basic (in shares) | 42,164 | 42,925 |
Effect of dilutive stock options (in shares) | 568 | 96 |
Weighted average common shares outstanding during the period—diluted (in shares) | 42,732 | 43,021 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Gross Goodwill | $ 405,558 | $ 405,558 | $ 405,558 |
Accumulated Impairment Loss | 284,507 | 284,507 | 284,507 |
Net Carrying Amount | $ 121,051 | $ 121,051 | $ 121,051 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Other Intangible Assets Resulting from Business Acquisitions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 119,790,000 | $ 119,750,000 |
Accumulated Amortization | 119,465,000 | 119,235,000 |
Net Carrying Amount | 325,000 | 515,000 |
Impairment of long-lived assets | 0 | 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 99,446,000 | 99,425,000 |
Accumulated Amortization | 99,371,000 | 99,191,000 |
Net Carrying Amount | 75,000 | 234,000 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,344,000 | 20,325,000 |
Accumulated Amortization | 20,094,000 | 20,044,000 |
Net Carrying Amount | $ 250,000 | $ 281,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 104 | |
2023 | 45 | |
2024 | 43 | |
2025 | 39 | |
2026 | 38 | |
Thereafter | 56 | |
Net Carrying Amount | $ 325 | $ 515 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 274,956 | $ 277,664 |
Less accumulated depreciation | (229,803) | (219,834) |
Property and equipment | 45,153 | 57,830 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 249,482 | 252,613 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22,883 | 22,397 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,591 | $ 2,654 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 24,357 | $ 28,860 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Various finance leases; weighted average interest rate of 4.7% and 4.9% at December 31, 2021 and 2020, respectively; principal and interest payable monthly through November 2027 | $ 31,992 | $ 42,236 |
Long-term debt and capital lease obligations, including current maturities | 78,242 | 97,236 |
Less current portion | (13,816) | (17,557) |
Long-term debt and finance leases | $ 64,426 | $ 79,679 |
Finance lease, weighted average interest rate | 4.70% | 4.90% |
Line of Credit | Revolving Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 46,250 | $ 55,000 |
Debt instrument, interest rate, effective percentage | 1.70% | 2.20% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Dec. 17, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021USD ($) | Apr. 22, 2021USD ($) |
Debt Instrument [Line Items] | ||||
Debt instrument covenant terms, measurement period | 12 months | |||
Cash dividends, per hare, declared (in dollars per share) | $ / shares | $ 0.05 | |||
Cash dividends payable | $ 2,200,000 | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Total leverage ratio | 2.75 | |||
Debt instrument, covenant terms, fixed charged coverage ratio | 1.15 | |||
Line of Credit | 2021 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loan, maximum borrowing capacity | $ 70,000,000 | |||
Cash advances limit with restricted use | $ 15,000,000 | |||
Revolving Loans | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit, remaining borrowing capacity | $ 21,600,000 | |||
Long-term debt | $ 55,000,000 | 46,250,000 | ||
Debt instrument covenant terms maximum payments | $ 15,000,000 | |||
Debt instrument covenant terms fixed charges | $ 10,000,000 | |||
Revolving Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Revolving Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.25% | |||
Revolving Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.75% | |||
Revolving Loans | Line of Credit | Federal Funds Effective Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Revolving Loans | Line of Credit | Prime Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.25% | |||
Revolving Loans | Line of Credit | Prime Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.75% | |||
Revolving Loans | Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 2,200,000 |
Leasing - Additional Informatio
Leasing - Additional Information, Lessee (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets from operating leases | $ 29,360 | $ 37,859 | |
Present value of lease liability | $ 35,236 | $ 45,719 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Range of lease terms | 1 year | ||
Renewal lease extension terms | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Range of lease terms | 10 years | ||
Renewal lease extension terms | 5 years | ||
Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets from operating leases | $ 46,900 | ||
Present value of lease liability | $ 53,700 |
Leasing - Schedule of Financial
Leasing - Schedule of Financial Information Associated with Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Right-of-use assets from operating leases | $ 29,360 | $ 37,859 |
Property and equipment | 75,094 | 85,205 |
Less accumulated depreciation | $ (48,582) | $ (50,550) |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net of accumulated depreciation of $229,803 and $219,834 | Property and equipment, net of accumulated depreciation of $229,803 and $219,834 |
Property and equipment, net | $ 26,512 | $ 34,655 |
Total lease assets | 55,872 | 72,514 |
Current | ||
Current portion of operating lease liabilities | 10,284 | 12,158 |
Current portion of finance leases | 13,816 | 17,557 |
Long-term | ||
Long-term portion of operating lease liabilities | $ 24,952 | $ 33,561 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt and finance leases | Long-term debt and finance leases |
Long-term portion of finance leases | $ 18,176 | $ 24,679 |
Total lease liabilities | $ 67,228 | $ 87,955 |
Leasing - Components of Lease C
Leasing - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Total operating lease cost | $ 16,562 | $ 17,942 |
Interest on lease liabilities | 1,786 | 2,571 |
Total finance lease cost | 18,136 | 21,326 |
Total lease cost | 34,698 | 39,268 |
Variable lease cost | 3,065 | 2,774 |
Short-term lease cost | 255 | 340 |
Cost of sales | ||
Lessee, Lease, Description [Line Items] | ||
Total operating lease cost | 13,600 | 14,341 |
Amortization of leased assets | 16,039 | 18,426 |
Selling, general and administrative expenses | ||
Lessee, Lease, Description [Line Items] | ||
Total operating lease cost | 2,962 | 3,601 |
Amortization of leased assets | $ 311 | $ 329 |
Leasing - Maturity of Lease Lia
Leasing - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating leases | ||
Operating lease liabilities, year one | $ 12,034 | $ 14,338 |
Operating lease liabilities, year two | 9,402 | 10,793 |
Operating lease liabilities, year three | 6,411 | 8,812 |
Operating lease liabilities, year four | 5,023 | 6,312 |
Operating lease liabilities, year five | 3,163 | 4,784 |
Thereafter | 4,263 | 7,588 |
Total | 40,296 | 52,627 |
Less amount representing interest | 5,060 | 6,908 |
Present value of lease liability | 35,236 | 45,719 |
Finance leases | ||
Finance lease liabilities, year one | 15,004 | 19,187 |
Finance lease liabilities, year two | 10,229 | 13,104 |
Finance lease liabilities, year three | 5,737 | 8,277 |
Finance lease liabilities, year four | 2,221 | 3,875 |
Finance lease liabilities, year five | 995 | 684 |
Thereafter | 76 | 7 |
Total | 34,262 | 45,134 |
Less amount representing interest | 2,270 | 2,898 |
Present value of lease liability | 31,992 | 42,236 |
Related Party | ||
Operating leases | ||
Operating lease liabilities, year one | 500 | |
Operating lease liabilities, year two | 500 | |
Operating lease liabilities, year three | 500 | |
Finance leases | ||
Operating lease expense | $ 500 | $ 500 |
Leasing - Weighted Average Rema
Leasing - Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted average remaining lease term (years) | ||
Operating leases | 4 years 3 months 18 days | 5 years |
Finance leases | 2 years 10 months 24 days | 2 years 10 months 24 days |
Weighted average discount rate | ||
Operating leases | 5.70% | 5.80% |
Finance leases | 4.70% | 4.90% |
Leasing - Cash Paid for Amount
Leasing - Cash Paid for Amount Included in the Measurement of Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 15,054 | $ 12,842 |
Operating cash flows from finance leases | 1,755 | 1,849 |
Financing cash flows from finance leases | $ 18,369 | $ 14,935 |
Leasing - Additional Informat_2
Leasing - Additional Information, Lessor (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 26,512 | $ 34,655 |
MPS | ||
Property, Plant and Equipment [Line Items] | ||
Rental income | 66,500 | 72,900 |
Service income | 5,900 | 6,400 |
MPS | Equipment Subject to Leases | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 26,000 | $ 35,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Foreign earnings (losses) before taxes | $ (1,300,000) | $ 900,000 |
Domestic earnings (losses) before taxes | 14,400,000 | 7,600,000 |
Valuation allowance | 2,421,000 | 2,092,000 |
Tax credit carryforward | 2,000,000 | |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, interest and penalties | 0 | $ 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 76,900,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 90,800,000 | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 4,700,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ (45) |
State | 38 | 59 |
Foreign | 179 | 208 |
Current income tax, total | 217 | 222 |
Deferred: | ||
Federal | 3,245 | 2,089 |
State | 985 | 330 |
Foreign | (266) | 108 |
Deferred income taxes | 3,964 | 2,527 |
Income tax provision | $ 4,181 | $ 2,749 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Financial statement accruals not currently deductible | $ 2,237 | $ 2,113 |
Social security tax deferral | 316 | 699 |
Accrued vacation | 753 | 678 |
Deferred revenue, net | 32 | 42 |
Fixed assets | 4,433 | 3,595 |
Right of use operating lease liabilities | 9,067 | 12,154 |
Goodwill and other identifiable intangibles | 2,127 | 4,521 |
Stock-based compensation | 2,865 | 2,850 |
Federal tax net operating loss carryforward | 16,142 | 16,718 |
State tax net operating loss carryforward, net | 5,594 | 5,765 |
Foreign tax net operating loss carryforward | 943 | 659 |
Tax credits, net | 1,681 | 1,681 |
Gross deferred tax assets | 46,190 | 51,475 |
Less: valuation allowance | (2,421) | (2,092) |
Net deferred tax assets | 43,769 | 49,383 |
Deferred tax liabilities: | ||
Goodwill | (23,015) | (22,394) |
Right of use assets | (7,461) | (9,728) |
Net deferred tax assets | $ 13,293 | $ 17,261 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of the statutory federal income tax rate | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 6.00% | 6.00% |
Foreign taxes | 1.00% | 2.00% |
Valuation allowance | 2.00% | (2.00%) |
Non-deductible expenses and other | 0.00% | 1.00% |
Section 162(m) limitation | 1.00% | 1.00% |
Stock based compensation | 1.00% | 4.00% |
Discrete items for federal, state and foreign taxes | 0.00% | (2.00%) |
Global intangible low taxed income | 0.00% | 1.00% |
Effective income tax rate | 32.00% | 32.00% |
Employee Stock Purchase Plan _3
Employee Stock Purchase Plan and Stock Plan - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)numberOfCustomershares | Dec. 31, 2020USD ($)membershares | Apr. 29, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage on market value of common stock | 100.00% | ||
Shares available under Stock Plan (in shares) | 2,600,000 | ||
Expiration period | 10 years | ||
Vesting period | 3 years | ||
Granted (in shares) | 688,000 | 535,000 | |
Intrinsic value of options exercised | $ | $ 136 | ||
Stock options exercised (in shares) | 165,000 | 0 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Shares, granted (in shares) | 963,000 | ||
Vested in period | $ | $ 900 | $ 500 | |
Restricted Stock | Key Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, granted (in shares) | 850,000 | ||
Restricted Stock | Non-employee Board Members | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Shares, granted (in shares) | 28,000 | 35,000 | |
Number of awards grantees | 4 | 4 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Minimum | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Maximum | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares (in shares) | 2,500 | ||
Aggregate fair market value of common stock | $ | $ 25 | ||
Percentage on market value of common stock | 85.00% | ||
Share-based compensation, expense | $ | $ 9 | $ 11 | |
2021 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized under the plan (in shares) | 3,500,000 | ||
2014 Inventive Plan and 2005 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized under the plan (in shares) | 6,132,593 |
Employee Stock Purchase Plan _4
Employee Stock Purchase Plan and Stock Plan - Schedule of Employee Share Purchases (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Shares purchased (in shares) | 34 | 93 |
Average price per share (in dollars per share) | $ 1.80 | $ 0.72 |
Employee Stock Purchase Plan _5
Employee Stock Purchase Plan and Stock Plan - Schedule of Stock Option Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 5,212,000 | 4,907,000 |
Granted (in shares) | 688,000 | 535,000 |
Exercised (in shares) | (165,000) | 0 |
Forfeited/canceled (in shares) | (273,000) | (230,000) |
Ending balance (in shares) | 5,462,000 | 5,212,000 |
Vested or expected to vest (in shares) | 5,462,000 | |
Exercisable (in shares) | 4,166,000 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 3.77 | $ 4.06 |
Granted (in dollars per share) | 2.22 | 1.27 |
Exercised (in dollars per share) | 2.30 | 0 |
Forfeited/canceled (in dollars per share) | 4.90 | 4.31 |
Ending balance (in dollars per share) | 3.56 | $ 3.77 |
Vested or expected to vest (in dollars per share) | 3.56 | |
Exercisable (in dollars per share) | $ 4.06 | |
Weighted Average Contractual Life (In years) and Aggregate Intrinsic Value | ||
Weighted average contractual life (in years), outstanding | 4 years 6 months 7 days | |
Weighted average contractual life (in years), vested or expected to vest | 4 years 6 months 7 days | |
Weighted average contractual life (in years), exercisable | 3 years 3 months 18 days | |
Aggregate intrinsic value, outstanding | $ 4,307 | |
Aggregate intrinsic value, vested or expected to vest | 4,307 | |
Aggregate intrinsic value, exercisable | $ 2,321 |
Employee Stock Purchase Plan _6
Employee Stock Purchase Plan and Stock Plan - Schedule of Non-vested Stock Options (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 5,212 | 4,907 |
Granted (in shares) | 688 | 535 |
Forfeited/canceled (in shares) | (273) | (230) |
Ending balance (in shares) | 5,462 | 5,212 |
Weighted Average Grant Date | ||
Beginning balance (in dollars per share) | $ 3.77 | $ 4.06 |
Granted (in dollars per share) | 2.22 | 1.27 |
Ending balance (in dollars per share) | $ 3.56 | $ 3.77 |
Non-Vested Options | ||
Shares | ||
Beginning balance (in shares) | 1,195 | |
Shares, vested (in shares) | (537) | |
Forfeited/canceled (in shares) | (46) | |
Ending balance (in shares) | 1,300 | 1,195 |
Weighted Average Grant Date | ||
Beginning balance (in dollars per share) | $ 0.99 | |
Granted (in dollars per share) | 1.14 | |
Vested (in dollars per share) | 1.11 | |
Forfeited/canceled (in dollars per share) | 1.20 | |
Ending balance (in dollars per share) | $ 1.01 | $ 0.99 |
Employee Stock Purchase Plan _7
Employee Stock Purchase Plan and Stock Plan - Schedule of Range of Exercise Price for Options Outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement, options, outstanding, number (in shares) | 5,462 | 5,212 | 4,907 |
$1.14 – $2.70 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of exercise price range minimum (in dollars per share) | $ 1.14 | ||
Range of exercise price range maximum (in dollars per share) | $ 2.70 | ||
Share-based compensation arrangement, options, outstanding, number (in shares) | 3,428 | ||
$3.65 – $4.75 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of exercise price range minimum (in dollars per share) | $ 3.65 | ||
Range of exercise price range maximum (in dollars per share) | $ 4.75 | ||
Share-based compensation arrangement, options, outstanding, number (in shares) | 765 | ||
$5.37 – $7.19 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of exercise price range minimum (in dollars per share) | $ 5.37 | ||
Range of exercise price range maximum (in dollars per share) | $ 7.19 | ||
Share-based compensation arrangement, options, outstanding, number (in shares) | 889 | ||
$8.89 – $9.09 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of exercise price range minimum (in dollars per share) | $ 8.89 | ||
Range of exercise price range maximum (in dollars per share) | $ 9.09 | ||
Share-based compensation arrangement, options, outstanding, number (in shares) | 380 |
Employee Stock Purchase Plan _8
Employee Stock Purchase Plan and Stock Plan - Schedule of Nonvested Restricted Stock Options (Details) - Restricted Stock shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Beginning balance (in shares) | shares | 549 |
Granted (in shares) | shares | 963 |
Vested (in shares) | shares | (398) |
Forfeited/canceled (in shares) | shares | 0 |
Ending balance (in shares) | shares | 1,114 |
Weighted Average Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 2.02 |
Granted (in dollars per share) | $ / shares | 2.08 |
Vested (in dollars per share) | $ / shares | 1.85 |
Forfeited/canceled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 2.13 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contribution | 20.00% | |
Percentage of employee's compensation | 4.00% | |
Defined contribution plan, cost recognized | $ 0.4 | $ 0.3 |
Eligible Employees | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee contribution | 75.00% | |
Highly Compensated Employees | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee contribution | 6.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total Losses | $ 0 | $ 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Goodwill | $ 121,051 | $ 121,051 |