Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 12, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Entity Registrant Name | INNERWORKINGS INC | ||
Entity Central Index Key | 1,350,381 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | INWK | ||
Entity Common Stock, Shares Outstanding | 54,336,258 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 524,995,340 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Financial Position [Abstract] | |||
Revenue | $ 1,136,256 | $ 1,090,704 | $ 1,029,353 |
Cost of goods sold | 857,921 | 827,156 | 789,159 |
Gross profit | 278,335 | 263,548 | 240,194 |
Operating expenses: | |||
Selling, general and administrative expenses | 225,738 | 209,967 | 197,291 |
Depreciation and amortization | 13,390 | 17,916 | 17,472 |
Change in fair value of contingent consideration | 677 | 10,417 | (270) |
Goodwill impairment charge | 0 | 0 | 37,539 |
Intangible asset impairment charges | 0 | 70 | |
Restructuring charges | 0 | 5,615 | 1,053 |
Income (loss) from operations | 38,530 | 19,563 | (13,093) |
Other income (expense): | |||
Interest income | 97 | 86 | 69 |
Interest expense | (4,729) | (4,171) | (4,612) |
Other, net | (1,788) | (153) | (3,135) |
Total other expense | (6,420) | (4,238) | (7,678) |
Income (loss) before taxes | 32,110 | 15,325 | (20,771) |
Income tax expense | 13,131 | 10,955 | 12,292 |
Net income (loss) | $ 18,979 | $ 4,370 | $ (33,063) |
Basic earnings (loss) per share (in USD per share) | $ 0.35 | $ 0.08 | $ (0.63) |
Diluted earnings (loss) per share (in USD per share) | $ 0.35 | $ 0.08 | $ (0.63) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income (loss) | $ 18,979 | $ 4,370 | $ (33,063) |
Other comprehensive income (loss), before tax: | |||
Foreign currency translation adjustments | 1,732 | (7,168) | |
Unrealized gains on marketable securities: | |||
Other comprehensive income (loss), before tax | 1,732 | (7,168) | (8,592) |
Income tax expense (benefit) related to components of other comprehensive income (loss) | 13 | (362) | 0 |
Other comprehensive income (loss), net of tax | 1,719 | (6,806) | (8,592) |
Comprehensive income (loss) | $ 20,697 | $ (2,436) | $ (41,655) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 30,562 | $ 30,924 |
Accounts receivable, net of allowance for doubtful accounts of $3,534 and $2,622, respectively | 206,712 | 182,874 |
Unbilled revenue | 49,389 | 32,723 |
Inventories | 34,807 | 31,638 |
Prepaid expenses | 19,638 | 18,772 |
Other current assets | 32,694 | 24,769 |
Total current assets | 373,802 | 321,700 |
Property and equipment, net | 36,714 | 32,656 |
Intangibles and other assets: | ||
Goodwill | 199,946 | 202,700 |
Intangible assets, net | 27,563 | 31,538 |
Deferred income taxes | 612 | 1,031 |
Other non-current assets | 1,382 | 1,374 |
Total other assets | 229,503 | 236,643 |
Total assets | 640,019 | 590,999 |
Current liabilities: | ||
Accounts payable | 134,609 | 121,289 |
Current portion of contingent consideration | 0 | 19,283 |
Other current liabilities | 34,641 | 35,049 |
Accrued expenses | 33,694 | 30,067 |
Total current liabilities | 202,943 | 205,688 |
Revolving credit facility | 128,398 | 107,468 |
Deferred income taxes | 12,348 | 11,291 |
Other long-term liabilities | 6,771 | 1,926 |
Total liabilities | 350,461 | 326,373 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Common stock, par value $0.0001 per share, 200,000 and 200,000 shares authorized, 64,075 and 63,391 shares issued, 54,055 and 54,088 shares outstanding, respectively | 6 | 6 |
Additional paid-in capital | 235,199 | 224,480 |
Treasury stock at cost, 10,020 and 9,303 shares, respectively | (55,873) | (49,458) |
Accumulated other comprehensive loss | (19,079) | (20,799) |
Retained earnings | 129,305 | 110,397 |
Total stockholders' equity | 289,559 | 264,626 |
Total liabilities and stockholders' equity | $ 640,019 | $ 590,999 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheets Parenthetical [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 3,534 | $ 2,622 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 64,075,000 | 63,391,000 |
Common stock, shares outstanding | 54,055,000 | 54,088,000 |
Treasury stock at cost, shares | 10,200,000 | 9,303,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Balance at Dec. 31, 2014 | $ 292,980 | $ 6 | $ (49,996) | $ 207,429 | $ (5,401) | $ 140,942 |
Balance (in shares) at Dec. 31, 2014 | 61,852,000 | 9,021,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (33,063) | |||||
Total other comprehensive loss | (8,592) | |||||
Foreign currency translation adjustments | (8,592) | |||||
Comprehensive income (loss) | (41,655) | |||||
Issuance of common stock upon exercise of stock awards | $ 675 | $ 0 | 675 | |||
Issuance of common stock upon exercise of stock awards (in shares) | 405,000 | 793,000 | ||||
Issuance of common stock and treasury shares as consideration for acquisition | $ 1,571 | $ 2,686 | (1,115) | |||
Issuance of treasury shares as consideration for acquisition (in shares) | 238,000 | |||||
Acquisition of treasury shares | (4,897) | |||||
Excess tax benefit derived from stock award exercises | (411) | (411) | ||||
Stock-based compensation expense | 5,873 | 5,873 | ||||
Balance at Dec. 31, 2015 | 254,136 | $ 6 | $ (52,207) | 213,566 | (13,993) | 106,764 |
Balance (in shares) at Dec. 31, 2015 | 62,645,000 | 9,547,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 4,370 | |||||
Total other comprehensive loss | (6,806) | |||||
Foreign currency translation adjustments | (7,168) | |||||
Comprehensive income (loss) | (2,436) | |||||
Issuance of common stock upon exercise of stock awards | $ 1,770 | $ 0 | 1,770 | |||
Issuance of common stock upon exercise of stock awards (in shares) | 420,000 | 746,000 | ||||
Issuance of common stock and treasury shares as consideration for acquisition | $ 2,012 | $ 2,749 | (737) | |||
Issuance of treasury shares as consideration for acquisition (in shares) | 244,000 | |||||
Acquisition of treasury shares (in shares) | 1,121,928 | |||||
Acquisition of treasury shares | $ (11,000) | |||||
Excess tax benefit derived from stock award exercises | 3,572 | 3,572 | ||||
Stock-based compensation expense | 5,572 | 5,572 | ||||
Balance at Dec. 31, 2016 | 264,626 | $ 6 | $ (49,458) | 224,480 | (20,799) | 110,397 |
Balance (in shares) at Dec. 31, 2016 | 63,391,000 | 9,303,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 18,979 | |||||
Total other comprehensive loss | 1,719 | |||||
Foreign currency translation adjustments | 1,732 | |||||
Comprehensive income (loss) | 20,697 | |||||
Issuance of common stock upon exercise of stock awards | $ 1,421 | $ 0 | 1,421 | |||
Issuance of common stock upon exercise of stock awards (in shares) | 428,000 | 648,000 | ||||
Issuance of common stock and treasury shares as consideration for acquisition | $ 4,678 | $ 0 | $ 4,561 | 385 | (269) | |
Issuance of treasury shares as consideration for acquisition (in shares) | (36,000) | 405,000 | ||||
Acquisition of treasury shares (in shares) | 1,122,000 | |||||
Acquisition of treasury shares | (10,976) | $ (10,976) | ||||
Stock-based compensation expense | 6,820 | 6,820 | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 2,291 | 2,093 | 198 | |||
Balance at Dec. 31, 2017 | $ 289,559 | $ 6 | $ (55,873) | $ 235,199 | $ (19,079) | $ 129,305 |
Balance (in shares) at Dec. 31, 2017 | 64,075,000 | 10,020,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net income (loss) | $ 18,979 | $ 4,370 | $ (33,063) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 13,390 | 17,916 | 17,472 |
Stock-based compensation expense | 6,820 | 5,572 | 5,873 |
Deferred income taxes | 3,744 | 4,084 | 6,947 |
Change in fair value of contingent consideration liability | 677 | 10,417 | (270) |
Goodwill impairment charge | 0 | 0 | 37,539 |
Intangible asset impairment charges | 0 | 70 | |
Bad debt provision | 454 | 2,171 | 1,949 |
Secured asset reserve | 0 | 0 | 2,023 |
Venezuela remeasurement charges | 0 | 0 | (890) |
Excess tax benefit from exercise of stock awards | 0 | (4,030) | 0 |
Other operating activities | 210 | 210 | 210 |
Change in assets, net of acquisitions: | |||
Accounts receivable and unbilled revenue | (40,959) | 1,809 | (10,361) |
Inventories | (3,169) | 1,690 | (8,188) |
Prepaid expenses and other assets | (8,989) | 2,442 | (6,138) |
Change in liabilities, net of acquisitions: | |||
Accounts payable | 13,320 | (48,955) | 26,199 |
Accrued expenses and other liabilities | 11,670 | 12,759 | 2,118 |
Net cash provided by operating activities | 16,147 | 10,525 | 43,402 |
Cash flows from investing activities | |||
Purchases of property and equipment | (12,483) | (13,319) | (15,034) |
Net cash used in investing activities | (12,483) | (13,319) | (15,034) |
Cash flows from financing activities | |||
Net borrowing (repayments) of revolving credit facility | 20,709 | 8,739 | (5,281) |
Net short-term secured borrowings (repayments) | (867) | 405 | (799) |
Repurchases of common stock | (10,976) | 0 | (4,897) |
Payments of contingent consideration | (15,345) | (11,374) | (8,010) |
Proceeds from exercise of stock options | 2,663 | 2,636 | 1,195 |
Excess tax benefit from exercise of stock awards | 0 | 4,030 | 0 |
Other financing activities | (1,156) | (866) | (594) |
Net cash provided by (used) in financing activities | (4,972) | 3,570 | (18,386) |
Effect of exchange rate changes on cash and cash equivalents | 947 | (607) | (1,805) |
Increase (decrease) in cash and cash equivalents | (362) | 169 | 8,177 |
Cash and cash equivalents, beginning of period | 30,924 | 30,755 | 22,578 |
Cash and cash equivalents, end of period | $ 30,562 | $ 30,924 | $ 30,755 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business InnerWorkings, Inc. (together with its subsidiaries, “the Company”) was incorporated in the state of Delaware on January 3, 2006. The Company is a leading global marketing execution firm for the world's most marketing intensive companies, including those companies in the Fortune 1000, across a wide range of industries. As a comprehensive outsourced enterprise solution, the Company leverages proprietary technology, an extensive supplier network and deep domain expertise to streamline the creation, production and distribution of marketing and promotional materials, signage and displays, retail experiences, events and promotions and packaging across every major market worldwide. The items the Company sources are generally procured through the marketing supply chain and are referred to collectively as marketing materials. The Company’s technology and database of information is designed to capitalize on excess manufacturing capacity and other inefficiencies in the traditional marketing and print supply chain to obtain favorable pricing and to deliver high-quality products and services. The Company is organized and managed as two business segments, North America and International, and is viewed as two operating segments by the chief operating decision maker for purposes of resource allocation and assessing performance. See Note 18 for further information about the Company’s reportable segments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements include the accounts of InnerWorkings, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Preparation of Financial Statements and Use of Estimates The preparation of the consolidated financial statements is in conformity with accounting principles generally accepted in the United States ("GAAP"). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to product returns, allowance for doubtful accounts, inventories and inventory valuation, valuation and impairments of goodwill and long-lived assets, income taxes, accrued bonus, contingencies, stock-based compensation and litigation costs. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results can differ from those estimates. Foreign Currency Translation The Company determines the functional currency for its parent company and each of its subsidiaries by reviewing the currencies in which their respective operating activities occur. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Transaction gains and losses arising from activities in other than the applicable functional currency are calculated using average exchange rates for the applicable period and reported in net income as a non-operating item in each period. Non-monetary balance sheet items denominated in a currency other than the applicable functional currency are translated using the historical rate. The net realized gains (losses) on foreign currency transactions was $(1.4) million , $0.6 million and $(3.3) million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As further discussed in Note 2, the net realized losses on foreign currency transactions for the year ended December 31, 2015 includes a charge of $1.5 million for the remeasurement of the Company's net assets in Venezuela. Revenue Recognition The Company recognizes revenue upon meeting all of the following revenue recognition criteria, which is typically met upon shipment or delivery of our products to customers: (i) persuasive evidence of an arrangement exists through customer contracts and orders, (ii) the customer takes title and assumes the risks and rewards of ownership, (iii) the sales price charged is fixed or determinable as evidenced by customer contracts and orders and (iv) collectability is reasonably assured. Unbilled revenue represents shipments or deliveries that have been made to customers for which the related account receivable has not yet been invoiced. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-45, Revenue Recognition – Principal Agent Considerations , the Company generally reports revenue on a gross basis because the Company is the primary obligor in its arrangements to procure marketing materials and other products for its customers. Under these arrangements, the Company is responsible for the fulfillment, including the acceptability, of the printed materials and other products. In addition, the Company (i) determines which suppliers are included in its network, (ii) has discretion to select from among the suppliers within its network, (iii) is obligated to pay its suppliers regardless of whether it is paid by its customers and (iv) has reasonable latitude to establish exchange price. In some transactions, the Company also has general inventory risk and is involved in the determination of the nature or characteristics of the printed materials and products. When the Company is not the primary obligor, revenues are reported on a net basis. The Company recognizes revenue for creative, design, installation, warehousing and other services provided to its customers which may be delivered in conjunction with the procurement of marketing materials at the time when delivery and customer acceptance occur and all other revenue recognition criteria are met. When provided on a stand-alone basis, the Company recognizes revenue for these services upon completion of the service. Service revenue has not been material to the Company’s overall revenue to date. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms. Payment terms with customers are generally 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer, less an estimate for potential bad debts. Interest is not generally accrued on outstanding balances. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. The Company estimates the collectability of its accounts receivable based on a combination of factors including, but not limited to, customer credit ratings and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings or substantial downgrading of credit ratings), the Company provides allowances for bad debts against amounts due to reduce the net recognized receivable to the amount it reasonably believes will be collected. Aged receivables are reviewed on a regular basis and uncollectible accounts are written off when all reasonable collection efforts have been exhausted. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Net realizable value is based upon an estimated average selling price reduced by estimated costs of disposal. Inventories primarily consist of purchased finished goods. Finished goods inventory includes consigned inventory held on behalf of customers as well as inventory held at third-party fulfillment centers and subcontractors. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: Computer equipment 3 years Software, including internal-use software 1 to 6 years Office equipment 5 years Furniture and fixtures 7 years Leasehold improvements are depreciated using the straight-line method over the shorter of their estimated useful lives or the terms of the related leases. Internal-Use Software In accordance with ASC 350-40, Intangibles—Goodwill and Other, Internal-Use Software, certain costs incurred in the planning and evaluation stage of internal-use computer software are expensed as incurred. Certain costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal-use software costs are depreciated over the expected economic useful life of three to six years using the straight-line method. Capitalized internal-use software asset depreciation expense for the years ended December 31, 2017 , 2016 and 2015 was $5.4 million , $9.2 million and $8.6 million , respectively and is included in total depreciation expense. At December 31, 2017 and 2016 , the net book value of internal-use software was $29.7 million and $26.0 million , respectively. Effective October 1, 2016, the Company changed the estimated useful lives of some of its software assets. The estimated useful lives of such assets were increased by an average of approximately 4.5 years , see note 7. Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC 350, Intangibles—Goodwill and Other ("ASC 350") , goodwill is not amortized, but instead is tested for impairment annually or more frequently if circumstances indicate a possible impairment may exist. Absent any interim indicators of impairment, the Company tests for goodwill impairment as of the first day of its fourth fiscal quarter of each year. Under ASC 350, an entity is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If the quantitative test is required, in the first step, the fair value for each reporting unit is compared to its book value including goodwill. In the case that the fair value is less than the book value, a second step is performed which compares the implied fair value of goodwill to the book value of goodwill. The fair value for the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair values of the identifiable assets and liabilities. If the implied fair value of the goodwill is less than the book value of the goodwill, the difference is recognized as an impairment. At October 1, 2017 , the Company elected to perform a qualitative assessment of the likelihood that goodwill is impaired. Based on the assessment, no impairment was identified as of October 1, 2017 . The Company does not believe that goodwill is impaired as of December 31, 2017 . Other Intangible Assets In accordance with ASC 350 , Intangibles—Goodwill and Other, the Company amortizes its intangible assets with finite lives over their respective estimated useful lives and reviews for impairment whenever impairment indicators exist. Impairment indicators could include significant under-performance relative to the historical or projected future operating results, significant changes in the manner of use of assets, significant negative industry or economic trends or significant changes in the Company’s market capitalization relative to net book value. Any changes in key assumptions used by the Company, including those set forth above, could result in an impairment charge and such a charge could have a material adverse effect on the Company’s consolidated results of operations. The Company’s intangible assets consist of customer lists, non-competition agreements, trade names and patents. The Company’s customer lists, which have an estimated weighted-average useful life of approximately fourteen years , are being amortized using the economic life method. The Company’s non-competition agreements, trade names and patents are being amortized on the straight-line basis over their estimated weighted-average useful lives of approximately four years , thirteen years and nine years , respectively. In the fourth quarter of 2016 , the Company recorded a non-cash, intangible asset impairment charge of $0.1 million . For additional information related to the intangible asset impairment, see Note 5. There were no impairment charges recorded in 2017 or 2015. Shipping and Handling Costs Shipping and handling costs are classified in cost of goods sold in the consolidated statements of operations. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. The Company recognizes the tax benefit from an uncertain tax position only if it is “more likely than not” the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no interest or penalties related to unrecognized tax benefits for the years ended December 31, 2017 , 2016 and 2015 . Based on the Company’s evaluation, it was concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The evaluation was performed for the tax years ended December 31, 2017 , 2016 , 2015 and 2014 , the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2017 . On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Act”). The Act makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among others, that will generally be effective for taxable years beginning after December 31, 2017 . As of the date of enactment, we have adjusted our deferred tax assets and liabilities for our new statutory rate which resulted in a $5.4 million credit to our income tax provision for the year ended December 31, 2017 . In addition, we have estimated and recorded a provisional expense $5.3 million for transition tax related to our foreign operations. Advertising Costs of advertising, which are expensed as incurred by the Company, were $1.2 million , $1.4 million and $1.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively and are included in selling, general and administrative expenses in the consolidated statement of operations. Comprehensive Income (Loss) The components of accumulated comprehensive loss included in the Consolidated Balance Sheets at December 31, 2017 and 2016 are as follows (in thousands): Foreign Currency Translation Adjustments Balance at December 31, 2015 $ (13,993 ) Other comprehensive loss before reclassifications (6,806 ) Net current-period other comprehensive loss (6,806 ) Balance at December 31, 2016 (20,799 ) Other comprehensive income before reclassifications 1,719 Net current-period other comprehensive income 1,719 Balance at December 31, 2017 $ (19,079 ) Stock-Based Compensation The Company accounts for stock-based compensation awards in accordance with ASC 718, Compensation-Stock Compensation . Compensation expense is measured by determining the fair value of each award using the Black-Scholes option valuation model for stock options or the closing share price on the grant date for restricted shares and performance share units. The fair value is then recognized over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis for the entire award. On June 1, 2017, the Compensation Committee approved, pursuant to the 2006 Stock Incentive Plan, awards of performance share units (“PSUs”) for certain executive officers and employees. The PSUs are performance-based awards that will settle in shares of the Company's common stock, in an amount between 0% and 200% of the target award level, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between April 1, 2017 and December 31, 2019. Compensation expense for PSUs is measured by determining the fair value of the award using the closing share price on the grant date and is recognized ratably from the grant date to the vesting date for the number of awards expected to vest. The amount of compensation expense recognized for PSUs is dependent upon a quarterly assessment of the likelihood of achieving the performance conditions and is subject to adjustment based on management's assessment of the Company's performance relative to the target number of shares performance criteria. Stock-based compensation cost recognized during the period is based on the full grant date fair value of the share-based payment awards adjusted for any forfeitures during the period. Stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statement of operations. Venezuelan Highly Inflationary Economy Since January 1, 2010, Venezuela has been designated as a highly inflationary economy under GAAP. In accordance with GAAP, local subsidiaries in highly inflationary economies are required to use the U.S. dollar as their functional currency and remeasure the monetary assets and liabilities not denominated in U.S. dollars using the rate applicable to conversion of a currency for purposes of dividend remittances. All exchange gains and losses resulting from remeasurement are recognized currently in income. Prior to December 31, 2015, the Company translated the net assets and transactions of its Venezuelan subsidiary using the official exchange rate of 6.3 bolivars for each U.S. Dollar. In February 2015, the Venezuelan government introduced a new currency exchange system referred to as the SIMADI which is intended to be a market-driven rate and is more widely available than the official rate or the auction-based exchange system known as the SICAD. Based on the Company’s facts and circumstances as of December 31, 2015, the SIMADI rate was determined to be the most appropriate rate for reporting the operations of the Company’s Venezuelan subsidiary. As of December 31, 2015, the SIMADI rate was approximately 198 bolivars for each U.S. Dollar. The remeasurement of the Company’s net assets from the official rate of 6.3 to the SIMADI rate resulted in a foreign exchange loss of approximately $1.5 million during the fourth quarter of 2015. This loss is included in other expense on the consolidated statement of operations. Recent Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Scope of Modification Accounting ("ASU 2017-09"), which amends ASC 718, Compensation - Stock Compensation. This ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. The new guidance will be applied prospectively to awards modified on or after the adoption date. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. This ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on the consolidated financial statements and related disclosures. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which amends ASC 230, Statement of Cash Flows. This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The guidance is effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's consolidated financial statements. Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , ("ASU 2016-09") which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. Under the standard, the income tax effects of awards are required to be recognized in the income statement when the awards vest or are settled, as opposed to in additional paid-in capital under the current guidance. The standard also provides an option to recognize gross share-based compensation expense with actual forfeitures recognized as they occur, which the Company has elected to adopt. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method. Early adoption is permitted. In the first quarter of 2017, the Company applied a modified retrospective transition method to account for the changes under the standard related to income taxes and the policy election for recording forfeitures as they occur. The Company adopted all amendments to the standard at January 1, 2017. The amendments related to the classification of excess tax benefits on the statement of cash flows were adopted prospectively and the classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes was adopted retrospectively. The adoption of both resulted in no prior period adjustments. With the adoption of the standards related to eliminating the requirement that excess tax benefits be realized before companies can recognize them and election to recognize forfeitures as they occur, the Company elected to use the modified retrospective method which resulted in changes to retained earnings, components of equity and net assets. The net cumulative effect of these changes resulted in a $2.1 million increase to additional paid in capital, a $2.3 million decrease to deferred tax liabilities and a $0.2 million increase to retained earnings. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) , ("ASU 2016-02") which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosure of key information about leasing arrangements. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability for most leases in the balance sheet as well as other qualitative and quantitative disclosures. The update is to be applied using a modified retrospective method and is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue using a five-step process that supersedes virtually all existing revenue guidance. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. The FASB has issued several amendments to the standard since ASU 2014-09. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective transition method). The Company will adopt ASU 2014-09 on January 1, 2018 using the modified retrospective transition method. The Company is finalizing updates to the accounting policies and processes to address the variations from current practices, inclusive of the required additional disclosures in the period subsequent to adoption. Specifically, under the current guidance, the Company defers revenue for inventory billed but not yet shipped. As a result of the adoption of the new guidance, in certain situations the Company may be able to recognize revenue for inventory billed but not yet shipped, which could accelerate the timing, but not the total amount, of revenue recognized and would not impact the timing of cash flows. We are in the process of finalizing the measurement of the cumulative effect of adopting the new guidance. The Company’s analysis of its contracts under the new standard supports two historical conclusions of the Company and its current revenue policy: 1) the Company typically recognizes revenue at a point in time rather than over a period of time and, 2) the Company typically recognizes revenue on a gross basis when the Company is the primary obligor. We plan to issue further disclosures around the adoption of ASC 606 Revenue from Contracts with Customers as part of our first quarter 2018 Form 10-Q filing. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Contingent Consideration In connection with certain of the Company’s acquisitions, contingent consideration is payable in cash or common stock upon the achievement of certain performance measures over future periods. The Company recorded the acquisition date fair value of the contingent consideration liability as additional purchase price. As discussed in Note 11, the process for determining the fair value of the contingent consideration liability consists of reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. Subsequent to the acquisition date, the Company estimates the fair value of the contingent consideration liability each reporting period and any adjustments made to the fair value are recorded in the Company’s results of operations. If an acquisition reaches the required performance measures within the reporting period, the fair value of the contingent consideration liability is increased to 100% , the maximum potential payment and reclassified to Due to seller. On June 30, 2017 , the EYELEVEL acquisition reached the required performance measures at the end of its earnout period and the balance of the fair value of the contingent consideration liability was reclassified to due to seller. During the third quarter of 2017 the company paid $17.7 million to settle the final balance owed to the sellers. As of December 31, 2017 , there are no outstanding contingent consideration liabilities. During the twelve months ended December 31, 2017 and 2016 and 2015 , the Company recorded expense (income) of $0.7 million , $10.4 million and $(0.3) million , respectively, due to changes in the fair value of the contingent consideration liability. Please refer to Note 11 for a further summary of activities related to the contingent consideration balances. Shares Issued as Consideration for Acquisitions Purchase agreements entered by the Company for business combinations often state that the purchase price, including contingent consideration, is to be paid in shares of the Company’s common stock. The value of the shares for each issuance is determined either by the closing price of the Company’s common stock on dates specified in each separate agreement or an average of the closing price of the Company's common stock during and average period prior to the distribution. Generally, the date that determines the share value is the date of the purchase agreement, the last date in a contingent consideration measurement period or the date of issuance to the sellers. The following table presents the number of shares issued as consideration for acquisitions and contingent consideration and the corresponding value of those shares during the years ended December 31, 2017 , 2016 and 2015 (in thousands, except share value amounts): Shares of Common Stock Issued Value of Shares Average Share Value Year ended December 31, 2017: Payments of contingent consideration 441 $ 4,678 $ 10.61 Year ended December 31, 2016: Payments of contingent consideration 244 $ 2,012 $ 8.25 Year ended December 31, 2015: Payments of contingent consideration 238 $ 1,570 $ 6.59 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | Acquisitions Contingent Consideration In connection with certain of the Company’s acquisitions, contingent consideration is payable in cash or common stock upon the achievement of certain performance measures over future periods. The Company recorded the acquisition date fair value of the contingent consideration liability as additional purchase price. As discussed in Note 11, the process for determining the fair value of the contingent consideration liability consists of reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. Subsequent to the acquisition date, the Company estimates the fair value of the contingent consideration liability each reporting period and any adjustments made to the fair value are recorded in the Company’s results of operations. If an acquisition reaches the required performance measures within the reporting period, the fair value of the contingent consideration liability is increased to 100% , the maximum potential payment and reclassified to Due to seller. On June 30, 2017 , the EYELEVEL acquisition reached the required performance measures at the end of its earnout period and the balance of the fair value of the contingent consideration liability was reclassified to due to seller. During the third quarter of 2017 the company paid $17.7 million to settle the final balance owed to the sellers. As of December 31, 2017 , there are no outstanding contingent consideration liabilities. During the twelve months ended December 31, 2017 and 2016 and 2015 , the Company recorded expense (income) of $0.7 million , $10.4 million and $(0.3) million , respectively, due to changes in the fair value of the contingent consideration liability. Please refer to Note 11 for a further summary of activities related to the contingent consideration balances. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following is a summary of the goodwill balance for each reportable segment as of December 31 (in thousands): North America International Total Balance as of December 31, 2015 $ 170,736 $ 35,521 $ 206,257 Foreign exchange impact 21 (3,578 ) (3,557 ) Balance as of December 31, 2016 170,757 31,943 202,700 Foreign exchange impact (72 ) (2,682 ) (2,754 ) Balance as of December 31, 2017 $ 170,685 $ 29,262 $ 199,946 Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC 350, Intangibles – Goodwill and Other ("ASC 350"), goodwill is not amortized, but instead is tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Absent any interim indicators of impairment, the Company tests for goodwill impairment as of the first day of the fourth fiscal quarter of each year. The fair value estimates used in the goodwill impairment analysis require significant judgment. The Company's fair value estimates for purposes of performing the analysis are considered Level 3 fair value measurements. The fair value estimates were based on assumptions that management believes to be reasonable, but that are inherently uncertain, including estimates of future revenues and operating margins and assumptions about the overall economic climate and the competitive environment for the business. As discussed in Note 2, the Company performed its annual impairment test as of October 1, 2017 and no impairment was identified. The Company also believes that goodwill is not impaired as of December 31, 2017 . 2015 Goodwill Impairment Charge In the fourth quarter of 2015 , the Company performed its annual goodwill impairment test. In the first step of the impairment test, the Company concluded that the carrying amount of a reporting unit in the International segment exceeded its fair value, requiring the Company to perform the second step of the impairment test to measure the amount of impairment loss, if any. The fair value of the North America reporting unit exceeded its carrying value and the second step was not necessary. Based upon fair value estimates of long-lived assets and discounted cash flows of the reporting unit, the Company compared the implied fair value of the goodwill in this reporting unit with the carrying value. The test resulted in a $37.5 million non-cash, goodwill impairment charge which was recognized in the fourth quarter of 2015 . No tax benefit was recognized on the goodwill impairment charge. This charge had no impact on the Company’s cash flows or compliance with debt covenants. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets The following is a summary of the Company’s other intangible assets as of December 31 (in thousands): 2017 2016 Weighted Average Life Customer lists $ 74,615 $ 72,667 13.6 Non-competition agreements 964 943 4.1 Trade names 2,510 2,510 13.3 Patents 57 57 9.0 78,146 76,177 Less accumulated amortization (50,583 ) (44,639 ) Intangible assets, net $ 27,563 $ 31,538 In accordance with ASC 350, the Company amortizes its intangible assets with finite lives over their respective estimated useful lives and reviews for impairment whenever impairment indicators exist. Impairment indicators could include significant under-performance relative to the historical or projected future operating results, significant changes in the manner of use of assets, significant negative industry or economic trends or significant changes in the Company’s market capitalization relative to net book value. Any changes in key assumptions used by the Company, including those set forth above, could result in an impairment charge and such a charge could have a material adverse effect on the Company’s consolidated results of operations. The Company’s intangible assets consist of customer lists, non-competition agreements, trade names and patents. The Company’s customer lists, which have an estimated weighted-average useful life of approximately fourteen years, are being amortized using the economic life method. The Company’s non-competition agreements, trade names and patents are being amortized on a straight-line basis over their estimated weighted-average useful lives of approximately four years, thirteen years and nine years, respectively. Amortization expense related to these intangible assets was $5.0 million , $5.5 million and $5.8 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The estimated amortization expense for the next five years and thereafter, is as follows (in thousands): 2018 $ 4,571 2019 4,338 2020 4,168 2021 3,862 2022 3,366 Thereafter 7,258 $ 27,563 Customer List and Trade Name Impairment Charges During the fourth quarter of 2016 , the Company recorded a non-cash, intangible asset impairment charge of $0.1 million related to a trade name acquired in a prior year business combination in the International segment. The charge is included in the depreciation and amortization line item of the income statement. During the fourth quarter of 2015 , the Company recognized a $0.2 million non-cash, intangible asset impairment charge related to certain customer lists acquired in prior year business combinations in the EMEA segment. Due to the global realignment discussed in Note 6, the Company evaluated the affected markets and identified certain customer lists for which undiscounted projected cash flows of the customers in those markets did not exceed the recorded book value of the customer lists. As such, the Company recorded an impairment charge of $0.2 million to reduce the customer lists to their respective fair values during its fourth quarter of 2015. The charge was included in the depreciation and amortization line item of the income statement. |
Restructuring Activities and Ot
Restructuring Activities and Other Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities and Other Charges | Restructuring Activities and Charges On December 14, 2015, the Company approved a global realignment plan that allowed the Company to more efficiently meet client needs across its international platform. Through improved integration of global resources, the plan created back office and other efficiencies and allowed for the elimination of approximately 100 positions deemed unnecessary. In connection with these actions, the Company incurred total pre-tax cash restructuring charges of $6.7 million , the majority of which were recognized during 2016. These cash charges included approximately $5.6 million for employee severance and related benefits and $1.1 million for lease and contract termination and other associated costs. The charges were all incurred by the end of 2016 with payouts of the charges occurring in 2017 and beyond. As required by law, the Company consulted with each of the affected countries’ local Works Councils throughout implementation of this plan. During the year ended December 31, 2017 , the Company recognized no restructuring charges related to this plan. The following table summarizes the restructuring activities for this plan for the year ended December 31, 2017 (in thousands): Employee Severance and Related Benefits Lease and Contract Termination Costs Other Total Balance at December 31, 2016 $ 1,349 $ 17 $ 200 $ 1,566 Expenses — — — — Cash payments (866 ) (17 ) (200 ) (1,082 ) Balance at December 31, 2017 $ 484 $ — $ — $ 484 During the year ended December 31, 2016 , the Company recognized $5.6 million in restructuring charges related to this plan of which $0.5 million , $3.9 million , and $1.2 million related to the North America, International, and Other segments, respectively. The plan was completed in the fourth quarter of 2016 and the remaining cash charges accrued as of December 31, 2016 will be paid out in 2018. The following table summarizes the restructuring activities for this plan for the year ended December 31, 2016 (in thousands): Employee Severance and Related Benefits Lease and Contract Termination Costs Other (1) Total December 31, 2015 $ 284 $ 75 $ — $ 359 Expenses 4,552 863 200 5,615 Cash payments (3,487 ) (921 ) — (4,408 ) December 31, 2016 $ 1,349 $ 17 $ 200 $ 1,566 (1) Other charges relate to professional fees. During the year ended December 31, 2015 , the Company recognized $1.1 million in restructuring charges related to this plan of which $0.2 million and $0.9 million related to the North America and International segments, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Computer equipment $ 10,985 $ 9,568 Software, including internal-use software 78,410 68,980 Office equipment and furniture 6,111 5,073 Leasehold improvements 3,576 3,040 99,082 86,661 Less accumulated depreciation (62,368 ) (54,005 ) $ 36,714 $ 32,656 Depreciation expense was $8.4 million , $12.4 million and $11.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. During the fourth quarter of 2017, the Company ceased use of one of its internal-use software platforms and recorded $0.4 million of expense within depreciation and amortization. In accordance with the Company’s fixed asset policy, the Company reviews the estimated useful lives of all the fixed assets, including internally developed software once a year or if there are indicators that a useful life has changed. During the fourth quarter of 2016, there were indicators that the estimated useful lives of certain software assets were longer than the current estimated useful lives. As a result, effective October 1, 2016, the Company changed the estimated useful lives of some of its software assets. The estimated useful lives of such assets were increased by an average of approximately 4.5 years . These assets had a net book value of $20.8 million as of October 1, 2016. The effect of this change in estimate resulted in a reduction of depreciation expense by $1.4 million , increase in net income by $0.8 million and increase in basic and diluted earnings per share by $0.015 for the quarter and year ended December 31, 2016. |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility The Company entered into a Credit Agreement, dated as of August 2, 2010, subsequently amended most recently as of February 3, 2017 , among the Company, the lenders party thereto and Bank of America, N.A., as Administrative Agent (the “Credit Agreement”). The amendment to the credit agreement, dated August 2, 2010, enables InnerWorkings to participate in receivables sale agreements with certain customer’s lenders. The Credit Agreement includes a revolving commitment amount of $175 million in the aggregate with a maturity date of September 25, 2019 and provides the Company the right to increase the aggregate commitment amount by an additional $50 million . Outstanding borrowings under the revolving credit facility are guaranteed by the Company’s material domestic subsidiaries. The Company’s obligations under the Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets. The ranges of applicable rates charged for interest on outstanding loans and letters of credit are 125 - 250 basis point spread for letter of credit fees and loans based on the Eurodollar rate and 25 - 150 basis point spread for loans based on the base rate. The terms of the Credit Agreement include various covenants, including covenants that require the Company to maintain a maximum leverage ratio and a minimum interest coverage ratio. The Credit Agreement requires the Company to maintain a leverage ratio of no more than 3.0 to 1.0 for the quarter ended December 31, 2017 and each period thereafter. The Company is also required to maintain an interest coverage ratio of no less than 5.0 to 1.0 . The Company is in compliance with all covenants in the Credit Agreement as of December 31, 2017 . At December 31, 2017 , the Company had $45.5 million of unused availability under the Credit Agreement and $0.8 million of letters of credit which have not been drawn upon. The book value of the debt under this Credit Agreement is considered to approximate its fair value as of December 31, 2017 as the interest rates are considered in line with current market rates. This would be considered a Level I asset. On February 22, 2016, the Company entered into a Revolving Credit Facility (the “Facility”) with Bank of America N.A. to support ongoing working capital needs of the Company. The Facility includes a revolving commitment amount of $5.0 million whereby maturity dates vary based on each individual drawdown. Outstanding borrowings under the Facility are guaranteed by the Company’s assets. Borrowings and repayments are made in renminbi, the official Chinese currency. The applicable interest rate is 110% of the People’s Bank of China’s base rate. The terms of the Facility include limitations on use of funds for working capital purposes as well as customary representations and warranties made by the Company. At December 31, 2017 , the Company had $4.7 million of unused availability under the Facility. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments The Company leases many of its office facilities for various terms under long-term, noncancelable operating lease agreements. The leases expire at various dates from fiscal year 2018 through fiscal year 2026. Future minimum lease payments are presented below (in thousands): Operating Leases 2018 $ 6,942 2019 5,298 2020 4,334 2021 2,861 2022 1,699 Thereafter 2,080 Total minimum lease payments $ 23,214 The Company recognizes rental expense on a straight-line basis over the term of the lease. The total rent expense for the years ended December 31, 2017 , 2016 and 2015 was $9.9 million , $10.6 million and $11.4 million , respectively and is included in selling, general and administrative expenses in the consolidated statement of operations. Secured Borrowing Arrangements Certain international subsidiaries are party to short-term secured borrowing arrangements which allow the Company to borrow against the value of a pool of current accounts receivable. The Company retains possession of the accounts receivable which are pledged as collateral. The pledged amounts are immaterial to the consolidated accounts receivable balance. Legal Contingencies In October 2013, the Company removed the former owner of Productions Graphics from his role as President of Productions Graphics, the Company’s French subsidiary. He had been in that role since the Company’s 2011 acquisition of Productions Graphics, a European business then principally owned by him. In December 2013, the former owner of Productions Graphics initiated a wrongful termination claim in the Commercial Court of Paris seeking approximately €0.7 million (approximately $1.0 million ) in fees and damages, and this claim is currently pending. In anticipation of this claim, in November 2013, he also obtained a judicial asset attachment order in the amount of €0.7 million (approximately $1.0 million ) as payment security; the attachment order was confirmed in January 2014 and the Company filed an appeal of the order. In March 2015, the appellate court ruled in the Company’s favor in the attachment proceedings, releasing all attachments. The Company disputes the allegations of the former owner of Productions Graphics and intends to vigorously defend these matters. In February 2014, based on a review the Company initiated into certain transactions associated with the former owner of Productions Graphics, the Company concluded that he had engaged in fraud by inflating the results of the Productions Graphics business in order to induce the Company to pay him €7.1 million in contingent consideration pursuant to the acquisition agreement. In light of those findings, in February 2014 the Company filed a criminal complaint in France seeking to redress the harm caused by his conduct and this proceeding is currently pending. In addition, in September 2015 the Company initiated a civil claim in the Paris Commercial Court against the former owner of Productions Graphics, seeking civil damages to redress these same harms. All of the pending civil matters have been stayed in deference to the Company's related criminal complaint. In addition to these pending matters, there may be other potential disputes between the Company and the former owner of Productions Graphics relating to the acquisition agreement. The Company had paid €5.8 million (approximately $8.0 million ) in fixed consideration and €7.1 million (approximately $9.4 million ) in contingent consideration to the former owner of Productions Graphics; the remaining maximum contingent consideration under the acquisition agreemen t was €34.5 million (approximately $37.6 million ) and the Company has determined that none of this amount was earned and payable. In January 2014, a former finance employee of Productions Graphics initiated wrongful termination and overtime claims in the Labor Court of Boulogne-Billancourt and he currently seeks damages of approximately €0.6 million (approximately $0.7 million ). The Company disputes these allegations and intends to vigorously defend these matters. In addition, the Company’s criminal complaint in France, described above, seeks to redress harm caused by this former employee in light of his participation in the fraudulent transactions described above. The labor claim has been stayed in deference to the Company’s related criminal complaint. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"), under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. The provision for income taxes consisted of the following components for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Current income tax expense: Federal $ 4,680 $ 282 $ — State 236 159 324 Foreign 4,471 6,430 5,021 Total current income tax expense 9,387 6,871 5,345 Deferred income tax expense (benefit): Federal 1,586 4,021 3,491 State 1,545 418 465 Foreign 613 (355 ) 2,991 Total deferred income tax expense (benefit) 3,744 4,084 6,947 Income tax expense $ 13,131 $ 10,955 $ 12,292 The provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 differs from the amount computed by applying the U.S. federal income tax rate of 35% to pretax income (loss) because of the effect of the following items (in thousands): Year Ended December 31, 2017 2016 2015 Tax expense (benefit) at U.S. federal income tax rate $ 11,243 $ 5,364 $ (7,270 ) State income taxes, net of federal income tax effect 1,028 449 500 Federal and state deferred tax rate change (5,375 ) — — Transition tax 5,323 — — Effect of non-US operations (2,143 ) (501 ) (254 ) Nontaxable contingent liability fair value changes and goodwill impairment 237 3,578 13,083 Research and development credit (38 ) (297 ) (422 ) Change in valuation allowances 2,103 2,206 5,173 Prior year provision to return adjustment (424 ) (137 ) 372 Write-off of deferred taxes and tax receivables 263 — 858 Nondeductible expense and other 914 293 252 Income tax expense (benefit) $ 13,131 $ 10,955 $ 12,292 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the Company's tax assets and liabilities for financial reporting purposes and the amounts used for income tax return reporting purposes. At December 31, 2017 and 2016 , the Company’s deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2017 2016 Deferred tax assets: Inventory reserve $ 700 $ 902 Other reserves and allowances 52 4,233 Income tax basis in excess of financial statement basis in intangible assets 1,669 3,394 Deductible stock-based compensation 3,760 4,693 Net operating loss carryforward 13,530 9,496 Tax credit carryforwards 428 2,758 20,139 25,476 Valuation allowance (10,711 ) (8,292 ) Total deferred tax assets 9,428 17,184 Deferred tax liabilities: Prepaid & other expenses (265 ) (139 ) Fixed assets (4,946 ) (5,913 ) Intangible assets (15,953 ) (21,392 ) Total deferred tax liabilities (21,164 ) (27,444 ) Net deferred tax liability $ (11,736 ) $ (10,260 ) The realizability of deferred income tax assets is based on a more likely than not threshold. If it is determined that it is more likely than not that deferred income tax assets will not be realized, a valuation allowance must be established against the deferred income tax assets. Realization of deferred tax assets is dependent primarily on the generation of future taxable income. In considering the need for a valuation allowance the Company considers historical taxable income along with other positive and negative evidence in assessing the realizability of its deferred tax assets. For the years ended December 31, 2017 and 2016 , the Company recorded additional valuation allowances of $2.4 million and $2.2 million , respectively, related to operating losses for certain foreign locations. As of December 31, 2017 , the Company has gross federal and state net operating loss (“NOLs”) carryforwards of $0.6 million and $0.3 million , respectively. The federal carryovers begin to expire in 2023 and the state carryovers begin to expire in 2022 . The Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards related to acquired corporations based on a statutory rate of return (usually the “applicable federal funds rate” as defined in the Internal Revenue Code) and the value of the corporation at the time of a “change in ownership” as defined by Section 382. The Company’s total federal NOL as of December 31, 2017 includes $0.6 million of NOLs from acquired corporations. These acquired NOLs have an annual limitation under Section 382 of the Internal Revenue Code of $0.2 million . As of December 31, 2017 , the Company had NOLs in France, Italy, Chile, Germany, South Africa, Japan, and Switzerland of $8.9 million , $0.4 million , $1.3 million , $0.8 million , $0.2 million $0.3 million , and $0.3 million , respectively, which have an indefinite carryover period. A reserve for an uncertain tax position was recorded during 2016 as a result of a sale of intellectual property during 2016 between the Company's subsidiaries for the following amount (in thousands): Uncertain tax positions Balance at December 31, 2016 $ 280 Additions based on tax positions related to the current year — Subtractions based on tax positions related to the current year (35 ) Interest and penalties 8 Balance at December 31, 2017 $ 253 As of December 31, 2017 , the Company had gross state research and development credit carryforwards of approximately $0.3 million . The carryovers began to expire in 2016 . The Company's intention is to indefinitely reinvest all undistributed earnings of its foreign subsidiaries in accordance with ASC 740. Deferred income taxes were not calculated on undistributed earnings (deficit) of foreign subsidiaries, which were $59.0 million and $34.5 million at December 31, 2017 and 2016 , respectively. Determination of the amount of unrecognized deferred tax liability on the undistributed earnings considered indefinitely reinvested is not practicable. The Company's income (loss) before taxes for its foreign operations was $14.9 million , $13.6 million and $(29.6) million for the years ended December 31, 2017 , 2016 and 2015 , respectively. On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Act”). The Act makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among others, that will generally be effective for taxable years beginning after December 31, 2017 . As of the date of enactment, we have adjusted our deferred tax assets and liabilities for our new statutory rate which resulted in a $5.4 million credit to our income tax provision for the year ended December 31, 2017 . In addition, we have estimated and recorded a provisional expense of $5.3 million for transition tax related to our foreign operations. We continue to evaluate the impacts of the Act and will consider additional guidance from the U.S. Treasury Department, IRS or other standard-setting bodies. Further adjustments, if any, will be recorded by us during the measurement period in 2018 as permitted by SEC Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act . We operate under a grant of income tax exemption in Puerto Rico, that became effective for certain operations occurring during the period ending December 31, 2017 and should remain in effect for 20 years as long as specific requirements are satisfied. The impact of this income tax exemption grant decreased foreign taxes by $0.4 million for 2017. The benefit of the tax exemption on diluted earnings per share was less than $0.01. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement ASC 820, Fair Value Measurement ("ASC 820") includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: • Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data. • Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. As of December 31, 2017 the Company no longer has any Level 3 assets or liabilities remaining on its condensed consolidated financial statements as a result of the finalization of the contingent consideration liabilities discussed in Note 3. As of December 31, 2016 , the only Level 3 liabilities on the Company's financial statements related to its potential contingent consideration payments from acquisitions occurring subsequent to January 1, 2009. The fair value of the liabilities determined by this analysis was primarily driven by the probability of reaching the performance measures required by the applicable purchase agreements and the associated discount rates. Probabilities were estimated by reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. If an acquisition reached the required performance measure, the estimated probability would be increased to 100% and reclassified to due to seller, and if the measure was not reached, the probability would have been reduced to reflect the amount earned, if any, depending on the terms of the agreement. Discount rates were determined by applying a risk premium to a risk-free interest rate. The following tables set forth the Company’s financial assets and financial liabilities measured at fair value on a recurring basis and the basis of measurement at December 31, 2016 (in thousands): At December 31, 2016 Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 19,283 $ — $ — $ 19,283 The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3) Contingent Consideration Balance at December 31, 2015 $ 22,162 Contingent consideration payments paid in cash (11,374 ) Contingent consideration payments paid in stock (2,012 ) Change in fair value (1) 10,417 Reclass to Due to seller 402 Foreign exchange impact (2) (312 ) Balance at December 31, 2016 19,283 Contingent consideration payments paid in cash (15,345 ) Contingent consideration payments paid in stock (4,678 ) Change in fair value (1) 677 Foreign exchange impact (2) 63 Balance at December 31, 2017 $ — (1) Adjustments to original contingent consideration obligations recorded were the result of using revised financial forecasts and updated fair value measurements, see note 3. These changes are recognized within operating expenses on the consolidated statements of operations. (2) Changes in the contingent consideration liability which are caused by foreign exchange rate fluctuations are recognized in other comprehensive income. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding ass uming dilution. Dilutive common shares outstanding is computed using the Treasury Stock Method and reflects the additional shares that would be outstanding if dilutive stock options were exercised and restricted stock and restricted stock units were settled for common shares during the period. In addition, dilutive shares would include any shares issuable related to PSUs for which the performance conditions have been met as of the end of the period. For the years ended December 31, 2017 , 2016 and 2015 , respectively, 1.1 million , 3.8 million and 3.2 million options and restricted common shares were excluded from the calculation as these options and restricted common shares were anti-dilutive. The computation of basic and diluted earnings per common share for the years ended December 31, 2017 , 2016 and 2015 , is as follows (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Numerator: Net income (loss) $ 18,979 $ 4,370 $ (33,063 ) Denominator: Denominator for basic earnings (loss) per share—weighted-average shares outstanding 53,851 53,607 52,791 Effect of dilutive securities: Employee stock options and restricted common shares 1,093 728 — Contingently issuable shares — 125 — Denominator for diluted earnings (loss) per share 54,944 54,460 52,791 Basic earnings (loss) per share $ 0.35 $ 0.08 $ (0.63 ) Diluted earnings (loss) per share $ 0.35 $ 0.08 $ (0.63 ) |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Program On February 12, 2015, the Company announced that its Board of Directors approved a share repurchase program authorizing the repurchase of up to an aggregate of $20 million of its common stock through open market and privately negotiated transactions over a two -year period. On November 2, 2016, the Board of Directors approved a two-year extension to the share repurchase program through February 28, 2019. On May 4, 2017, the Board of Directors authorized the repurchase of up to an additional $30.0 million of its common stock through open market and privately negotiated transactions over a tw o-year period ending May 31, 2019. The timing and amount of any share repurchases will be determined based on market conditions, share price, and other factors and the program may be discontinued or suspended at any time. Repurchases will be made in compliance with SEC rules and other legal requirements. During the year ended December 31, 2017 , the Company repurchased 1,121,928 shares of its common stock for an aggregate amount of $11.0 million at an average cost of $9.78 per share. During the year ended December 31, 2016 , the Company did not repurchase any shares of its common stock under this program. Shares repurchased under this program are recorded at acquisition cost, including related expenses. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans In 2006, the Company adopted the 2006 Stock Incentive Plan (the "Plan"). Upon adoption, all previously existing plans were merged into the Plan and ceased to separately exist. The Plan was amended and restated effective June 2016 resulting in an increase in the maximum number of shares of common stock that may be issued under the Plan by 2,900,000 , from 7,850,000 to 10,750,000 . The Company’s policy is to issue shares resulting from the exercise of stock options, issuance of performance stock units and conversion of restricted stock as new shares. The Company recorded share-based stock compensation expense of $6.8 million , $5.6 million and $5.9 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As discussed in Note 2 Recent Accounting Pronouncements , the Company adopted ASU 2016-09 and for the year ended December 31, 2017 began recognizing forfeitures as they occurred. The 2016 and 2015 stock-based compensation expense is recorded net of an estimated forfeiture rate and adjusted to reflect actual forfeiture activity. The estimated forfeiture rates applied as of December 31, 2016 ranged from 7.0% to 8.0% for various types of employees. The Company recorded $0.9 million and $1.0 million of additional stock-based compensation expense for the years ended December 31, 2016 and 2015 , respectively, for awards vested which exceeded the expense recorded using the estimated forfeiture rate. Stock Options Eligible employees receive non-qualified stock options as a portion of their total compensation. The options vest over various time periods depending upon the grant, but generally vest ratably over a four year service period. Vested options may be exercised and converted to one share of the Company’s common stock in exchange for the exercise price which is generally equal to the closing share price on the grant date. Compensation expense is measured by determining the fair value of each award using the Black-Scholes option valuation model. The fair value is then recognized over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis for the entire award. The stock-based compensation expense related to stock options for the years ended December 31, 2017 , 2016 and 2015 was $2.9 million , $2.3 million and $2.4 million , respectively. A summary of stock option activity for the years ended December 31, 2017 , 2016 and 2015 is as follows (in thousands, except per share amounts): Outstanding Options Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2014 4,046 $ 8.35 $ 4,725 Granted 975 6.87 — Exercised (405 ) 2.95 1,604 Forfeited (556 ) 9.58 — Outstanding at December 31, 2015 4,060 8.37 2,760 Granted 1,348 8.15 — Exercised (420 ) 6.27 4,455 Forfeited (227 ) 10.20 — Outstanding at December 31, 2016 4,761 8.40 8,655 Granted 568 10.73 — Exercised (428 ) 7.85 1,300 Forfeited (467 ) 10.39 539 Outstanding at December 31, 2017 4,434 $ 8.57 $ 9,340 Options vested and exercisable at December 31, 2017 2,505 $ 8.62 $ 5,860 The Company’s stock options have a maximum term of 10 years from the date of grant. The weighted average remaining contractual life for options outstanding and options vested and exerciseable at December 31, 2017 is 5.70 and 3.68 years, respectively. The weighted-average fair values and ranges of exercise prices for stock options granted during the years ended December 31, 2017 , 2016 and 2015 , which vest ratably over four or five years, are as follows (in thousands, except per share amounts): Options Granted Weighted-Average Fair Value Exercise Prices 2015 975 $ 3.39 $6.21 - $8.20 2016 1,348 $ 3.38 $6.99 - $9.20 2017 568 $ 4.42 $9.32 - $11.47 The number of vested options totaled 2.5 million , 2.5 million and 2.5 million as of December 31, 2017 , 2016 and 2015 , respectively. The aggregate intrinsic value of options outstanding and exercisable represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of each fiscal year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options in 2017 , 2016 and 2015 , respectively. These amounts change based on the fair market value of the Company’s stock which was $10.03 , $9.98 and $7.50 on the last business day of the years ended December 31, 2017 , 2016 and 2015 , respectively. The following assumptions were utilized in the Black-Scholes valuation model for options granted in 2017 , 2016 and 2015 : 2017 2016 2015 Dividend yield — — — Risk-free interest rate 1.98%-2.34% 1.53%-2.03% 1.92%-2.12% Expected life 6.5 years 6.5 years 6 years Volatility 36.0%-38.0% 38.0%-50.0% 50.0 % No dividend yield is used as the Company does not currently, nor historically, pay dividends. The risk-free interest rate is based on actual U.S. Treasury zero-coupon rates for bonds commensurate with the expected term. Expected term is estimated based on historical experience related to similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The Company believes that its historical experience provides the best estimate of future expected life. The expected volatility assumption is based on the historical volatility of the Company’s common stock over a period commensurate with the expected term. There was $5.0 million , $7.4 million and $5.6 million of unrecognized compensation costs related to the stock options granted under the Plan as of December 31, 2017 , 2016 and 2015 , respectively. This cost is expected to be recognized over a weighted average period of 2.4 , 3.6 and 2.8 years, respectively. The following table summarizes information about all stock options outstanding for the Company as of December 31, 2017 (share amounts in thousands): Options Outstanding Options Vested Exercise Price Number Outstanding Weighted-Average Life Remaining (Years) Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $0.00 - $4.36 64 1.29 $ 3.11 64 $ 3.11 $4.37 - $7.95 2,189 5.23 $ 6.68 1,320 $ 6.43 $7.96 - $11.97 1,613 7.50 $ 9.55 552 $ 9.32 $11.98 - $15.05 568 2.94 $ 13.65 568 $ 13.65 4,434 5.70 $ 8.57 2,505 $ 8.62 Restricted Common Shares Eligible employees receive restricted common shares as a portion of their total compensation. The restricted common shares vest over various time periods depending upon the grant, but generally vest from one to five years and convert to common stock at the conclusion of the vesting period. The Company measures the compensation cost based on the closing market price of the Company’s common stock at the grant date. The stock-based compensation expense related to restricted common shares for the years ended December 31, 2017 , 2016 and 2015 was $3.5 million , $3.3 million and $3.5 million , respectively. A summary of restricted share activity is as follows (in thousands, except per share amounts): Outstanding Restricted Common Shares Weighted- Average Grant- Date Fair Value Nonvested Restricted Common shares at December 31, 2014 1,090 $ 8.92 Granted 688 6.90 Vested and transferred to unrestricted common stock (465 ) 8.40 Forfeited (356 ) 8.19 Nonvested Restricted Common shares at December 31, 2015 957 7.66 Granted 559 8.24 Vested and transferred to unrestricted common stock (429 ) 7.71 Forfeited (78 ) 8.04 Nonvested Restricted Common shares at December 31, 2016 1,009 7.92 Granted 332 11.00 Vested and transferred to unrestricted common stock (403 ) 8.28 Forfeited (166 ) 8.51 Nonvested Restricted Common shares at December 31, 2017 772 $ 8.98 There were $5.1 million , $7.6 million and $6.9 million of total unrecognized compensation costs related to the restricted common shares as of December 31, 2017 , 2016 and 2015 , respectively. This cost is expected to be recognized over a weighted average period of 2.5 , 2.6 and 2.7 years, as of December 31, 2017 , 2016 and 2015 , respectively. Performance-Based Restricted Stock Units: During fiscal 2017, the Company granted a performance-based restricted stock unit award to the Company's executive officers. The performance-based restricted stock unit awards are subject to vesting based on a performance-based condition and a service-based condition. At the end of the three-year service period, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between April 1, 2017 and December 31, 2019 as approved by the Compensation Committee, these performance-based restricted stock units will vest in a percentage of the target number of shares between 0 and 200% , depending on the extent the performance condition is achieved. Each of the units granted represent the right to receive one share of the Company’s common stock at a specified future date. As of December 31, 2017 , the number of common shares issuable upon vesting of these PSUs could range from zero to 256,465 shares. Outstanding Weighted- Average Grant- Date Fair Value Nonvested Performance Share Units at December 31, 2016 — $ — Granted 151,822 11.10 Forfeited (23,588 ) 11.10 Nonvested Performance Share Units at December 31, 2017 128,234 $ 11.10 Compensation expense for PSUs is subject to adjustment based on management's assessment of the Company's performance relative to the target number of shares performance criteria.The stock-based compensation expense related to restricted common shares for the year ended December 31, 2017 was $0.4 million . There was $1.4 million of total unrecognized compensation costs related to the performance-based restricted stock units as of December 31, 2017 that is expected to be recognized over the remaining 2.0 years. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans The Company adopted a 401(k) savings plan effective February 1, 2005, covering all of the Company’s employees upon completion of 30 days of service. Employees may contribute a percentage of eligible compensation on both a before-tax basis and after-tax basis. The Company has the right to make discretionary contributions to the plan. For the years ended December 31, 2017 , 2016 and 2015 , total costs incurred from the Company’s contributions to the 401(k) plan were $1.0 million , $1.2 million and $1.0 million , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Agreements and Services with Related Parties The Company provides print procurement services to Arthur J. Gallagher & Company. J. Patrick Gallagher, Jr., a member of the Company’s Board of Directors, is the Chairman, President and Chief Executive Officer of Arthur J. Gallagher & Company and has a direct ownership interest in Arthur J. Gallagher & Company. The total amount billed for such procurement services during the years ended December 31, 2017 , 2016 and 2015 was $1.9 million , $1.9 million and $1.7 million , respectively. Additionally, Arthur J. Gallagher & Company provides insurance brokerage and risk management services to the Company. As consideration for these services, Arthur J. Gallagher & Company billed the Company $0.1 million , $0.2 million and $0.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The amounts receivable from Arthur J. Gallagher & Company was $0.2 million and $0.4 million as of December 31, 2017 and 2016 , respectively. In the fourth quarter of 2017 the Company began providing marketing execution services to Enova International, Inc. David Fisher, a member of the Company’s Board of Directors, is the Chairman and Chief Executive Officer of Enova International, Inc. and has a direct ownership interest in Enova International, Inc. The total amount billed for such procurement services during the year ended December 31, 2017 is $0.1 million . The amount receivable from Enova, Inc. was $0.1 million as of December 31, 2017 . |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flow information is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Cash paid for: Interest $ 4,072 $ 4,338 $ 4,306 Income taxes 9,838 5,485 3,863 $ 13,910 $ 9,823 $ 8,169 Noncash investing and financing activities: Shares issued as payment of contingent consideration $ 4,678 $ 2,012 $ 1,570 $ 4,678 $ 2,012 $ 1,570 |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments Segment information is prepared on the same basis that our Chief Executive Officer, who is our chief operating decision maker (“CODM”), manages the segments, evaluates financial results and makes key operating decisions. The Company is organized and managed as two business segments: North America and International. The North America segment includes operations in the United States and Canada; the International segment includes all other operations across Europe, Asia, Mexico, Central America and South America; Other consists of intersegment eliminations, shared service activities and unallocated corporate expenses. All transactions between segments are presented at their gross amounts and eliminated through Other. Management evaluates the performance of its operating segments based on net revenues and Adjusted EBITDA, which is a non-U.S. GAAP financial measure. The accounting policies of each of the operating segments are the same as those described in the summary of significant accounting policies in Note 2. Adjusted EBITDA represents income from operations excluding depreciation and amortization, stock-based compensation expense, income/expense related to changes in the fair value of contingent consideration liabilities and other items as described below. Management does not evaluate the performance of its operating segments using asset measures. The identifiable assets by segment disclosed in this note are those assets specifically identifiable within each segment and include cash, accounts receivable, inventory, goodwill and intangible assets. Shared service assets are primarily comprised of short-term investments, capitalized internal-use software and net property and equipment for the corporate headquarters. The table below presents financial information for our reportable operating segments and Other for the fiscal years noted (in thousands): North America International Other (2) Total Fiscal 2017: Revenue from third parties $ 776,400 $ 359,856 $ — $ 1,136,256 Revenue from other segments 5,469 15,137 (20,606 ) — Total revenue 781,869 374,993 (20,606 ) 1,136,256 Adjusted EBITDA (1) 78,079 20,063 (35,867 ) 62,275 Fiscal 2016: Revenue from third parties 734,164 356,540 — 1,090,704 Revenue from other segments 6,029 17,526 (23,555 ) — Total revenue 740,193 374,066 (23,555 ) 1,090,704 Adjusted EBITDA (1) 67,969 22,576 (31,392 ) 59,153 Fiscal 2015: Revenue from third parties 708,532 320,821 — 1,029,353 Revenue from other segments 7 8,691 (8,698 ) — Total revenue 708,539 329,512 (8,698 ) 1,029,353 Adjusted EBITDA (1) 63,744 14,936 (27,881 ) 50,799 (1) Adjusted EBITDA, which represents income from operations with the addition of depreciation and amortization, stock-based compensation expense, income/expense related to changes in the fair value of contingent consideration liabilities, goodwill and intangible asset impairment charges, restructuring and other charges, secured assets reserves, professional fees related to ASC 606 implementation, business development realignment, CEO search costs, and Czech currency impact on procurement margin is considered a non-GAAP financial measure under SEC regulations. Income from operations is the most directly comparable financial measure calculated in accordance with GAAP. The Company presents this measure as supplemental information to help investors better understand trends in its business results over time. The Company's management team uses Adjusted EBITDA to evaluate the performance of the business. Adjusted EBITDA is not equivalent to any measure of performance required to be reported under GAAP, nor should this data be considered an indicator of the Company's overall financial performance and liquidity. Moreover, the Adjusted EBITDA definition the Company uses may not be comparable to similarly titled measures reported by other companies. (2) Other consists of intersegment eliminations, shared service activities and unallocated corporate expenses. The table below reconciles Adjusted EBITDA and Income (loss) before income taxes in our Consolidated statement of operations (in thousands): Year Ended December 31, 2017 2016 2015 Adjusted EBITDA $ 62,275 $ 59,153 $ 50,799 Depreciation and amortization (13,390 ) (17,916 ) (17,472 ) Stock-based compensation (6,820 ) (5,572 ) (5,873 ) Change in fair value of contingent consideration (677 ) (10,417 ) 270 Goodwill impairment charge — — (37,539 ) Intangible asset impairment charges — (70 ) (202 ) Restructuring and other charges — (5,615 ) (1,053 ) Business development realignment (715 ) — — Professional fees related to ASC 606 implementation (829 ) — — CEO search costs (454 ) — — Czech currency impact on procurement margin (860 ) — — Secured asset reserve (1) — — (2,023 ) Total other expense (6,420 ) (4,238 ) (7,678 ) Income (loss) before income taxes $ 32,110 $ 15,325 $ (20,771 ) (1) The Company accrued a reserve of $2.0 million in 2015 , respectively, on inventory in which it holds a security interest. The inventory was procured for a former client. The table below presents total assets for the Company's reportable segments and Other as of December 31, 2017 and December 31, 2016 . December 31, 2017 December 31, 2016 North America $ 394,052 $ 368,149 International 226,065 202,007 Other 19,902 20,843 Total Assets $ 640,019 $ 590,999 The Company had long-lived assets, consisting of net property and equipment, in the United States of $21.8 million , $21.2 million at December 31, 2017 and 2016 , respectively. Long-lived assets in foreign countries were $14.9 million and $11.4 million at December 31, 2017 and 2016 , respectively. The Company does not record revenue for financial reporting purposes by product and service category and therefore, it is impracticable for the Company to report revenue in such manner. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The tables below are a condensed summary of the Company’s unaudited quarterly statements of operations and quarterly earnings per share data for the years ended December 31, 2017 and 2016 (in thousands, except per share data): Year Ended December 31, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 267,390 $ 279,530 $ 288,386 $ 300,950 Gross profit 64,277 70,227 72,519 71,311 Net income 5,456 4,493 7,528 1,499 Net income per share: Basic $ 0.10 $ 0.08 $ 0.14 $ 0.03 Diluted $ 0.10 $ 0.08 $ 0.14 $ 0.03 Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 271,073 $ 269,220 $ 279,993 $ 270,418 Gross profit 61,946 65,094 67,781 68,727 Net income (loss) (2,693 ) (2,324 ) 4,341 5,047 Net income (loss) per share: Basic $ (0.05 ) $ (0.04 ) $ 0.08 $ 0.09 Diluted $ (0.05 ) $ (0.04 ) $ 0.08 $ 0.09 |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Valuation and Qualifying Accounts (in thousands) Description Balance at Beginning of Period Charged to Expense (Uncollectible Accounts Written Off, Net of Recoveries) Balance at End of Period Fiscal year ended December 31, 2017 Allowance for doubtful accounts $ 2,622 $ 454 $ 457 $ 3,534 Fiscal year ended December 31, 2016 Allowance for doubtful accounts $ 1,231 $ 2,171 $ (780 ) $ 2,622 Fiscal year ended December 31, 2015 Allowance for doubtful accounts $ 2,685 $ 1,949 $ (3,403 ) $ 1,231 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements include the accounts of InnerWorkings, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Preparation of Financial Statements and Use of Estimates | Preparation of Financial Statements and Use of Estimates The preparation of the consolidated financial statements is in conformity with accounting principles generally accepted in the United States ("GAAP"). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to product returns, allowance for doubtful accounts, inventories and inventory valuation, valuation and impairments of goodwill and long-lived assets, income taxes, accrued bonus, contingencies, stock-based compensation and litigation costs. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results can differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The Company determines the functional currency for its parent company and each of its subsidiaries by reviewing the currencies in which their respective operating activities occur. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Transaction gains and losses arising from activities in other than the applicable functional currency are calculated using average exchange rates for the applicable period and reported in net income as a non-operating item in each period. Non-monetary balance sheet items denominated in a currency other than the applicable functional currency are translated using the historical rate. The net realized gains (losses) on foreign currency transactions was $(1.4) million , $0.6 million and $(3.3) million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As further discussed in Note 2, the net realized losses on foreign currency transactions for the year ended December 31, 2015 includes a charge of $1.5 million for the remeasurement of the Company's net assets in Venezuela. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue upon meeting all of the following revenue recognition criteria, which is typically met upon shipment or delivery of our products to customers: (i) persuasive evidence of an arrangement exists through customer contracts and orders, (ii) the customer takes title and assumes the risks and rewards of ownership, (iii) the sales price charged is fixed or determinable as evidenced by customer contracts and orders and (iv) collectability is reasonably assured. Unbilled revenue represents shipments or deliveries that have been made to customers for which the related account receivable has not yet been invoiced. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-45, Revenue Recognition – Principal Agent Considerations , the Company generally reports revenue on a gross basis because the Company is the primary obligor in its arrangements to procure marketing materials and other products for its customers. Under these arrangements, the Company is responsible for the fulfillment, including the acceptability, of the printed materials and other products. In addition, the Company (i) determines which suppliers are included in its network, (ii) has discretion to select from among the suppliers within its network, (iii) is obligated to pay its suppliers regardless of whether it is paid by its customers and (iv) has reasonable latitude to establish exchange price. In some transactions, the Company also has general inventory risk and is involved in the determination of the nature or characteristics of the printed materials and products. When the Company is not the primary obligor, revenues are reported on a net basis. The Company recognizes revenue for creative, design, installation, warehousing and other services provided to its customers which may be delivered in conjunction with the procurement of marketing materials at the time when delivery and customer acceptance occur and all other revenue recognition criteria are met. When provided on a stand-alone basis, the Company recognizes revenue for these services upon completion of the service. Service revenue has not been material to the Company’s overall revenue to date. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms. Payment terms with customers are generally 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer, less an estimate for potential bad debts. Interest is not generally accrued on outstanding balances. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. The Company estimates the collectability of its accounts receivable based on a combination of factors including, but not limited to, customer credit ratings and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings or substantial downgrading of credit ratings), the Company provides allowances for bad debts against amounts due to reduce the net recognized receivable to the amount it reasonably believes will be collected. Aged receivables are reviewed on a regular basis and uncollectible accounts are written off when all reasonable collection efforts have been exhausted. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Net realizable value is based upon an estimated average selling price reduced by estimated costs of disposal. Inventories primarily consist of purchased finished goods. Finished goods inventory includes consigned inventory held on behalf of customers as well as inventory held at third-party fulfillment centers and subcontractors. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: Computer equipment 3 years Software, including internal-use software 1 to 6 years Office equipment 5 years Furniture and fixtures 7 years Leasehold improvements are depreciated using the straight-line method over the shorter of their estimated useful lives or the terms of the related leases. |
Internal-Use Software | Internal-Use Software In accordance with ASC 350-40, Intangibles—Goodwill and Other, Internal-Use Software, certain costs incurred in the planning and evaluation stage of internal-use computer software are expensed as incurred. Certain costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal-use software costs are depreciated over the expected economic useful life of three to six years using the straight-line method. Capitalized internal-use software asset depreciation expense for the years ended December 31, 2017 , 2016 and 2015 was $5.4 million , $9.2 million and $8.6 million , respectively and is included in total depreciation expense. At December 31, 2017 and 2016 , the net book value of internal-use software was $29.7 million and $26.0 million , respectively. Effective October 1, 2016, the Company changed the estimated useful lives of some of its software assets. The estimated useful lives of such assets were increased by an average of approximately 4.5 years , see note 7. |
Goodwill | Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC 350, Intangibles—Goodwill and Other ("ASC 350") , goodwill is not amortized, but instead is tested for impairment annually or more frequently if circumstances indicate a possible impairment may exist. Absent any interim indicators of impairment, the Company tests for goodwill impairment as of the first day of its fourth fiscal quarter of each year. Under ASC 350, an entity is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If the quantitative test is required, in the first step, the fair value for each reporting unit is compared to its book value including goodwill. In the case that the fair value is less than the book value, a second step is performed which compares the implied fair value of goodwill to the book value of goodwill. The fair value for the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair values of the identifiable assets and liabilities. If the implied fair value of the goodwill is less than the book value of the goodwill, the difference is recognized as an impairment. At October 1, 2017 , the Company elected to perform a qualitative assessment of the likelihood that goodwill is impaired. Based on the assessment, no impairment was identified as of October 1, 2017 . The Company does not believe that goodwill is impaired as of December 31, 2017 . |
Other Intangible Assets | Other Intangible Assets In accordance with ASC 350 , Intangibles—Goodwill and Other, the Company amortizes its intangible assets with finite lives over their respective estimated useful lives and reviews for impairment whenever impairment indicators exist. Impairment indicators could include significant under-performance relative to the historical or projected future operating results, significant changes in the manner of use of assets, significant negative industry or economic trends or significant changes in the Company’s market capitalization relative to net book value. Any changes in key assumptions used by the Company, including those set forth above, could result in an impairment charge and such a charge could have a material adverse effect on the Company’s consolidated results of operations. The Company’s intangible assets consist of customer lists, non-competition agreements, trade names and patents. The Company’s customer lists, which have an estimated weighted-average useful life of approximately fourteen years , are being amortized using the economic life method. The Company’s non-competition agreements, trade names and patents are being amortized on the straight-line basis over their estimated weighted-average useful lives of approximately four years , thirteen years and nine years , respectively. In the fourth quarter of 2016 , the Company recorded a non-cash, intangible asset impairment charge of $0.1 million . For additional information related to the intangible asset impairment, see Note 5. There were no impairment charges recorded in 2017 or 2015. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are classified in cost of goods sold in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. The Company recognizes the tax benefit from an uncertain tax position only if it is “more likely than not” the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no interest or penalties related to unrecognized tax benefits for the years ended December 31, 2017 , 2016 and 2015 . Based on the Company’s evaluation, it was concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The evaluation was performed for the tax years ended December 31, 2017 , 2016 , 2015 and 2014 , the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2017 . On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Act”). The Act makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among others, that will generally be effective for taxable years beginning after December 31, 2017 . As of the date of enactment, we have adjusted our deferred tax assets and liabilities for our new statutory rate which resulted in a $5.4 million credit to our income tax provision for the year ended December 31, 2017 . In addition, we have estimated and recorded a provisional expense $5.3 million for transition tax related to our foreign operations. |
Advertising | Advertising Costs of advertising, which are expensed as incurred by the Company, were $1.2 million , $1.4 million and $1.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively and are included in selling, general and administrative expenses in the consolidated statement of operations. |
Comprehensive Income | Comprehensive Income (Loss) The components of accumulated comprehensive loss included in the Consolidated Balance Sheets at December 31, 2017 and 2016 are as follows (in thousands): Foreign Currency Translation Adjustments Balance at December 31, 2015 $ (13,993 ) Other comprehensive loss before reclassifications (6,806 ) Net current-period other comprehensive loss (6,806 ) Balance at December 31, 2016 (20,799 ) Other comprehensive income before reclassifications 1,719 Net current-period other comprehensive income 1,719 Balance at December 31, 2017 $ (19,079 ) |
Share-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation awards in accordance with ASC 718, Compensation-Stock Compensation . Compensation expense is measured by determining the fair value of each award using the Black-Scholes option valuation model for stock options or the closing share price on the grant date for restricted shares and performance share units. The fair value is then recognized over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis for the entire award. On June 1, 2017, the Compensation Committee approved, pursuant to the 2006 Stock Incentive Plan, awards of performance share units (“PSUs”) for certain executive officers and employees. The PSUs are performance-based awards that will settle in shares of the Company's common stock, in an amount between 0% and 200% of the target award level, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between April 1, 2017 and December 31, 2019. Compensation expense for PSUs is measured by determining the fair value of the award using the closing share price on the grant date and is recognized ratably from the grant date to the vesting date for the number of awards expected to vest. The amount of compensation expense recognized for PSUs is dependent upon a quarterly assessment of the likelihood of achieving the performance conditions and is subject to adjustment based on management's assessment of the Company's performance relative to the target number of shares performance criteria. Stock-based compensation cost recognized during the period is based on the full grant date fair value of the share-based payment awards adjusted for any forfeitures during the period. Stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statement of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Scope of Modification Accounting ("ASU 2017-09"), which amends ASC 718, Compensation - Stock Compensation. This ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. The new guidance will be applied prospectively to awards modified on or after the adoption date. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. This ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on the consolidated financial statements and related disclosures. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which amends ASC 230, Statement of Cash Flows. This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The guidance is effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's consolidated financial statements. Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , ("ASU 2016-09") which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. Under the standard, the income tax effects of awards are required to be recognized in the income statement when the awards vest or are settled, as opposed to in additional paid-in capital under the current guidance. The standard also provides an option to recognize gross share-based compensation expense with actual forfeitures recognized as they occur, which the Company has elected to adopt. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method. Early adoption is permitted. In the first quarter of 2017, the Company applied a modified retrospective transition method to account for the changes under the standard related to income taxes and the policy election for recording forfeitures as they occur. The Company adopted all amendments to the standard at January 1, 2017. The amendments related to the classification of excess tax benefits on the statement of cash flows were adopted prospectively and the classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes was adopted retrospectively. The adoption of both resulted in no prior period adjustments. With the adoption of the standards related to eliminating the requirement that excess tax benefits be realized before companies can recognize them and election to recognize forfeitures as they occur, the Company elected to use the modified retrospective method which resulted in changes to retained earnings, components of equity and net assets. The net cumulative effect of these changes resulted in a $2.1 million increase to additional paid in capital, a $2.3 million decrease to deferred tax liabilities and a $0.2 million increase to retained earnings. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) , ("ASU 2016-02") which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosure of key information about leasing arrangements. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability for most leases in the balance sheet as well as other qualitative and quantitative disclosures. The update is to be applied using a modified retrospective method and is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue using a five-step process that supersedes virtually all existing revenue guidance. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. The FASB has issued several amendments to the standard since ASU 2014-09. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective transition method). The Company will adopt ASU 2014-09 on January 1, 2018 using the modified retrospective transition method. The Company is finalizing updates to the accounting policies and processes to address the variations from current practices, inclusive of the required additional disclosures in the period subsequent to adoption. Specifically, under the current guidance, the Company defers revenue for inventory billed but not yet shipped. As a result of the adoption of the new guidance, in certain situations the Company may be able to recognize revenue for inventory billed but not yet shipped, which could accelerate the timing, but not the total amount, of revenue recognized and would not impact the timing of cash flows. We are in the process of finalizing the measurement of the cumulative effect of adopting the new guidance. The Company’s analysis of its contracts under the new standard supports two historical conclusions of the Company and its current revenue policy: 1) the Company typically recognizes revenue at a point in time rather than over a period of time and, 2) the Company typically recognizes revenue on a gross basis when the Company is the primary obligor. We plan to issue further disclosures around the adoption of ASC 606 Revenue from Contracts with Customers as part of our first quarter 2018 Form 10-Q filing. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: Computer equipment 3 years Software, including internal-use software 1 to 6 years Office equipment 5 years Furniture and fixtures 7 years Property and equipment at December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Computer equipment $ 10,985 $ 9,568 Software, including internal-use software 78,410 68,980 Office equipment and furniture 6,111 5,073 Leasehold improvements 3,576 3,040 99,082 86,661 Less accumulated depreciation (62,368 ) (54,005 ) $ 36,714 $ 32,656 |
Schedule of AOCI | The components of accumulated comprehensive loss included in the Consolidated Balance Sheets at December 31, 2017 and 2016 are as follows (in thousands): Foreign Currency Translation Adjustments Balance at December 31, 2015 $ (13,993 ) Other comprehensive loss before reclassifications (6,806 ) Net current-period other comprehensive loss (6,806 ) Balance at December 31, 2016 (20,799 ) Other comprehensive income before reclassifications 1,719 Net current-period other comprehensive income 1,719 Balance at December 31, 2017 $ (19,079 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Contingent Consideration | Acquisitions Contingent Consideration In connection with certain of the Company’s acquisitions, contingent consideration is payable in cash or common stock upon the achievement of certain performance measures over future periods. The Company recorded the acquisition date fair value of the contingent consideration liability as additional purchase price. As discussed in Note 11, the process for determining the fair value of the contingent consideration liability consists of reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. Subsequent to the acquisition date, the Company estimates the fair value of the contingent consideration liability each reporting period and any adjustments made to the fair value are recorded in the Company’s results of operations. If an acquisition reaches the required performance measures within the reporting period, the fair value of the contingent consideration liability is increased to 100% , the maximum potential payment and reclassified to Due to seller. On June 30, 2017 , the EYELEVEL acquisition reached the required performance measures at the end of its earnout period and the balance of the fair value of the contingent consideration liability was reclassified to due to seller. During the third quarter of 2017 the company paid $17.7 million to settle the final balance owed to the sellers. As of December 31, 2017 , there are no outstanding contingent consideration liabilities. During the twelve months ended December 31, 2017 and 2016 and 2015 , the Company recorded expense (income) of $0.7 million , $10.4 million and $(0.3) million , respectively, due to changes in the fair value of the contingent consideration liability. Please refer to Note 11 for a further summary of activities related to the contingent consideration balances. |
Schedule of Equity Interest Issued or Issuable | The following table presents the number of shares issued as consideration for acquisitions and contingent consideration and the corresponding value of those shares during the years ended December 31, 2017 , 2016 and 2015 (in thousands, except share value amounts): Shares of Common Stock Issued Value of Shares Average Share Value Year ended December 31, 2017: Payments of contingent consideration 441 $ 4,678 $ 10.61 Year ended December 31, 2016: Payments of contingent consideration 244 $ 2,012 $ 8.25 Year ended December 31, 2015: Payments of contingent consideration 238 $ 1,570 $ 6.59 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following is a summary of the goodwill balance for each reportable segment as of December 31 (in thousands): North America International Total Balance as of December 31, 2015 $ 170,736 $ 35,521 $ 206,257 Foreign exchange impact 21 (3,578 ) (3,557 ) Balance as of December 31, 2016 170,757 31,943 202,700 Foreign exchange impact (72 ) (2,682 ) (2,754 ) Balance as of December 31, 2017 $ 170,685 $ 29,262 $ 199,946 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following is a summary of the Company’s other intangible assets as of December 31 (in thousands): 2017 2016 Weighted Average Life Customer lists $ 74,615 $ 72,667 13.6 Non-competition agreements 964 943 4.1 Trade names 2,510 2,510 13.3 Patents 57 57 9.0 78,146 76,177 Less accumulated amortization (50,583 ) (44,639 ) Intangible assets, net $ 27,563 $ 31,538 |
Schedule of Future Amortization Expense | The estimated amortization expense for the next five years and thereafter, is as follows (in thousands): 2018 $ 4,571 2019 4,338 2020 4,168 2021 3,862 2022 3,366 Thereafter 7,258 $ 27,563 |
Restructuring Activities and 33
Restructuring Activities and Other Charges (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | ||
Schedule of Restructuring Charges | The following table summarizes the restructuring activities for this plan for the year ended December 31, 2017 (in thousands): Employee Severance and Related Benefits Lease and Contract Termination Costs Other Total Balance at December 31, 2016 $ 1,349 $ 17 $ 200 $ 1,566 Expenses — — — — Cash payments (866 ) (17 ) (200 ) (1,082 ) Balance at December 31, 2017 $ 484 $ — $ — $ 484 | The following table summarizes the restructuring activities for this plan for the year ended December 31, 2016 (in thousands): Employee Severance and Related Benefits Lease and Contract Termination Costs Other (1) Total December 31, 2015 $ 284 $ 75 $ — $ 359 Expenses 4,552 863 200 5,615 Cash payments (3,487 ) (921 ) — (4,408 ) December 31, 2016 $ 1,349 $ 17 $ 200 $ 1,566 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: Computer equipment 3 years Software, including internal-use software 1 to 6 years Office equipment 5 years Furniture and fixtures 7 years Property and equipment at December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Computer equipment $ 10,985 $ 9,568 Software, including internal-use software 78,410 68,980 Office equipment and furniture 6,111 5,073 Leasehold improvements 3,576 3,040 99,082 86,661 Less accumulated depreciation (62,368 ) (54,005 ) $ 36,714 $ 32,656 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company leases many of its office facilities for various terms under long-term, noncancelable operating lease agreements. The leases expire at various dates from fiscal year 2018 through fiscal year 2026. Future minimum lease payments are presented below (in thousands): Operating Leases 2018 $ 6,942 2019 5,298 2020 4,334 2021 2,861 2022 1,699 Thereafter 2,080 Total minimum lease payments $ 23,214 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |
Summary of Income Tax Contingencies [Table Text Block] | A reserve for an uncertain tax position was recorded during 2016 as a result of a sale of intellectual property during 2016 between the Company's subsidiaries for the following amount (in thousands): Uncertain tax positions Balance at December 31, 2016 $ 280 Additions based on tax positions related to the current year — Subtractions based on tax positions related to the current year (35 ) Interest and penalties 8 Balance at December 31, 2017 $ 253 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consisted of the following components for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Current income tax expense: Federal $ 4,680 $ 282 $ — State 236 159 324 Foreign 4,471 6,430 5,021 Total current income tax expense 9,387 6,871 5,345 Deferred income tax expense (benefit): Federal 1,586 4,021 3,491 State 1,545 418 465 Foreign 613 (355 ) 2,991 Total deferred income tax expense (benefit) 3,744 4,084 6,947 Income tax expense $ 13,131 $ 10,955 $ 12,292 |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 differs from the amount computed by applying the U.S. federal income tax rate of 35% to pretax income (loss) because of the effect of the following items (in thousands): Year Ended December 31, 2017 2016 2015 Tax expense (benefit) at U.S. federal income tax rate $ 11,243 $ 5,364 $ (7,270 ) State income taxes, net of federal income tax effect 1,028 449 500 Federal and state deferred tax rate change (5,375 ) — — Transition tax 5,323 — — Effect of non-US operations (2,143 ) (501 ) (254 ) Nontaxable contingent liability fair value changes and goodwill impairment 237 3,578 13,083 Research and development credit (38 ) (297 ) (422 ) Change in valuation allowances 2,103 2,206 5,173 Prior year provision to return adjustment (424 ) (137 ) 372 Write-off of deferred taxes and tax receivables 263 — 858 Nondeductible expense and other 914 293 252 Income tax expense (benefit) $ 13,131 $ 10,955 $ 12,292 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the Company's tax assets and liabilities for financial reporting purposes and the amounts used for income tax return reporting purposes. At December 31, 2017 and 2016 , the Company’s deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2017 2016 Deferred tax assets: Inventory reserve $ 700 $ 902 Other reserves and allowances 52 4,233 Income tax basis in excess of financial statement basis in intangible assets 1,669 3,394 Deductible stock-based compensation 3,760 4,693 Net operating loss carryforward 13,530 9,496 Tax credit carryforwards 428 2,758 20,139 25,476 Valuation allowance (10,711 ) (8,292 ) Total deferred tax assets 9,428 17,184 Deferred tax liabilities: Prepaid & other expenses (265 ) (139 ) Fixed assets (4,946 ) (5,913 ) Intangible assets (15,953 ) (21,392 ) Total deferred tax liabilities (21,164 ) (27,444 ) Net deferred tax liability $ (11,736 ) $ (10,260 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set forth the Company’s financial assets and financial liabilities measured at fair value on a recurring basis and the basis of measurement at December 31, 2016 (in thousands): At December 31, 2016 Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent consideration $ 19,283 $ — $ — $ 19,283 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3) Contingent Consideration Balance at December 31, 2015 $ 22,162 Contingent consideration payments paid in cash (11,374 ) Contingent consideration payments paid in stock (2,012 ) Change in fair value (1) 10,417 Reclass to Due to seller 402 Foreign exchange impact (2) (312 ) Balance at December 31, 2016 19,283 Contingent consideration payments paid in cash (15,345 ) Contingent consideration payments paid in stock (4,678 ) Change in fair value (1) 677 Foreign exchange impact (2) 63 Balance at December 31, 2017 $ — (1) Adjustments to original contingent consideration obligations recorded were the result of using revised financial forecasts and updated fair value measurements, see note 3. These changes are recognized within operating expenses on the consolidated statements of operations. (2) Changes in the contingent consideration liability which are caused by foreign exchange rate fluctuations are recognized in other comprehensive income. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The computation of basic and diluted earnings per common share for the years ended December 31, 2017 , 2016 and 2015 , is as follows (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Numerator: Net income (loss) $ 18,979 $ 4,370 $ (33,063 ) Denominator: Denominator for basic earnings (loss) per share—weighted-average shares outstanding 53,851 53,607 52,791 Effect of dilutive securities: Employee stock options and restricted common shares 1,093 728 — Contingently issuable shares — 125 — Denominator for diluted earnings (loss) per share 54,944 54,460 52,791 Basic earnings (loss) per share $ 0.35 $ 0.08 $ (0.63 ) Diluted earnings (loss) per share $ 0.35 $ 0.08 $ (0.63 ) |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the years ended December 31, 2017 , 2016 and 2015 is as follows (in thousands, except per share amounts): Outstanding Options Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2014 4,046 $ 8.35 $ 4,725 Granted 975 6.87 — Exercised (405 ) 2.95 1,604 Forfeited (556 ) 9.58 — Outstanding at December 31, 2015 4,060 8.37 2,760 Granted 1,348 8.15 — Exercised (420 ) 6.27 4,455 Forfeited (227 ) 10.20 — Outstanding at December 31, 2016 4,761 8.40 8,655 Granted 568 10.73 — Exercised (428 ) 7.85 1,300 Forfeited (467 ) 10.39 539 Outstanding at December 31, 2017 4,434 $ 8.57 $ 9,340 Options vested and exercisable at December 31, 2017 2,505 $ 8.62 $ 5,860 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information about all stock options outstanding for the Company as of December 31, 2017 (share amounts in thousands): Options Outstanding Options Vested Exercise Price Number Outstanding Weighted-Average Life Remaining (Years) Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $0.00 - $4.36 64 1.29 $ 3.11 64 $ 3.11 $4.37 - $7.95 2,189 5.23 $ 6.68 1,320 $ 6.43 $7.96 - $11.97 1,613 7.50 $ 9.55 552 $ 9.32 $11.98 - $15.05 568 2.94 $ 13.65 568 $ 13.65 4,434 5.70 $ 8.57 2,505 $ 8.62 The weighted-average fair values and ranges of exercise prices for stock options granted during the years ended December 31, 2017 , 2016 and 2015 , which vest ratably over four or five years, are as follows (in thousands, except per share amounts): Options Granted Weighted-Average Fair Value Exercise Prices 2015 975 $ 3.39 $6.21 - $8.20 2016 1,348 $ 3.38 $6.99 - $9.20 2017 568 $ 4.42 $9.32 - $11.47 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were utilized in the Black-Scholes valuation model for options granted in 2017 , 2016 and 2015 : 2017 2016 2015 Dividend yield — — — Risk-free interest rate 1.98%-2.34% 1.53%-2.03% 1.92%-2.12% Expected life 6.5 years 6.5 years 6 years Volatility 36.0%-38.0% 38.0%-50.0% 50.0 % |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted share activity is as follows (in thousands, except per share amounts): Outstanding Restricted Common Shares Weighted- Average Grant- Date Fair Value Nonvested Restricted Common shares at December 31, 2014 1,090 $ 8.92 Granted 688 6.90 Vested and transferred to unrestricted common stock (465 ) 8.40 Forfeited (356 ) 8.19 Nonvested Restricted Common shares at December 31, 2015 957 7.66 Granted 559 8.24 Vested and transferred to unrestricted common stock (429 ) 7.71 Forfeited (78 ) 8.04 Nonvested Restricted Common shares at December 31, 2016 1,009 7.92 Granted 332 11.00 Vested and transferred to unrestricted common stock (403 ) 8.28 Forfeited (166 ) 8.51 Nonvested Restricted Common shares at December 31, 2017 772 $ 8.98 |
Schedule of Nonvested Performance-based Units Activity | Outstanding Weighted- Average Grant- Date Fair Value Nonvested Performance Share Units at December 31, 2016 — $ — Granted 151,822 11.10 Forfeited (23,588 ) 11.10 Nonvested Performance Share Units at December 31, 2017 128,234 $ 11.10 |
Supplemental Cash Flow Inform40
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Cash paid for: Interest $ 4,072 $ 4,338 $ 4,306 Income taxes 9,838 5,485 3,863 $ 13,910 $ 9,823 $ 8,169 Noncash investing and financing activities: Shares issued as payment of contingent consideration $ 4,678 $ 2,012 $ 1,570 $ 4,678 $ 2,012 $ 1,570 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below presents total assets for the Company's reportable segments and Other as of December 31, 2017 and December 31, 2016 . December 31, 2017 December 31, 2016 North America $ 394,052 $ 368,149 International 226,065 202,007 Other 19,902 20,843 Total Assets $ 640,019 $ 590,999 The table below presents financial information for our reportable operating segments and Other for the fiscal years noted (in thousands): North America International Other (2) Total Fiscal 2017: Revenue from third parties $ 776,400 $ 359,856 $ — $ 1,136,256 Revenue from other segments 5,469 15,137 (20,606 ) — Total revenue 781,869 374,993 (20,606 ) 1,136,256 Adjusted EBITDA (1) 78,079 20,063 (35,867 ) 62,275 Fiscal 2016: Revenue from third parties 734,164 356,540 — 1,090,704 Revenue from other segments 6,029 17,526 (23,555 ) — Total revenue 740,193 374,066 (23,555 ) 1,090,704 Adjusted EBITDA (1) 67,969 22,576 (31,392 ) 59,153 Fiscal 2015: Revenue from third parties 708,532 320,821 — 1,029,353 Revenue from other segments 7 8,691 (8,698 ) — Total revenue 708,539 329,512 (8,698 ) 1,029,353 Adjusted EBITDA (1) 63,744 14,936 (27,881 ) 50,799 (1) Adjusted EBITDA, which represents income from operations with the addition of depreciation and amortization, stock-based compensation expense, income/expense related to changes in the fair value of contingent consideration liabilities, goodwill and intangible asset impairment charges, restructuring and other charges, secured assets reserves, professional fees related to ASC 606 implementation, business development realignment, CEO search costs, and Czech currency impact on procurement margin is considered a non-GAAP financial measure under SEC regulations. Income from operations is the most directly comparable financial measure calculated in accordance with GAAP. The Company presents this measure as supplemental information to help investors better understand trends in its business results over time. The Company's management team uses Adjusted EBITDA to evaluate the performance of the business. Adjusted EBITDA is not equivalent to any measure of performance required to be reported under GAAP, nor should this data be considered an indicator of the Company's overall financial performance and liquidity. Moreover, the Adjusted EBITDA definition the Company uses may not be comparable to similarly titled measures reported by other companies. (2) Other consists of intersegment eliminations, shared service activities and unallocated corporate expenses. |
Schedule of Earnings Before Interest Tax Depreciation and Amortization Reconciliation | The table below reconciles Adjusted EBITDA and Income (loss) before income taxes in our Consolidated statement of operations (in thousands): Year Ended December 31, 2017 2016 2015 Adjusted EBITDA $ 62,275 $ 59,153 $ 50,799 Depreciation and amortization (13,390 ) (17,916 ) (17,472 ) Stock-based compensation (6,820 ) (5,572 ) (5,873 ) Change in fair value of contingent consideration (677 ) (10,417 ) 270 Goodwill impairment charge — — (37,539 ) Intangible asset impairment charges — (70 ) (202 ) Restructuring and other charges — (5,615 ) (1,053 ) Business development realignment (715 ) — — Professional fees related to ASC 606 implementation (829 ) — — CEO search costs (454 ) — — Czech currency impact on procurement margin (860 ) — — Secured asset reserve (1) — — (2,023 ) Total other expense (6,420 ) (4,238 ) (7,678 ) Income (loss) before income taxes $ 32,110 $ 15,325 $ (20,771 ) (1) The Company accrued a reserve of $2.0 million in 2015 , respectively, on inventory in which it holds a security interest. The inventory was procured for a former client. |
Quarterly Financial Data (Una42
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The tables below are a condensed summary of the Company’s unaudited quarterly statements of operations and quarterly earnings per share data for the years ended December 31, 2017 and 2016 (in thousands, except per share data): Year Ended December 31, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 267,390 $ 279,530 $ 288,386 $ 300,950 Gross profit 64,277 70,227 72,519 71,311 Net income 5,456 4,493 7,528 1,499 Net income per share: Basic $ 0.10 $ 0.08 $ 0.14 $ 0.03 Diluted $ 0.10 $ 0.08 $ 0.14 $ 0.03 Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 271,073 $ 269,220 $ 279,993 $ 270,418 Gross profit 61,946 65,094 67,781 68,727 Net income (loss) (2,693 ) (2,324 ) 4,341 5,047 Net income (loss) per share: Basic $ (0.05 ) $ (0.04 ) $ 0.08 $ 0.09 Diluted $ (0.05 ) $ (0.04 ) $ 0.08 $ 0.09 |
Description of the Business - N
Description of the Business - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
- Summary of Property and Equip
- Summary of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 3 years |
Office Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 5 years |
Office equipment and furniture | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 7 years |
Minimum | Software, including internal-use software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 1 year |
Maximum | Software, including internal-use software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 6 years |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | $ (20,799) | ||
Other comprehensive income (loss), net of tax | 1,719 | $ (6,806) | $ (8,592) |
Balance | (19,079) | (20,799) | |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (20,799) | (13,993) | |
Other comprehensive income before reclassifications | (6,806) | ||
Other comprehensive income (loss), net of tax | 1,719 | (6,806) | |
Balance | $ (19,079) | $ (20,799) | $ (13,993) |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Schedule of Significant Accounting Policies [Line Items] | |||||||
Realized gain (loss) on foreign currency transactions | $ (1,400,000) | $ 600,000 | $ (3,300,000) | ||||
Venezuela remeasurement charges | $ 1,500,000 | 1,500,000 | |||||
Number of segments | segment | 2 | ||||||
Impairment charge | $ 0 | ||||||
Intangible asset impairment charges | $ 100,000 | $ 100,000 | $ 200,000 | 0 | 70,000 | 202,000 | |
Interest and penalties on unrecognized tax benefits | 0 | 0 | 0 | ||||
Unrecognized tax benefits | 0 | 0 | $ 0 | 0 | 0 | 0 | |
Advertising expense | $ 1,200,000 | $ 1,400,000 | $ 1,000,000 | ||||
Minimum | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Term on financing receivables | 30 days | ||||||
Maximum | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Term on financing receivables | 90 days | ||||||
Internal Use Software | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | 5.4 | 9.2 | 8.6 | ||||
Finite-lived intangible assets | $ 29,700,000 | $ 26,000,000 | $ 29,700,000 | $ 26,000,000 | |||
Internal Use Software | Minimum | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Useful life of intangible assets | 3 years | ||||||
Internal Use Software | Maximum | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Useful life of intangible assets | 6 years | ||||||
Customer lists | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Useful life of intangible assets | 14 years | ||||||
Non-competition agreements | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Useful life of intangible assets | 4 years | ||||||
Trade names | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Useful life of intangible assets | 13 years | ||||||
Patents | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Useful life of intangible assets | 9 years | ||||||
Office equipment and furniture | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Useful life of property and equipment | 7 years | ||||||
Venezuelan bolívar fuerte | |||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||
Rate on currency remeasurement | 6.3 | 6.3 | |||||
Exchange rate | 198 | 198 |
Acquisitions - Schedule of Pote
Acquisitions - Schedule of Potential Contingent Consideration (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Estimated probability for contingent consideration payout | 100.00% |
Acquisitions - Schedule of Equi
Acquisitions - Schedule of Equity Issued for Acquisition (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Shares issued as payments for acquisitions | $ 4,678 | $ 2,012 | $ 1,571 |
Series of Business Acquisitions | Common Stock | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Payments of contingent consideration (in shares) | 441 | 244 | 238 |
Shares issued as payment of contingent consideration | $ 4,678 | $ 2,012 | $ 1,570 |
Payments of contingent consideration (in USD per share) | $ 10.61 | $ 8.25 | $ 6.59 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ (17,700) | |||
Decrease in contingent consideration liability | $ (677) | $ (10,417) | $ 270 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Balance | $ 202,700 | $ 206,257 |
Goodwill impairment charge | 0 | |
Foreign exchange impact | (2,754) | (3,557) |
Balance | 199,946 | 202,700 |
North America | ||
Goodwill [Roll Forward] | ||
Balance | 170,757 | 170,736 |
Foreign exchange impact | (72) | 21 |
Balance | 170,685 | 170,757 |
International | ||
Goodwill [Roll Forward] | ||
Balance | 31,943 | 35,521 |
Foreign exchange impact | (2,682) | (3,578) |
Balance | $ 29,262 | $ 31,943 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment charge | $ 0 | |||
Foreign exchange impact | (2,754) | $ (3,557) | ||
Goodwill impairment | $ 37,500 | $ 0 | $ 0 | $ 37,539 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 78,146 | $ 76,177 |
Less accumulated amortization | (50,583) | (44,639) |
Intangible assets, net | 27,563 | 31,538 |
Customer lists | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 74,615 | 72,667 |
Weighted Average Life | 13 years 7 months | |
Non-competition agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 964 | 943 |
Weighted Average Life | 4 years 1 month | |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 2,510 | 2,510 |
Weighted Average Life | 13 years 4 months | |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 57 | $ 57 |
Weighted Average Life | 9 years |
Other Intangible Assets - Sch53
Other Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 4,571 | |
2,017 | 4,338 | |
2,018 | 4,168 | |
2,019 | 3,862 | |
2,020 | 3,366 | |
Thereafter | 7,258 | |
Intangible assets, net | $ 27,563 | $ 31,538 |
Other Intangible Assets - Narra
Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization of intangible assets | $ 5,000 | $ 5,500 | $ 5,800 | ||||
Intangible asset impairment charges | $ 100 | $ 100 | $ 200 | 0 | 70 | $ 202 | |
Intangible asset impairment charges | $ 202 | $ 0 | $ 70 |
Restructuring Activities and 55
Restructuring Activities and Other Charges - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Reserve [Roll Forward] | |||
Balance at December 31 | $ 1,566 | $ 359 | |
Expenses | 0 | 5,615 | $ 1,053 |
Cash payments | (1,082) | (4,408) | |
Balance at December 31 | 484 | 1,566 | 359 |
Employee Severance and Related Benefits | |||
Restructuring Reserve [Roll Forward] | |||
Balance at December 31 | 1,349 | 284 | |
Expenses | 0 | 4,552 | |
Cash payments | (866) | (3,487) | |
Balance at December 31 | 484 | 1,349 | 284 |
Lease and Contract Termination Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at December 31 | 17 | 75 | |
Expenses | 0 | 863 | |
Cash payments | (17) | (921) | |
Balance at December 31 | 0 | 17 | 75 |
Other Restructuring [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at December 31 | 200 | 0 | |
Expenses | 0 | 200 | |
Cash payments | (200) | 0 | |
Balance at December 31 | $ 0 | $ 200 | $ 0 |
Restructuring Activities and 56
Restructuring Activities and Other Charges - Narrative (Details) $ in Thousands | 12 Months Ended | 13 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)employee | Dec. 14, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | $ 484 | $ 1,566 | $ 359 | $ 1,566 | |
Expected number of positions to eliminate (in employee) | employee | 100 | ||||
Expected restructuring cost | $ 6,700 | ||||
Expenses | 0 | (5,615) | (1,053) | ||
Cash payments | (1,082) | (4,408) | |||
Employee Severance and Related Benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 484 | 1,349 | 284 | $ 1,349 | |
Expected restructuring cost | 5,600 | ||||
Expenses | 0 | (4,552) | |||
Cash payments | (866) | (3,487) | |||
Lease and Contract Termination Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 0 | 17 | 75 | 17 | |
Expenses | 0 | (863) | |||
Cash payments | (17) | (921) | |||
Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 0 | 200 | 0 | $ 200 | |
Expenses | 0 | (200) | |||
Cash payments | $ (200) | 0 | |||
Maximum | Lease and Contract Termination Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring cost | $ 1,100 | ||||
North America | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expenses | 500 | (200) | |||
International | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expenses | (3,900) | $ (900) | |||
Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expenses | $ (1,200) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 99,082 | $ 86,661 |
Less accumulated depreciation | (62,368) | (54,005) |
Property and equipment, net | 36,714 | 32,656 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,985 | 9,568 |
Software, including internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 78,410 | 68,980 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,111 | 5,073 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,576 | $ 3,040 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Earnings Per Share, Basic | $ 0.03 | $ 0.14 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.08 | $ (0.04) | $ (0.05) | $ 0.35 | $ 0.08 | $ (0.63) |
Diluted earnings (loss) per share (in USD per share) | $ 0.03 | $ 0.14 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.08 | $ (0.04) | $ (0.05) | $ 0.35 | $ 0.08 | $ (0.63) |
Net Income (Loss) Attributable to Parent | $ 1,499 | $ 7,528 | $ 4,493 | $ 5,456 | $ 5,047 | $ 4,341 | $ (2,324) | $ (2,693) | $ 18,979 | $ 4,370 | $ (33,063) |
Depreciation | 8,400 | 12,400 | $ 11,700 | ||||||||
Property, Plant and Equipment, Net | 36,714 | $ 32,656 | 36,714 | $ 32,656 | |||||||
Internal Use Software [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment, Net | $ 20,800 | $ 20,800 | |||||||||
Change in Accounting Estimate, Type [Domain] | Internal Use Software [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Earnings Per Share, Basic | $ 0.015 | ||||||||||
Diluted earnings (loss) per share (in USD per share) | $ 0.015 | ||||||||||
Net Income (Loss) Attributable to Parent | $ 800 | ||||||||||
Depreciation | $ 1,400 | ||||||||||
Useful life of property and equipment | 4 years 6 months |
Revolving Credit Facility - Nar
Revolving Credit Facility - Narrative (Details) | Feb. 22, 2016 | Aug. 02, 2010USD ($) | Dec. 31, 2017USD ($) |
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Expiration Date | Sep. 25, 2019 | ||
Ratio of Indebtedness to Net Capital | 3 | ||
Debt Instrument, Convertible, Conversion Ratio | 5 | ||
Revolving Credit Facility | August 2010 Credit Facility Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity on line of credit | $ 175,000,000 | ||
Increase to borrowing capacity | $ 50,000,000 | ||
Unused capacity | $ 45,500,000 | ||
Borrowings to be drawn | $ 800,000 | ||
Minimum interest coverage ratio | 5 | ||
Base Rate | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 110.00% | ||
Minimum | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 125.00% | ||
Minimum | Eurodollar | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 25.00% | ||
Minimum | Eurodollar | Revolving Credit Facility | August 2010 Credit Facility Agreement | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 1.25% | ||
Minimum | Base Rate | Revolving Credit Facility | August 2010 Credit Facility Agreement | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 0.25% | ||
Maximum | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 250.00% | ||
Maximum | Eurodollar | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 150.00% | ||
Maximum | Eurodollar | Revolving Credit Facility | August 2010 Credit Facility Agreement | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 2.50% | ||
Maximum | Base Rate | Revolving Credit Facility | August 2010 Credit Facility Agreement | |||
Line of Credit Facility [Line Items] | |||
Additional basis on borrowings | 1.50% | ||
Quarter ending December 31, 2015 and thereafter | Revolving Credit Facility | August 2010 Credit Facility Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum leverage ratio | 3 | ||
International [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity on line of credit | $ 5,000,000 | ||
Unused capacity | $ 4,700,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 6,942 |
2,019 | 5,298 |
2,020 | 4,334 |
2,021 | 2,861 |
2,022 | 1,699 |
Thereafter | 2,080 |
Total minimum lease payments | $ 23,214 |
Commitments and Contingencies61
Commitments and Contingencies - Narrative (Details) € in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||||
Jan. 31, 2014USD ($) | Jan. 31, 2014EUR (€) | Dec. 31, 2013USD ($) | Dec. 31, 2013EUR (€) | Nov. 30, 2013USD ($) | Nov. 30, 2013EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Feb. 28, 2014USD ($) | Feb. 28, 2014EUR (€) | |
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Rent expense | $ 9.9 | $ 10.6 | $ 11.4 | |||||||||
Wrongful Termination Lawsuit - Productions Graphics | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Damages sought | $ 1 | € 0.7 | $ 1 | € 0.7 | ||||||||
Contingent consideration | $ 9.4 | € 7.1 | ||||||||||
Fixed consideration | 8 | € 5.8 | ||||||||||
Maximum consideration | $ 37.6 | € 34.5 | ||||||||||
Employment Arbitration Claim | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Damages sought | $ 0.7 | € 0.6 |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income Tax Holiday, Aggregate Dollar Amount | $ 400 | ||
Current | |||
Federal | 4,680 | $ 282 | $ 0 |
State | 236 | 159 | 324 |
Foreign | 4,471 | 6,430 | 5,021 |
Total current income tax expense | 9,387 | 6,871 | 5,345 |
Deferred | |||
Federal | 1,586 | 4,021 | 3,491 |
State | 1,545 | 418 | 465 |
Foreign | 613 | (355) | 2,991 |
Total deferred income tax expense (benefit) | 3,744 | 4,084 | 6,947 |
Prior year provision to return adjustment | $ 13,131 | $ 10,955 | $ 12,292 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Tax expense (benefit) at U.S. federal income tax rate | $ 11,243 | $ 5,364 | $ (7,270) |
State income taxes, net of federal income tax effect | 1,028 | 449 | 500 |
Federal and state deferred tax rate change | (5,375) | 0 | 0 |
Transition tax | 5,323 | 0 | 0 |
Effect of non-US operations | (2,143) | (501) | (254) |
Nontaxable contingent liability fair value changes and goodwill impairment | 237 | 3,578 | 13,083 |
Research and development credit | (38) | (297) | (422) |
Change in valuation allowances | 2,103 | 2,206 | 5,173 |
Prior year provision to return adjustment | (424) | (137) | 372 |
Write-off of deferred taxes and tax receivables | 263 | 0 | 858 |
Change in valuation allowances | 914 | 293 | 252 |
Prior year provision to return adjustment | $ 13,131 | $ 10,955 | $ 12,292 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Inventory reserve | $ 700 | $ 902 |
Other reserves and allowances | 52 | 4,233 |
Income tax basis in excess of financial statement basis in intangible assets | 1,669 | 3,394 |
Deductible stock-based compensation | 3,760 | 4,693 |
Net operating loss carryforward | 13,530 | 9,496 |
Tax credit carryforwards | 428 | 2,758 |
Total deferred tax assets, gross | 20,139 | 25,476 |
Total deferred tax assets | (10,711) | (8,292) |
Total deferred tax assets | 9,428 | 17,184 |
Deferred tax liabilities: | ||
Prepaid & other expenses | (265) | (139) |
Fixed assets | (4,946) | (5,913) |
Intangible assets | (15,953) | (21,392) |
Total deferred tax liabilities | (21,164) | (27,444) |
Net deferred tax liability | $ (11,736) | $ (10,260) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal tax rate | 35.00% | 35.00% | 35.00% |
Increase in valuation allowance | $ 2.4 | $ 2.2 | |
Income Tax Disclosure [Line Items] | |||
Limitation on operating loss carryforward | 0.2 | ||
Undistributed earnings for foreign operations | 59 | 34.5 | |
Income (loss) from foreign operations | 14.9 | $ 13.6 | $ (29.6) |
Credit to income tax provision | 5.4 | ||
Transition tax | 5.3 | ||
Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforward from acquisitions | 0.6 | ||
Tax credit carryforward | 0.3 | ||
State and Local Jurisdiction | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 0.3 | ||
IRS | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 0.6 | ||
France tax authority | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 8.9 | ||
Italy tax authority | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 0.4 | ||
Chile tax authority | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 1.3 | ||
Germany Tax Authority [Member] [Domain] | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 0.8 | ||
South Africa Tax Authority [Member] [Domain] | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 0.2 | ||
Brazil tax authority | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 0.3 |
Income Taxes Uncertain Tax Posi
Income Taxes Uncertain Tax Positions (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance at December 31, 2016 | $ 0 |
Additions based on tax positions related to the current year | 0 |
Subtractions based on tax positions related to the current year | (35) |
Interest and penalties | 8 |
Balance at December 31, 2017 | $ 0 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities: | |||
Contingent consideration | $ 19,283 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Liabilities: | |||
Contingent consideration | 0 | ||
Significant Other Observable Inputs (Level 2) | |||
Liabilities: | |||
Contingent consideration | 0 | ||
Significant Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Contingent consideration | $ 0 | $ 19,283 | $ 22,162 |
Fair Value Measurement - Rollfo
Fair Value Measurement - Rollforward of Unobservable Reconciliations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at December 31 | $ 19,283 | ||
Change in fair value of contingent consideration | 677 | $ 10,417 | $ (270) |
Foreign exchange impact | (2,754) | (3,557) | |
Balance at December 31 | 19,283 | ||
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at December 31 | 19,283 | 22,162 | |
Contingent consideration payments paid in stock | (15,345) | (11,374) | |
Change in fair value(1) | (4,678) | (2,012) | |
Change in fair value of contingent consideration | 402 | ||
Foreign exchange impact | 63 | (312) | |
Balance at December 31 | $ 0 | $ 19,283 | $ 22,162 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Estimated probability for contingent consideration payout | 100.00% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net income (loss) | $ 1,499 | $ 7,528 | $ 4,493 | $ 5,456 | $ 5,047 | $ 4,341 | $ (2,324) | $ (2,693) | $ 18,979 | $ 4,370 | $ (33,063) |
Denominator: | |||||||||||
Denominator for basic earnings per shareweighted-average shares outstanding (in shares) | 53,851 | 53,607 | 52,791 | ||||||||
Effect of dilutive securities: | |||||||||||
Employee stock options and restricted common shares (in shares) | 1,093 | 728 | 0 | ||||||||
Contingently issuable shares (in shares) | 0 | 125 | 0 | ||||||||
Denominator for dilutive earnings per share (in shares) | 54,944 | 54,460 | 52,791 | ||||||||
Basic earnings (loss) per share (in USD per share) | $ 0.03 | $ 0.14 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.08 | $ (0.04) | $ (0.05) | $ 0.35 | $ 0.08 | $ (0.63) |
Diluted earnings (loss) per share (in USD per share) | $ 0.03 | $ 0.14 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.08 | $ (0.04) | $ (0.05) | $ 0.35 | $ 0.08 | $ (0.63) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Shares excluded from EPS (in shares) | 1.1 | 3.8 | 3.2 |
Share Repurchase Program - Narr
Share Repurchase Program - Narrative (Details) - USD ($) | Feb. 12, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 04, 2017 |
Equity [Abstract] | |||||
Authorized share repurchase | $ 20,000,000 | $ 30,000,000 | |||
Term of share repurchase program | 2 years | ||||
Acquisition of treasury shares (in shares) | 1,121,928 | ||||
Value of shares repurchased | $ 10,976,000 | $ 11,000,000 | $ 4,897,000 | ||
Cost per share acquired (in USD per share) | $ 9.78 |
Stock-Based Compensation Plan73
Stock-Based Compensation Plans - Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at December 31 (in shares) | 4,761 | 4,060 | 4,046 |
Granted (in shares) | 568 | 1,348 | 975 |
Exercised (in shares) | (428) | (420) | (405) |
Forfeitures (in shares) | (467) | (227) | (556) |
Outstanding at December 31 (in shares) | 4,434 | 4,761 | 4,060 |
Options vested (in shares) | 2,505 | 2,500 | 2,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding at December 31 (in USD per share) | $ 8.40 | $ 8.37 | $ 8.35 |
Granted (in USD per share) | 10.73 | 8.15 | 6.87 |
Exercised (in USD per share) | 7.85 | 6.27 | 2.95 |
Forfeited (in USD per share) | 10.39 | 10.20 | 9.58 |
Outstanding at December 31 (in USD per share) | 8.57 | $ 8.40 | $ 8.37 |
Options vested (in USD per share) | $ 8.62 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Outstanding at December 31 | $ 8,655 | $ 2,760 | $ 4,725 |
Granted | 0 | 0 | 0 |
Exercised | 1,300 | 4,455 | 1,604 |
Forfeited | 539 | 0 | 0 |
Outstanding at December 31 | 9,340 | $ 8,655 | $ 2,760 |
Options vested | $ 5,860 |
Stock-Based Compensation Plan74
Stock-Based Compensation Plans - Weighted Average Fair Value of Options Granted (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 568 | 1,348 | 975 |
Grant date fair value (USD per share) | $ 4.42 | $ 3.38 | $ 3.39 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 10.73 | 8.15 | 6.87 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (USD per share) | 11.47 | 9.20 | 8.20 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (USD per share) | $ 8.46 | $ 6.99 | $ 6.21 |
Stock-Based Compensation Plan75
Stock-Based Compensation Plans - Option Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 6 years 6 months | 6 years | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.03% | 2.12% | |
Volatility | 50.00% | 50.00% | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.53% | 1.92% | |
Volatility | 38.00% | 50.00% |
Stock-Based Compensation Plan76
Stock-Based Compensation Plans - Schedule of Exercise Price Ranges (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 4,434 | 4,761 | 4,060 | 4,046 |
Options Outstanding - Weighted-Average Life | 5 years 8 months 12 days | |||
Outstanding outstanding (in USD per share) | $ 8.57 | $ 8.40 | $ 8.37 | $ 8.35 |
Options vested (in shares) | 2,505 | 2,500 | 2,500 | |
Options vested (in USD per share) | $ 8.62 | |||
$0.00 - $4.36 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 64 | |||
Options Outstanding - Weighted-Average Life | 1 year 3 months 14 days | |||
Outstanding outstanding (in USD per share) | $ 3.11 | |||
Options vested (in shares) | 64 | |||
Options vested (in USD per share) | $ 3.11 | |||
Exercise price, minimum (USD per share) | 0 | |||
Exercise price, maximum (USD per share) | $ 4.36 | |||
$4.37 - $7.95 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 2,189 | |||
Options Outstanding - Weighted-Average Life | 5 years 2 months 23 days | |||
Outstanding outstanding (in USD per share) | $ 6.68 | |||
Options vested (in shares) | 1,320 | |||
Options vested (in USD per share) | $ 6.43 | |||
Exercise price, minimum (USD per share) | 4.37 | |||
Exercise price, maximum (USD per share) | $ 7.95 | |||
$7.96 - $11.97 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 1,613 | |||
Options Outstanding - Weighted-Average Life | 7 years 6 months | |||
Outstanding outstanding (in USD per share) | $ 9.55 | |||
Options vested (in shares) | 552 | |||
Options vested (in USD per share) | $ 9.32 | |||
Exercise price, minimum (USD per share) | 7.96 | |||
Exercise price, maximum (USD per share) | $ 11.97 | |||
$11.98 - $15.05 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 568 | |||
Options Outstanding - Weighted-Average Life | 2 years 11 months 8 days | |||
Outstanding outstanding (in USD per share) | $ 13.65 | |||
Options vested (in shares) | 568 | |||
Options vested (in USD per share) | $ 13.65 | |||
Exercise price, minimum (USD per share) | 11.98 | |||
Exercise price, maximum (USD per share) | $ 15.05 |
Stock-Based Compensation Plan77
Stock-Based Compensation Plans - Restricted Stock Awards and Performance-Based Restricted Stock Units (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested shares at December 31 (in shares) | 1,009,000 | 957,000 | 1,090,000 |
Granted (in shares) | 332,000 | 559,000 | 688,000 |
Vested and transferred to unrestricted common stock (in shares) | (403,000) | (429,000) | (465,000) |
Forfeited (in shares) | (166,000) | (78,000) | (356,000) |
Nonvested shares at December 31 (in shares) | 772,000 | 1,009,000 | 957,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested shares at December 31 (USD per share) | $ 7.92 | $ 7.66 | $ 8.92 |
Granted (USD per share) | 11 | 8.24 | 6.90 |
Vested and transferred to unrestricted common stock (USD per share) | 8.28 | 7.71 | 8.40 |
Forfeited (USD per share) | 8.51 | 8.04 | 8.19 |
Nonvested shares at December 31 (USD per share) | $ 8.98 | $ 7.92 | $ 7.66 |
Phantom Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested shares at December 31 (in shares) | 0 | ||
Granted (in shares) | 151,822 | ||
Forfeited (in shares) | (23,588) | ||
Nonvested shares at December 31 (in shares) | 128,234 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested shares at December 31 (USD per share) | $ 0 | ||
Granted (USD per share) | 11.10 | ||
Forfeited (USD per share) | 11.10 | ||
Nonvested shares at December 31 (USD per share) | $ 11.10 | $ 0 | |
Minimum | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year |
Stock-Based Compensation Plan78
Stock-Based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | Dec. 31, 2006 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 6,820 | $ 5,572 | $ 5,873 | |||
Additional stock-based compensation | $ 900 | $ 1,000 | ||||
Options Outstanding - Weighted-Average Life | 5 years 8 months 12 days | |||||
Options vested (in shares) | 2,505,000 | 2,500,000 | 2,500,000 | |||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 7.00% | |||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 8.00% | |||||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 2,900 | $ 2,300 | $ 2,400 | |||
Term of award | P10Y | |||||
Weighted average remaining contractual life, vested | 5 years 8 months 12 days | |||||
Weighted average remaining contractual life, exercisable | 3 years 8 months 4 days | |||||
Share price (USD per share) | $ 10.03 | $ 9.98 | $ 7.50 | |||
Unrecognized stock-based compensation on options | $ 5,000 | $ 7,400 | $ 5,600 | |||
Period for recognition of compensation expense | 2 years 5 months | 3 years 7 months | 2 years 9 months | |||
Stock Option | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 3,500 | $ 3,300 | $ 3,500 | |||
Unrecognized stock-based compensation on options | $ 5,100 | $ 7,600 | $ 6,900 | |||
Period for recognition of compensation expense | 2 years 6 months | 2 years 7 months | 2 years 8 months | |||
Restricted Stock | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Restricted Stock | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 5 years | |||||
Phantom Share Units (PSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Period for recognition of compensation expense | 2 years | |||||
Share-based compensation expense | $ 400 | |||||
Unrecognized stock-based compensation | $ 1,400 | |||||
Phantom Share Units (PSUs) [Member] | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Target vesting percentage | 0.00% | |||||
Number of common shares issuable (in shares) | 0 | |||||
Phantom Share Units (PSUs) [Member] | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Target vesting percentage | 200.00% | |||||
Number of common shares issuable (in shares) | 256,465 | |||||
2006 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized (in shares) | 2,900,000 | |||||
Additional shares authorized (in shares) | 10,750,000 | 7,850,000 |
Benefit Plans (Details Textual)
Benefit Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Required period of service | 30 days | ||
Contribution to 401(k) | $ 1 | $ 1.2 | $ 1 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Arthur J.Gallagher & Co | |||
Related Party Transaction [Line Items] | |||
Print services | $ 1.9 | $ 1.9 | $ 1.7 |
Insurance and risk management services | 0.1 | 0.2 | $ 0.6 |
Related party receivable | 0.2 | $ 0.4 | |
Enova Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Print services | 0.1 | ||
Related party receivable | $ 0.1 |
Supplemental Cash Flow Inform81
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest | $ 4,072 | $ 4,338 | $ 4,306 |
Income taxes | 9,838 | 5,485 | 3,863 |
Total interest and income taxes paid | 13,910 | 9,823 | 8,169 |
Noncash or Part Noncash Acquisitions [Line Items] | |||
Shares issued as payments for acquisitions | 4,678 | 2,012 | 1,571 |
Series of Business Acquisitions | Common Stock | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Shares issued as payment of contingent consideration | 4,678 | 2,012 | 1,570 |
Total shares issued for acquisition and contingent consideration | $ 4,678 | $ 2,012 | $ 1,570 |
Business Segments - Revenue by
Business Segments - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | $ 1,136,256 | $ 1,090,704 | $ 1,029,353 | ||||||||
Revenue from other segments | 0 | 0 | 0 | ||||||||
Total revenue | $ 300,950 | $ 288,386 | $ 279,530 | $ 267,390 | $ 270,418 | $ 279,993 | $ 269,220 | $ 271,073 | 1,136,256 | 1,090,704 | 1,029,353 |
Adjusted EBITDA | 62,275 | 59,153 | 50,799 | ||||||||
Total assets | $ 640,019 | $ 590,999 | 640,019 | 590,999 | |||||||
North America | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | 776,400 | 734,164 | 708,532 | ||||||||
Revenue from other segments | 5,469 | 6,029 | 7 | ||||||||
Total revenue | 781,869 | 740,193 | 708,539 | ||||||||
Adjusted EBITDA | 78,079 | 67,969 | 63,744 | ||||||||
International | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | 359,856 | 356,540 | 320,821 | ||||||||
Revenue from other segments | 15,137 | 17,526 | 8,691 | ||||||||
Total revenue | 374,993 | 374,066 | 329,512 | ||||||||
Adjusted EBITDA | 20,063 | 22,576 | 14,936 | ||||||||
Other (2) | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | 0 | 0 | 0 | ||||||||
Revenue from other segments | (20,606) | (23,555) | (8,698) | ||||||||
Total revenue | (20,606) | (23,555) | (8,698) | ||||||||
Adjusted EBITDA | $ (35,867) | $ (31,392) | $ (27,881) |
Business Segments - EBITDA and
Business Segments - EBITDA and Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | ||||||
Adjusted EBITDA | $ 62,275 | $ 59,153 | $ 50,799 | |||
Depreciation and amortization | (13,390) | (17,916) | (17,472) | |||
Stock-based compensation | (6,820) | (5,572) | (5,873) | |||
Change in fair value of contingent consideration | (677) | (10,417) | 270 | |||
Goodwill impairment charge | $ (37,500) | 0 | 0 | (37,539) | ||
Intangible asset impairment charges | $ (100) | $ (100) | $ (200) | 0 | (70) | (202) |
Restructuring and other charges | 0 | (5,615) | (1,053) | |||
Business Development | (715) | 0 | 0 | |||
Secured asset reserve | 0 | 0 | (2,023) | |||
Professional fees related to ASC 606 implementation | (829) | 0 | 0 | |||
Executive Succession Search Costs | (454) | 0 | 0 | |||
Czech Koruna Appreciation Impact on Gross Profit | (860) | 0 | 0 | |||
CEO search costs | (6,420) | (4,238) | (7,678) | |||
Income (loss) before income taxes | 32,110 | 15,325 | (20,771) | |||
Investment Income, Interest | 97 | 86 | 69 | |||
Interest Expense | $ 4,729 | $ 4,171 | $ 4,612 |
Business Segments - Narrative (
Business Segments - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | |
Segment Reporting [Abstract] | ||
Number of segments | segment | 2 | |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 36,714 | $ 32,656 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 21,200 | |
International | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 11,400 |
Business Segments - Assets by G
Business Segments - Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 640,019 | $ 590,999 |
North America | ||
Segment Reporting Information [Line Items] | ||
Assets | 394,052 | 368,149 |
International | ||
Segment Reporting Information [Line Items] | ||
Assets | 226,065 | 202,007 |
Other Geographical Region | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 19,902 | $ 20,843 |
Quarterly Financial Data (Una86
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 300,950 | $ 288,386 | $ 279,530 | $ 267,390 | $ 270,418 | $ 279,993 | $ 269,220 | $ 271,073 | $ 1,136,256 | $ 1,090,704 | $ 1,029,353 |
Gross profit | 71,311 | 72,519 | 70,227 | 64,277 | 68,727 | 67,781 | 65,094 | 61,946 | 278,335 | 263,548 | 240,194 |
Net income (loss) | $ 1,499 | $ 7,528 | $ 4,493 | $ 5,456 | $ 5,047 | $ 4,341 | $ (2,324) | $ (2,693) | $ 18,979 | $ 4,370 | $ (33,063) |
Net income (loss) per share: | |||||||||||
Earnings Per Share, Basic | $ 0.03 | $ 0.14 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.08 | $ (0.04) | $ (0.05) | $ 0.35 | $ 0.08 | $ (0.63) |
Diluted (in USD per share) | $ 0.03 | $ 0.14 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.08 | $ (0.04) | $ (0.05) | $ 0.35 | $ 0.08 | $ (0.63) |
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Goodwill impairment charge | $ 0 | ||||||||||
Decrease in contingent consideration liability | $ (677) | $ (10,417) | $ 270 |
SCHEDULE II-VALUATION AND QUA87
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 2,622 | $ 1,231 | $ 2,685 |
Charged to Expense | 454 | 2,171 | 1,949 |
(Uncollectible Accounts Written Off, Net of Recoveries) | 457 | (780) | (3,403) |
Balance at End of Period | $ 3,534 | $ 2,622 | $ 1,231 |
Uncategorized Items - inwk-2017
Label | Element | Value |
Treasury Stock [Member] | ||
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | $ (4,897,000) |
Stock Issued During Period, Shares, Acquisitions | us-gaap_StockIssuedDuringPeriodSharesAcquisitions | 764,000 |