ý | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2019 |
¨ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to |
Delaware | 20-5997364 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common Stock, $0.0001 par value | INWK | Nasdaq Global Market |
Large accelerated filer: ¨ | Accelerated filer: x |
Non-accelerated filer: ¨ | Smaller reporting company: ¨ |
Emerging growth company: ¨ |
Page | ||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Condensed Consolidated Financial Statements (Unaudited) | |
Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2019 and 2018 (Unaudited) | ||
Condensed Consolidated Balance Sheets as of March 31, 2019 (Unaudited) and December 31, 2018 | ||
Condensed Consolidated Statement of Stockholders' Equity for the three months ended March 31, 2019 and 2018 (Unaudited) | ||
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (Unaudited) | ||
Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |
Item 4. | Controls and Procedures | |
PART II. OTHER INFORMATION | ||
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 6. | Exhibits | |
SIGNATURES | ||
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Revenue | $ | 267,239 | $ | 274,539 | |||
Cost of goods sold | 206,043 | 208,472 | |||||
Gross profit | 61,196 | 66,067 | |||||
Operating expenses: | |||||||
Selling, general and administrative expenses | 55,805 | 61,167 | |||||
Depreciation and amortization | 2,617 | 3,659 | |||||
Restructuring charges | 3,934 | — | |||||
(Loss) income from operations | (1,160 | ) | 1,241 | ||||
Other income (expense): | |||||||
Interest income | 98 | 62 | |||||
Interest expense | (2,745 | ) | (1,568 | ) | |||
Other, net | (740 | ) | (846 | ) | |||
Total other expense | (3,387 | ) | (2,352 | ) | |||
Loss before income taxes | (4,547 | ) | (1,111 | ) | |||
Income tax (benefit) expense | (2,085 | ) | 573 | ||||
Net loss | $ | (2,462 | ) | $ | (1,684 | ) | |
Basic loss per share | $ | (0.05 | ) | $ | (0.03 | ) | |
Diluted loss per share | $ | (0.05 | ) | $ | (0.03 | ) | |
Comprehensive (loss) income | $ | (1,715 | ) | $ | 1,680 |
March 31, 2019 | December 31, 2018 | ||||||
Assets | (unaudited) | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 25,851 | $ | 26,770 | |||
Accounts receivable, net of allowance for doubtful accounts of $5,227 and $4,880, respectively | 184,359 | 193,253 | |||||
Unbilled revenue | 51,166 | 46,474 | |||||
Inventories | 46,927 | 56,001 | |||||
Prepaid expenses | 14,245 | 16,982 | |||||
Other current assets | 36,188 | 34,106 | |||||
Total current assets | 358,736 | 373,586 | |||||
Property and equipment, net | 35,952 | 82,933 | |||||
Intangibles and other assets: | |||||||
Goodwill | 152,181 | 152,158 | |||||
Intangible assets, net | 9,301 | 9,828 | |||||
Right of use assets | 39,391 | — | |||||
Deferred income taxes | 1,073 | 1,195 | |||||
Other non-current assets | 3,486 | 2,976 | |||||
Total intangibles and other assets | 205,432 | 166,157 | |||||
Total assets | $ | 600,120 | $ | 622,676 | |||
Liabilities and stockholders' equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 149,813 | $ | 158,449 | |||
Accrued expenses | 31,339 | 35,474 | |||||
Deferred revenue | 20,945 | 17,614 | |||||
Revolving credit facility - current | 138,923 | 142,736 | |||||
Other current liabilities | 31,493 | 26,231 | |||||
Total current liabilities | 372,513 | 380,504 | |||||
Lease liabilities | 35,044 | — | |||||
Deferred income taxes | 8,268 | 8,178 | |||||
Other non-current liabilities | 1,986 | 50,903 | |||||
Total liabilities | 417,811 | 439,585 | |||||
Commitments and contingencies | |||||||
Stockholders' equity: | |||||||
Common stock, par value $0.0001 per share, 200,000 and 200,000 shares authorized, 64,534 and 64,495 shares issued, and 51,845 and 51,807 shares outstanding, respectively | 6 | 6 | |||||
Additional paid-in capital | 240,734 | 239,960 | |||||
Treasury stock at cost, 12,688 and 12,688 shares, respectively | (81,471 | ) | (81,471 | ) | |||
Accumulated other comprehensive loss | (23,562 | ) | (24,309 | ) | |||
Retained earnings | 46,602 | 48,905 | |||||
Total stockholders' equity | 182,309 | 183,091 | |||||
Total liabilities and stockholders' equity | $ | 600,120 | $ | 622,676 |
Common Stock | Treasury Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||
Balance at December 31, 2017 | 64,075 | $ | 6 | 10,020 | $ | (55,873 | ) | $ | 235,199 | $ | (19,229 | ) | $ | 124,442 | $ | 284,545 | |||||||||||||
Net loss | (1,684 | ) | (1,684 | ) | |||||||||||||||||||||||||
Total other comprehensive income, net of tax | 3,364 | 3,364 | |||||||||||||||||||||||||||
Comprehensive income | 1,680 | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock awards | 28 | — | 48 | 48 | |||||||||||||||||||||||||
Acquisition of treasury shares | 932 | (8,671 | ) | (8,671 | ) | ||||||||||||||||||||||||
Stock-based compensation expense | 1,417 | 1,417 | |||||||||||||||||||||||||||
Cumulative effect of change related to adoption of ASC 606 | 482 | 482 | |||||||||||||||||||||||||||
Cumulative effect of change related to adoption of ASU 2016-16 | 153 | 153 | |||||||||||||||||||||||||||
Balance as of March 31, 2018 | 64,103 | $ | 6 | 10,952 | $ | (64,544 | ) | $ | 236,664 | $ | (15,865 | ) | $ | 123,393 | $ | 279,654 |
Common Stock | Treasury Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||
Balance as of December 31, 2018 | 64,495 | $ | 6 | 12,688 | $ | (81,471 | ) | $ | 239,960 | $ | (24,309 | ) | $ | 48,905 | $ | 183,091 | |||||||||||||
Net loss | (2,462 | ) | (2,462 | ) | |||||||||||||||||||||||||
Total other comprehensive income, net of tax | 747 | 747 | |||||||||||||||||||||||||||
Comprehensive loss | (1,715 | ) | |||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock awards | 39 | — | 35 | 35 | |||||||||||||||||||||||||
Stock-based compensation expense | 739 | 739 | |||||||||||||||||||||||||||
Cumulative effect of change related to adoption of ASC 842 | 159 | 159 | |||||||||||||||||||||||||||
Balance as of March 31, 2019 | 64,534 | $ | 6 | 12,688 | $ | (81,471 | ) | $ | 240,734 | $ | (23,562 | ) | $ | 46,602 | $ | 182,309 |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Cash flows from operating activities | |||||||
Net loss | $ | (2,462 | ) | $ | (1,684 | ) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||||||
Depreciation and amortization | 2,617 | 3,659 | |||||
Stock-based compensation expense | 739 | 1,417 | |||||
Deferred income taxes | — | 30 | |||||
Bad debt provision | 385 | 538 | |||||
Implementation cost amortization | 143 | 125 | |||||
Other operating activities | 102 | 52 | |||||
Change in assets: | |||||||
Accounts receivable and unbilled revenue | 3,924 | 24,165 | |||||
Inventories | 9,149 | 2,131 | |||||
Prepaid expenses and other assets | 116 | 2,941 | |||||
Change in liabilities: | |||||||
Accounts payable | (8,351 | ) | (20,922 | ) | |||
Accrued expenses and other liabilities | (870 | ) | 21,857 | ||||
Net cash provided by operating activities | 5,492 | 34,309 | |||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (3,345 | ) | (2,874 | ) | |||
Net cash used in investing activities | (3,345 | ) | (2,874 | ) | |||
Cash flows from financing activities | |||||||
Net repayments of revolving credit facility | (3,800 | ) | (9,023 | ) | |||
Net short-term secured borrowings (repayments) | 1,256 | (1,986 | ) | ||||
Repurchases of common stock | — | (8,048 | ) | ||||
Proceeds from exercise of stock options | 63 | 7 | |||||
Payment of debt issuance costs | (585 | ) | — | ||||
Other financing activities | (29 | ) | (67 | ) | |||
Net cash used in financing activities | (3,095 | ) | (19,117 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | 29 | 594 | |||||
(Decrease) increase in cash and cash equivalents | (919 | ) | 12,912 | ||||
Cash and cash equivalents, beginning of period | 26,770 | 30,562 | |||||
Cash and cash equivalents, end of period | $ | 25,851 | $ | 43,474 |
March 31, 2019 | ||||
Operating leases: | ||||
Right of use assets | $ | 39,382 | ||
Finance leases: | ||||
Right of use assets: | ||||
Right of use asset, cost | $ | 19 | ||
Accumulated amortization | (10 | ) | ||
Right of use asset, net | $ | 9 | ||
Total ending right of use asset - net: | 39,391 | |||
Lease liabilities: | ||||
Current | ||||
Operating | $ | 6,343 | ||
Finance | 78 | |||
Non-current | ||||
Operating | $ | 34,844 | ||
Finance | 200 | |||
Total lease liabilities | $ | 41,465 |
(in thousands) | March 31, 2019 | |||
Operating lease cost | $ | 2,426 | ||
Variable lease cost | 289 | |||
Short-term lease cost | 602 | |||
Finance lease cost: | ||||
Amortization of right-of-use assets | 1 | |||
Interest on lease liabilities | 8 | |||
Total financing lease cost | $ | 9 | ||
Sublease income | — | |||
Total lease cost | $ | 3,326 |
March 31, 2019 | |||
Weighted-average remaining lease term (years) | |||
Operating leases | 6.07 | ||
Financing leases | 3.42 | ||
Weighted-average discount rate | |||
Operating leases | 0.06 | ||
Financing leases | 0.13 |
March 31, 2019 | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from finance leases | $ | 2,390 | ||
Operating cash flows from operating leases | 26 | |||
Total | $ | 2,416 |
Operating | Finance | ||||||
Remaining 2019 | $ | 6,205 | $ | 79 | |||
2020 | 8,915 | 105 | |||||
2021 | 8,776 | 105 | |||||
2022 | 7,511 | 50 | |||||
2023 | 6,041 | 10 | |||||
Thereafter | 12,334 | — | |||||
Total lease payments | $ | 49,782 | $ | 349 | |||
Less: Interest | (8,595 | ) | (71 | ) | |||
Present value of lease liabilities | $ | 41,187 | $ | 278 |
Operating | |||
2019 | $ | 6,383 | |
2020 | 5,017 | ||
2021 | 4,422 | ||
2022 | 3,245 | ||
2023 | 2,068 | ||
Thereafter | 1,966 | ||
Total lease payments | $ | 23,101 |
North America | EMEA | LATAM | Total | ||||||||||||
Goodwill as of December 31, 2018 | $ | 152,158 | $ | — | $ | — | $ | 152,158 | |||||||
Foreign exchange impact | 23 | — | — | 23 | |||||||||||
Goodwill as of March 31, 2019 | $ | 152,181 | $ | — | $ | — | $ | 152,181 |
March 31, 2019 | December 31, 2018 | Weighted Average Life | |||||||
Customer lists | $ | 73,627 | $ | 73,792 | 14.4 | ||||
Non-competition agreements | 956 | 950 | 4.1 | ||||||
Trade names | 2,510 | 2,510 | 13.3 | ||||||
Patents | 57 | 57 | 9.0 | ||||||
77,150 | 77,309 | ||||||||
Less accumulated amortization and impairment | (67,849 | ) | (67,481 | ) | |||||
Intangible assets, net | $ | 9,301 | $ | 9,828 |
Remainder of 2019 | $ | 1,593 | |
2020 | 2,021 | ||
2021 | 1,783 | ||
2022 | 1,407 | ||
2023 | 962 | ||
2024 | 745 | ||
Thereafter | 790 | ||
$ | 9,301 |
Employee Severance and Related Benefits | Lease and Contract Termination Costs | Other | Total | |||||||||||||
Balance at December 31, 2018 | $ | 358 | $ | 286 | $ | 705 | $ | 1,349 | ||||||||
Charges | 698 | 658 | 2,578 | 3,934 | ||||||||||||
Cash payments | (747 | ) | (673 | ) | (2,147 | ) | (3,567 | ) | ||||||||
Non-cash settlements/adjustments | (24 | ) | (207 | ) | — | (231 | ) | |||||||||
Balance at March 31, 2019 | $ | 285 | $ | 64 | $ | 1,136 | $ | 1,485 |
North America | EMEA | LATAM | Other | Total | ||||||||||||||||
Restructuring charges | $ | 192 | $ | 1,079 | $ | 35 | $ | 2,628 | $ | 3,934 |
Employee Severance and Related Benefits | Lease and Contract Termination Costs | Other | Total | |||||||||||||
Balance as of December 31, 2018 | $ | 486 | $ | — | $ | — | $ | 486 | ||||||||
Cash payments | — | — | — | — | ||||||||||||
Balance as of March 31, 2019 | $ | 486 | $ | — | $ | — | $ | 486 |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Numerator: | |||||||
Net loss | $ | (2,462 | ) | $ | (1,684 | ) | |
Denominator: | |||||||
Weighted-average shares outstanding – basic | 51,830 | 53,716 | |||||
Effect of dilutive securities: | |||||||
Employee stock options and restricted common shares | — | — | |||||
Weighted-average shares outstanding – diluted | 51,830 | 53,716 | |||||
Basic loss per share | $ | (0.05 | ) | $ | (0.03 | ) | |
Diluted loss earnings per share | $ | (0.05 | ) | $ | (0.03 | ) |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Foreign currency translation adjustments | Foreign currency translation adjustments | ||||||
Balance, beginning of period | $ | (24,309 | ) | $ | (19,229 | ) | |
Other comprehensive income before reclassifications, net | 747 | 3,364 | |||||
Net current-period other comprehensive income | 747 | 3,364 | |||||
Balance, end of period | $ | (23,562 | ) | $ | (15,865 | ) |
• | 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. |
North America | EMEA | LATAM | Other | Total | |||||||||||||||
Three Months Ended March 31, 2019: | |||||||||||||||||||
Revenue from third parties | $ | 188,301 | $ | 60,180 | $ | 18,758 | $ | — | $ | 267,239 | |||||||||
Revenue from other segments | 563 | 1,647 | 2 | (2,212 | ) | — | |||||||||||||
Total revenue | 188,864 | 61,827 | 18,760 | (2,212 | ) | 267,239 | |||||||||||||
Adjusted EBITDA(1) | 15,451 | 2,527 | 265 | (11,668 | ) | 6,575 | |||||||||||||
Three Months Ended March 31, 2018: | |||||||||||||||||||
Revenue from third parties | $ | 189,277 | $ | 64,168 | $ | 21,094 | $ | — | $ | 274,539 | |||||||||
Revenue from other segments | 1,420 | 2,650 | 126 | (4,196 | ) | — | |||||||||||||
Total revenue | 190,697 | 66,818 | 21,220 | (4,196 | ) | 274,539 | |||||||||||||
Adjusted EBITDA(1) | 17,216 | 1,505 | 587 | (11,958 | ) | 7,350 |
(1) | Adjusted EBITDA, which represents income from operations with the addition of depreciation and amortization, stock-based compensation expense, restructuring charges, professional fees related to ASC 606 implementation, executive search costs and restatement-related professional fees 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. |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Adjusted EBITDA | 6,575 | 7,350 | |||||
Depreciation and amortization | (2,617 | ) | (3,659 | ) | |||
Stock-based compensation expense | (739 | ) | (1,417 | ) | |||
Restructuring charges | (3,934 | ) | — | ||||
Restatement-related professional fees | (365 | ) | — | ||||
Executive search fees | (80 | ) | — | ||||
Professional fees related to ASC 606 implementation | — | (1,033 | ) | ||||
(Loss) income from operations | (1,160 | ) | 1,241 | ||||
Interest income | 98 | 62 | |||||
Interest expense | (2,745 | ) | (1,568 | ) | |||
Other, net | (740 | ) | (846 | ) | |||
(Loss) before income taxes | $ | (4,547 | ) | $ | (1,111 | ) |
Three Months Ended March 31, | |||||||||||||
2019 | % of Total | 2018 | % of Total | ||||||||||
North America | $ | 188,301 | 70.5 | % | $ | 189,277 | 68.9 | % | |||||
EMEA | 60,180 | 22.5 | 64,168 | 23.4 | |||||||||
LATAM | 18,758 | 7.0 | 21,094 | 7.7 | |||||||||
Revenue from third parties | $ | 267,239 | 100.0 | % | $ | 274,539 | 100.0 | % |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
(in thousands, except per share data) | |||||||
Net loss | $ | (2,462 | ) | $ | (1,684 | ) | |
Denominator for dilutive loss per share | 51,830 | 53,716 | |||||
Diluted loss per share | $ | (0.05 | ) | $ | (0.03 | ) |
Three Months Ended March 31, | |||||||||||||
2019 | % of Total | 2018 | % of Total | ||||||||||
North America | $ | 15,451 | 235.0 | % | $ | 17,216 | 234.2 | % | |||||
EMEA | 2,527 | 38.4 | 1,505 | 20.5 | |||||||||
LATAM | 265 | 4.0 | 587 | 8.0 | |||||||||
Other(1) | (11,668 | ) | (177.4 | ) | (11,958 | ) | (162.7 | ) | |||||
Adjusted EBITDA | $ | 6,575 | 100.0 | % | $ | 7,350 | 100.0 | % |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Net loss | $ | (2,462 | ) | $ | (1,684 | ) | |
Income tax (benefit) expense | (2,085 | ) | 573 | ||||
Interest income | (98 | ) | (62 | ) | |||
Interest expense | 2,745 | 1,568 | |||||
Other, net | 740 | 846 | |||||
Depreciation and amortization | 2,617 | 3,659 | |||||
Stock-based compensation expense | 739 | 1,417 | |||||
Restructuring charges | 3,934 | — | |||||
Professional fees related to ASC 606 implementation | — | 1,033 | |||||
Executive search fees | 80 | — | |||||
Restatement-related professional fees | 365 | — | |||||
Non-GAAP Adjusted EBITDA | $ | 6,575 | $ | 7,350 |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Net loss | $ | (2,462 | ) | $ | (1,684 | ) | |
Restructuring charges, net of tax | 3,030 | — | |||||
Restatement-related professional fees, net of tax | 272 | — | |||||
Executive search fees, net of tax | 60 | — | |||||
Professional fees related to ASC 606 implementation, net of tax | — | 760 | |||||
Adjusted net income (loss) | $ | 900 | $ | (924 | ) | ||
Weighted-average shares outstanding, diluted | 51,895 | 53,716 | |||||
Non-GAAP diluted earnings (loss) per share | $ | 0.02 | $ | (0.02 | ) |
• | implementing new policies over the operational processes supporting revenue recognition, |
• | adding resources to train the process owners and to monitor compliance with the Company’s policies, |
• | developing enhancements to the Company’s systems, including approval workflows, validation of shipping data, and preventative controls over data inputs, and |
• | implementing a new system for tracking customer contract terms and improved contract review process. |
• | purchasing and implementing a third-party system to manage the administration of commissions, |
• | reviewing sales rep agreements and obtaining confirmation from sales reps of their key terms, |
• | improving the review process over commissions expense and the related balance sheet accounts, and |
• | evaluating the accuracy of the reports and underlying data that support the commissions process. |
Period | Number of Shares Purchased(2) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1) | |||||||||
1/1/19-1/31/19 | 0.2 | $ | 4.51 | — | 2,319 | ||||||||
2/1/19-2/28/19 | 5.7 | 4.71 | — | 2,195 | |||||||||
3/1/19-3/31/19 | 0.3 | 3.77 | — | 2,941 | |||||||||
Total | 6.2 | $ | 4.33 | — |
(1) | The share repurchase plan authorized by our Board of Directors allows repurchases of up to $50 million of our common stock of which $10.6 million remained available for repurchase under this plan through May 31, 2019. The maximum number of shares that may yet be repurchased under the plan is estimated using the closing share price on the last day of each period presented. |
(2) | Includes 6,194 shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of restricted stock. |
Exhibit No | Description of Exhibit | |
Transition Agreement between InnerWorkings, Inc. and Charles Hodgkins, dated January 3, 2019 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 4, 2019). | ||
Eighth Amendment to Credit Agreement, dated as of March 15, 2019, by and among InnerWorkings, Inc., the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018). | ||
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.INS** | XBRL Instance Document | |
101.SCH** | XBRL Taxonomy Extension Schema Document | |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
INNERWORKINGS, INC. | ||
Date: May 9, 2019 | By: | /s/ Richard S. Stoddart |
Richard S. Stoddart | ||
Chief Executive Officer | ||
Date: May 9, 2019 | By: | /s/ Donald W. Pearson |
Donald W. Pearson | ||
Chief Financial Officer |
1. | I have reviewed this quarterly report on Form 10-Q of InnerWorkings, Inc.; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) | designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |
d) | disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 9, 2019 | /s/ Richard S. Stoddart |
Richard S. Stoddart | |
Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of InnerWorkings, Inc.; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) | designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |
d) | disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 9, 2019 | /s/ Donald W. Pearson |
Donald W. Pearson | |
Chief Financial Officer |
(1) | The Company’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2019 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Form 10-Q fairly presents, in all material aspects, the financial condition and results of operations of the Company. |
/s/ Richard S. Stoddart | |
Richard S. Stoddart | |
Chief Executive Officer | |
May 9, 2019 |
(1) | The Company’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2019 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Form 10-Q fairly presents, in all material aspects, the financial condition and results of operations of the Company. |
/s/ Donald W. Pearson | |
Donald W. Pearson | |
Chief Financial Officer | |
May 9, 2019 |
Document And Entity Information - USD ($) |
3 Months Ended | ||
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Mar. 31, 2019 |
May 06, 2019 |
Jun. 30, 2018 |
|
Document And Entity Information [Abstract] | |||
Entity Registrant Name | INNERWORKINGS INC | ||
Entity Central Index Key | 0001350381 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | INWK | ||
Entity Common Stock, Shares Outstanding | 51,859,799 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Entity Public Float | $ 319,588,359 | ||
Document Period End Date | Mar. 31, 2019 | ||
Document Fiscal Period Focus | Q1 | ||
Document Fiscal Year Focus | 2019 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false |
Condensed Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands |
3 Months Ended | |
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Mar. 31, 2019 |
Mar. 31, 2018 |
|
Income Statement [Abstract] | ||
Revenue | $ 267,239 | $ 274,539 |
Cost of Goods and Services Sold | 206,043 | 208,472 |
Gross profit | 61,196 | 66,067 |
Operating expenses: | ||
Selling, general and administrative expenses | 55,805 | 61,167 |
Depreciation and amortization | 2,617 | 3,659 |
Restructuring Charges | 3,934 | 0 |
(Loss) income from operations | (1,160) | 1,241 |
Other income (expense): | ||
Interest income | 98 | 62 |
Interest expense | (2,745) | (1,568) |
Other, net | (740) | (846) |
Total other expense | (3,387) | (2,352) |
Loss before income taxes | (4,547) | (1,111) |
Income tax (benefit) expense | (2,085) | 573 |
Net loss | $ (2,462) | $ (1,684) |
Basic earnings (loss) per share (in dollars per share) | $ (0.05) | $ (0.03) |
Diluted earnings (loss) per share (in dollars per share) | $ (0.05) | $ (0.03) |
Comprehensive (loss) income | $ (1,715) | $ 1,680 |
Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 5,227 | $ 4,880 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 64,534,000 | 64,495,000 |
Common stock, shares outstanding (in shares) | 51,845,000 | 51,807,000 |
Treasury stock at cost (in shares) | 12,688,000 | 12,688,000 |
Summary of Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements of InnerWorkings, Inc. and subsidiaries (the “Company”) included herein have been prepared to conform to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of the accompanying unaudited financial statements have been included, and all adjustments are of a normal and recurring nature. The operating results for the three month periods ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. These condensed consolidated interim financial statements and notes should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto as of and for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2019. Description of the Business The Company was incorporated in the state of Delaware on January 3, 2006. The Company is a leading global marketing execution firm for some of the world's most marketing intensive companies, including those 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. During the third quarter of 2018, the Company changed its reportable segments. The Company is now organized and managed by the chief operating decision maker for purposes of resource allocation and assessing performance as three operating segments: North America, EMEA and LATAM. The Company reflected the segment change as if it had occurred in all periods presented. See Note 15 for further information about the Company’s reportable segments. Preparation of Financial Statements and Use of Estimates The preparation of the consolidated financial statements is in conformity with U.S. GAAP which 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 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 may 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 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. Argentinian Highly Inflationary Accounting In the second quarter of 2018, the Argentinian economy was classified as highly inflationary under GAAP due to multiple years of increasing inflation, the devaluation of the Argentine peso ("ARS") and increasing borrowing rates. Effective July 1, 2018, the Company's Argentinian subsidiary is being accounted for under highly inflationary accounting rules, which principally means all transactions are recorded in U.S. dollars. The Company uses the official ARS exchange rate to translate the results of its Argentinian operations into U.S. dollars. As of March 31, 2019, the Company had a balance of net monetary assets denominated in ARS of approximately 43.7 million ARS, and the exchange rate was approximately 43.3 ARS per U.S. dollar. During the three month period ended March 31, 2019, the Company recorded $0.04 million of unfavorable currency impacts recorded within Other income (expense). For the three months ended March 31, 2019, the Company had revenue and gross margin of $0.6 million and $0.1 million, respectively, at its Argentinian operations. Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer and the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer which may be at a point in time or over time. Unbilled revenue represents shipments or deliveries that have been made to customers for which the related account receivable has not yet been invoiced. Shipping and handling costs after control over a product has transferred to a customer are expensed as incurred and are included in cost of goods sold in the condensed consolidated statements of operations. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, the Company generally reports revenue on a gross basis because the Company typically controls the goods or services before transferring to the customer. Under these arrangements, the Company is primarily responsible for the fulfillment, including the acceptability, of the marketing materials and other products or services. In addition, the Company has reasonable discretion in establishing the price, and in some transactions, the Company also has inventory risk and is involved in the determination of the nature or characteristics of the marketing materials and products. In some arrangements, the Company is not primarily responsible for fulfilling the goods or services. In arrangements of this nature, the Company does not control the goods or services before they are transferred to the customer and such revenue is reported on a net basis. Some service revenue, including stand-alone creative and other services, may be earned over time; however, the difference from recognizing that revenue over time compared to a point in time (i.e., when the service is completed and accepted by the customer) is not material. Service revenue has not been material to our overall revenue to date. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. Recent Accounting Pronouncements Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). This pronouncement requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use asset on the balance sheet. The Company adopted ASU 2016-02, along with related clarifications and improvements, as of January 1, 2019, using the modified retrospective approach, which allows the Company to apply Accounting Standards Codification (“ASC”) 840, Leases, in the comparative periods presented in the year of adoption. The cumulative effect of adoption was recorded as an adjustment to the opening balance of retained earnings in the period of adoption. The Company elected to use the package of practical expedients, which permitted the Company to not reassess: (i) whether a contract is or contains a lease, (ii) lease classification, and (iii) initial direct costs resulting from the lease. The Company has not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. The Company elected to apply the short-term lease exception, which allows the Company to keep leases with terms of 12 months or less off the balance sheet. The Company also elected to combine lease and non-lease components as a single component for the Company's entire population of lease assets. Adoption of the new standard resulted in the recording of net lease assets and lease liabilities of approximately $39.4 million and $41.5 million, respectively, as of January 1, 2019. The $2.1 million difference in the lease liabilities and net lease assets represents the net ASC 840 lease liabilities at the effective date that were netted against the initial right-of-use-asset, which included: straight-line rent, prepaid rent, and lease incentives. The $0.2 million transition adjustment to retained earnings was comprised of $1.0 million of build-to-suit financing lease assets that were derecognized and recorded as operating leases in transition and $0.5 million of initial impairment to right-of-use-assets, which were partially offset by the related deferred tax effect of $0.3 million. Adoption of ASU 2016-02 did not materially impact the Company's consolidated net earnings nor cash flows, and did not have a notable impact on the Company's liquidity or debt-covenant compliance under the Company's current agreements. In the first quarter of 2019, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which amends ASC 220, Income Statement - Reporting Comprehensive Income. This ASU allows a reclassification from accumulated OCI to retained earnings for stranded tax effects resulting from tax reform. This update is effective for fiscal years beginning after December 15, 2018, including interim periods therein, and early adoption is permitted.An election was not made to reclassify the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The adoption of this ASU did not have a material impact on the Company's Consolidated Financial Statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure the impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. The effective date is for fiscal years beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. The Company is evaluating the potential effects of the ASU on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date is the first quarter of fiscal year 2021, with early adoption permitted for the removed disclosures and delayed adoption until fiscal year 2021 permitted for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company is evaluating the potential effects of the ASU on the consolidated financial statements. |
Revenue Recognition |
3 Months Ended |
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Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Nature of Goods and Services The Company primarily generates revenue from the procurement of marketing materials for customers. Service revenue, including creative, design, installation, warehousing and other services, has not been material to the Company’s overall revenue to date. Products and services may be sold separately or in bundled packages. For bundled packages, the Company accounts for individual products and services separately if they are distinct - that is, if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company includes any fixed charges per its contracts as part of the total transaction price. The transaction price is allocated between separate products and services in a bundle based on their standalone selling prices. The standalone selling prices are generally determined based on the prices at which the Company separately sells the products and services. Contracts may include variable consideration (for example, customer incentives like rebates), and to the extent that variable consideration is not constrained, the Company includes the expected amount within the total transaction price and updates its assumptions over the duration of the contract. The constraint will generally not result in a reduction in the estimated transaction price. The Company’s performance obligations related to the procurement of marketing materials are typically satisfied upon shipment or delivery of its products to customers. Payment is typically due from the customer at this time or shortly thereafter. Unbilled revenue represents shipments or deliveries that have been made to customers for which the related account receivable has not yet been invoiced. The Company does not have material future performance obligations that extend beyond one year. Some service revenue may be recognized over time but the difference from recognizing that revenue over time versus at a point in time when the service is completed and accepted by the customer has not been material to the Company’s overall revenue to date. Contract Balances Contract liabilities were $20.9 million and $17.6 million as of March 31, 2019 and December 31, 2018, respectively, and are referred to as deferred revenue in the condensed consolidated financial statements. We record deferred revenue when cash payments are received or due in advance of our performance. The increase in the deferred revenue balance for the three months ended March 31, 2019 is primarily driven by cash payments received or due in advance of satisfying our performance obligations as well as the recognition of a contract liability for projects where we have a right to payment (approximately $11.7 million), offset by $8.4 million of revenue recognized from the deferred revenue balance from December 31, 2018. There were no contract assets as of March 31, 2019 or December 31, 2018. Transaction Price Allocated to Remaining Performance Obligations ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2019. The Company does not have material future performance obligations that extend beyond one year. Accordingly, the Company has applied the optional exemption for contracts that have an original expected duration of one year or less. The nature of the remaining performance obligations as well as the nature of the variability and how it will be resolved is described above. Costs to Obtain a Customer Contract The Company incurs certain incremental costs to obtain a contract that the Company expects to recover. The Company applies a practical expedient and recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. No incremental costs to obtain a contract incurred by the Company during the quarters ended March 31, 2019 and 2018 were required to be capitalized. These costs would primarily relate to commissions paid to our account executives and are included in selling, general and administrative expenses. Costs to Fulfill a Customer Contract The Company capitalizes certain setup costs related to new customers as fulfillment costs. The closing balance at March 31, 2019 and December 31, 2018 was $1.2 million and $1.2 million, respectively. Capitalized contract costs are amortized over the expected period of benefit using the straight-line method which is generally three years. In the three months ended March 31, 2019 and 2018, the amount of amortization was $0.1 million and $0.1 million, respectively, and there was no impairment loss in relation to the costs capitalized in either period presented. |
Goodwill |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill | Goodwill The following is a summary of the goodwill balance for each reportable segment as of March 31, 2019 (in thousands):
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, 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 fair value estimates were based on assumptions management believes to be reasonable, but that are inherently uncertain, including estimates of future revenue and operating margins and assumptions about the overall economic climate and the competitive environment for the business. The Company most recently impaired a portion of its goodwill in the North America reportable segment as of December 31, 2018, as outlined below. The Company further considered indicators for impairment at March 31, 2019 given the significant level of goodwill remaining in the reportable segment as well as the recent impairment test. The fair value determination of the reporting unit primarily relies on management judgments around timing of generating revenues from recent new customer wins as well as timing of benefits expected to be received from the significant restructuring actions currently underway (see Note 6). If assumptions surrounding either of these factors change, then a future impairment charge may occur. 2018 Goodwill Impairment Charges During the quarter ended September 30, 2018, the Company changed its segments and re-evaluated its reporting units. This change required an interim impairment assessment of goodwill. The Company determined an enterprise value for its North America, EMEA and LATAM reporting units that considered both discounted cash flow and guideline public company methods. The Company further compared the enterprise value of each reporting unit to their respective carrying value. The enterprise value for North America exceeded its carrying value, which indicated that there was no impairment, whereas enterprise values for the EMEA and LATAM reporting units were less than their respective carrying values and resulted in $20.8 million and $7.1 million goodwill impairment charges, respectively. As of December 31, 2018, the Company performed an interim impairment assessment due to a triggering event caused by a sustained decrease in the Company's stock price. The Company determined an enterprise value for its North America reporting unit that considered both the discounted cash flow and guideline public company methods. The Company further compared the enterprise value of the reporting unit to its respective carrying value. The enterprise value for the North America reporting unit was less than its carrying value and resulted in a $18.4 million non-cash goodwill impairment charge. No tax benefit was recognized on such charge, and this charge had no impact on the Company's cash flows or compliance with debt covenants. Prior to this 2018 activity, the Company previously recorded gross and accumulated impairment losses of $75.4 million resulting from prior period goodwill impairment tests. |
Leases |
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Leases | Leases The Company leases office space, warehouses, automobiles, and equipment. These leases are recorded as right-of-use assets and lease liabilities for leases with terms greater than 12 months. The Company’s leases generally have terms of 1-10 years, with certain leases including renewal options to extend the leases for additional periods at the Company’s discretion. Generally, the lease term is the minimum of the noncancelable period of the lease, as the Company is not reasonably certain to exercise renewal options. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Tenant allowances used to fund leasehold improvements are recognized when earned and reduce the right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases. The Company estimates this rate based on prevailing financial market conditions as rates are not implicitly stated in most leases. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leased assets are presented net of accumulated amortization. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities; instead, these are expensed as incurred and recorded as variable lease expense. Adoption of Topic 842 resulted in the recording net lease assets and lease liabilities of approximately $39.4 million and $41.5 million, respectively. The current portion of the lease liabilities are recorded within other current liabilities on the condensed consolidated balance sheet. The $2.1 million difference in the lease liabilities and net lease assets represents the net ASC 840 lease liabilities at the effective date that were netted against the initial right-of-use-asset, which included: straight-line rent, prepaid rent, and lease incentives. The $0.2 million transition adjustment to retained earnings was comprised of $1.0 million of build-to-suit financing lease assets that were derecognized and recorded as operating leases in transition and $0.5 million of initial impairment to right-of-use-assets, which were partially offset by the related deferred tax effect of $0.3 million. Supplemental balance sheet information related to leases was as follows (in thousands):
The components of lease cost were as follows:
Average lease terms and discount rates were as follows:
Supplemental cash flow information related to leases was as follows (in thousands):
The aggregate future lease payments for operating and finance leases as of March 31, 2019 are as follows (in thousands):
The aggregate future lease payments for operating and capital leases as of December 31, 2018 were as follows (in thousands):
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Leases | Leases The Company leases office space, warehouses, automobiles, and equipment. These leases are recorded as right-of-use assets and lease liabilities for leases with terms greater than 12 months. The Company’s leases generally have terms of 1-10 years, with certain leases including renewal options to extend the leases for additional periods at the Company’s discretion. Generally, the lease term is the minimum of the noncancelable period of the lease, as the Company is not reasonably certain to exercise renewal options. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Tenant allowances used to fund leasehold improvements are recognized when earned and reduce the right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases. The Company estimates this rate based on prevailing financial market conditions as rates are not implicitly stated in most leases. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leased assets are presented net of accumulated amortization. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities; instead, these are expensed as incurred and recorded as variable lease expense. Adoption of Topic 842 resulted in the recording net lease assets and lease liabilities of approximately $39.4 million and $41.5 million, respectively. The current portion of the lease liabilities are recorded within other current liabilities on the condensed consolidated balance sheet. The $2.1 million difference in the lease liabilities and net lease assets represents the net ASC 840 lease liabilities at the effective date that were netted against the initial right-of-use-asset, which included: straight-line rent, prepaid rent, and lease incentives. The $0.2 million transition adjustment to retained earnings was comprised of $1.0 million of build-to-suit financing lease assets that were derecognized and recorded as operating leases in transition and $0.5 million of initial impairment to right-of-use-assets, which were partially offset by the related deferred tax effect of $0.3 million. Supplemental balance sheet information related to leases was as follows (in thousands):
The components of lease cost were as follows:
Average lease terms and discount rates were as follows:
Supplemental cash flow information related to leases was as follows (in thousands):
The aggregate future lease payments for operating and finance leases as of March 31, 2019 are as follows (in thousands):
The aggregate future lease payments for operating and capital leases as of December 31, 2018 were as follows (in thousands):
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Other Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Intangible Assets | The following is a summary of the Company’s intangible assets as of March 31, 2019 and December 31, 2018 (in thousands):
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 condensed consolidated statement of comprehensive (loss) income. 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 $0.5 million and $1.2 million for the three months ended March 31, 2019 and 2018, respectively. The Company's customer lists had accumulated amortization and impairment of $64.9 million and $64.5 million as of March 31, 2019 and December 31, 2018, respectively. The Company's trade names had accumulated amortization and impairment of $2.0 million and $2.0 million as of March 31, 2019 and December 31, 2018, respectively. The Company's patents and non-competition agreements were fully amortized as of March 31, 2019 and December 31, 2018, respectively. The estimated amortization expense for the remainder of 2019 and each of the next five years and thereafter is as follows (in thousands):
2018 Intangible and Long-Lived Asset Impairment In the third quarter of 2018, the Company changed its reporting units as part of a segment change, which required an interim impairment assessment. The Company's intangible and long-lived assets associated with the reporting units assessed were also reviewed for impairment. It was determined that the fair value of intangible assets in EMEA and LATAM was less than the recorded book value of certain customer lists. Additionally, it was determined that the fair value of capitalized costs related to a legacy ERP system in EMEA was less than the recorded book value of such assets. As a result, the Company recognized a $13.8 million non-cash, intangible asset impairment charge related to certain customer lists, which is included in the accumulated amortization balance above. Of the total charge, $0.6 million related to the LATAM reportable segment, and $13.2 million related to the EMEA reportable segment. During the third quarter of 2018, the Company also recognized a $3.0 million non-cash, long-lived asset impairment charge related to a legacy ERP system in the EMEA reportable segment. |
Restructuring Activities and Other Charges |
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Activities and Other Charges | Restructuring Activities 2018 Restructuring Plan On August 10, 2018, the Company approved a plan to reduce the Company's cost structure while driving value for its clients and stockholders. The plan was adopted as a result of the Company's determination that its selling, general and administrative costs were disproportionately high in relation to its revenue and gross profit. In connection with these actions, the Company expects to incur pre-tax cash restructuring charges of $20.0 million to $25.0 million and pre-tax non-cash restructuring charges of $0.4 million. Cash charges are expected to include $12.0 million to $15.0 million for employee severance and related benefits and $8.0 million and $10.0 million for lease and contract terminations and other associated costs. Where required by law, the Company will consult with each of the affected countries’ local Works Councils prior to implementing the plan. The plan was expected to be completed by the end of 2019. On February 21, 2019, the Board of Directors approved a two-year extension to the restructuring plan through the end of 2021. For the three months ended March 31, 2019, the Company recognized $3.9 million in restructuring charges. The following table summarizes the accrued restructuring activities for this plan for the three months ended March 31, 2019 (in thousands):
During the three months ended March 31, 2019, the Company recorded the following restructuring costs within loss from operations and loss before income taxes (in thousands):
2015 Restructuring Plan 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. In connection with these actions, the Company incurred pre-tax cash restructuring charges of $6.7 million, the majority of which were recognized during 2017. These cash charges included approximately $5.6 million for employee severance and related benefits and $1.1 million for lease and contract terminations and other associated costs. The charges were all incurred by the end of 2017 with the final payouts of the charges expected to occur in 2019. As required by law, the Company consulted with each of the affected countries’ local Works Councils throughout the plan. The following table summarizes the accrued restructuring activities for this plan for the three months ended March 31, 2019 (in thousands), all of which relate to EMEA:
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Income Taxes |
3 Months Ended |
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Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Reform Act”) was enacted into law. The Tax Reform Act significantly revises the U.S. corporate income tax laws by, amongst other things, reducing the corporate income tax rate from 35.0% to 21.0%. In addition to the tax rate reduction, the legislation establishes new provisions that affect our 2019 results, including but not limited to, the creation of a new minimum tax called the base erosion anti-abuse tax ("BEAT"); a new provision that taxes U.S. allocated expenses (e.g., interest and general administrative expenses) and currently taxes certain income greater than 10% return on assets from foreign operations called Global Intangible Low-Tax Income (“GILTI”); a new limitation on deductible interest expense; and limitations on the deductibility of certain employee compensation and benefits. The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The Company’s reported effective income tax rate was 45.9% and (51.6)% for the three months ended March 31, 2019 and 2018, respectively. The Company’s effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, valuation allowances, impacts of the Tax Reform Act, and foreign tax rates that are different than the U.S. federal statutory tax rate. In addition, the effective tax rate can be impacted each period by discrete factors and events such as a write-off of a deferred tax asset for stock‑based compensation due to the expiration of unexercised stock options. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will expire unutilized. At the end of each reporting period, the Company reviews the realizability of its deferred tax assets. There were no material valuation adjustments for the three months ended March 31, 2019 and 2018. Additionally, the Company continues to incur losses in jurisdictions which have valuation allowances against tax loss carryforwards, so a tax benefit has not been recognized in the financial statements for these losses. |
Earnings Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Per Share Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted (loss) earnings per share is calculated by dividing net loss by the weighted average shares outstanding assuming 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 include any shares issuable related to PSUs for which the performance conditions have been met as of the end of the period. There were no dilutive effects during the three months ended March 31, 2019 and 2018 as a result of a net loss incurred in each period. The number of antidilutive securities excluded from the computation of diluted earnings per share amounts was not material.The computations of basic and diluted loss per share for the three months ended March 31, 2019 and 2018 are as follows (in thousands, except per share amounts):
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Accumulated Other Comprehensive Loss |
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Accumulated Other Comprehensive (Loss) | Accumulated Other Comprehensive Loss The table below presents changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2019 and 2018 (in thousands):
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Related Party Transactions |
3 Months Ended |
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Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company provides print procurement services to Arthur J. Gallagher & Co. 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 & Co. and has a direct ownership interest in Arthur J. Gallagher & Co. The total amount billed for such print procurement services during the three months ended March 31, 2019 and 2018 was $0.5 million and $0.3 million, respectively. The amounts receivable from Arthur J. Gallagher & Co. were $0.4 million and $0.3 million as of March 31, 2019 and December 31, 2018, respectively. In the fourth quarter of 2017, the Company began providing marketing execution services to Enova International, Inc. ("Enova"). David Fisher, a member of the Company's Board of Directors, is the Chairman and Chief Executive Officer of Enova and has a direct ownership interest in Enova. The total amount billed for such services during the three months ended March 31, 2019 and 2018 was $2.7 million and $1.8 million, respectively. The amounts receivable from Enova were $2.2 million and $2.0 million as of March 31, 2019 and December 31, 2018, respectively. |
Fair Value Measurement |
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Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Measurement | Fair Value Measurement ASC 820, Fair Value Measurement, 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:
The book value of the debt under the Credit Agreement, dated as of August 2, 2010, subsequently amended most recently as of March 15, 2019 and further discussed in Note 13, is considered to approximate its fair value as of March 31, 2019 as the interest rates are considered in line with current market rates. |
Commitments and Contingencies |
3 Months Ended |
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Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. 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. 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 agreement was €37.6 million (approximately $37.6 million at the time) 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. In May 2018, shortly following the Company’s announcement of its intention to restate certain historical financial statements, a putative securities class action complaint was filed against the Company and certain of its current and former officers and directors. The action, Errol Brown, et al., v. InnerWorkings, Inc., et al., was brought in the United States District Court for the Central District of California. The complaint alleges claims pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Allegations in the complaint include that the Company and its current and former officers and directors made untrue statements or omissions of material fact by issuing inaccurate financial statements for the fiscal years ending December 31, 2015, 2016, and 2017, as well as all interim periods. On July 27, 2018, the Court appointed a lead plaintiff and lead counsel for the case. Plaintiff’s counsel filed an amended complaint on September 25, 2018. On March 27, 2019, the Court granted the Company’s motion to dismiss the amended complaint, and on April 16, 2019 the plaintiff’s action was dismissed. |
Revolving Credit Facilities |
3 Months Ended |
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Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facilities | Revolving Credit Facilities and Going Concern The Company entered into a Credit Agreement, dated as of August 2, 2010, subsequently amended most recently as of March 15, 2019, among the Company, the lenders party thereto and Bank of America, N.A., as Administrative Agent (the “Credit Agreement”). The Credit Agreement includes a revolving commitment amount of $175 million and $160 million in the aggregate through September 25, 2019 and September 25, 2020, respectively. The Credit Agreement also 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, as defined in the Credit Agreement. 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 50-225 basis point spread for loans based on the base rate and 150-325 basis point spread for letter of credit fees and loans based on the Eurodollar rate. The most recent amendment (i) modified the definition of the term “Consolidated EBITDA” as used in the covenant calculations, (ii) increased the maximum leverage ratio to which the Company is subject for the trailing twelve month periods ended December 31, 2018 and March 31, 2019 and (iii) decreased the minimum interest coverage ratio to which the Company is subject for the trailing twelve month periods ended December 31, 2018 and March 31, 2019, respectively. 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 most recent amendment to the Credit Agreement modified the maximum leverage ratio from 3.50 to 1.00 to 4.50 to 1.00 for the trailing twelve months ended December 31, 2018, and from 3.00 to 1.00 to 4.75 to 1.00 for the trailing twelve months ended March 31, 2019. The maximum leverage ratio is 3.00 to 1.00 for the trailing twelve months ending June 30, 2019 and each period thereafter. The most recent amendment to the Credit Agreement also modified the minimum interest coverage ratio from 5.00 to 1.00 to 4.00 to 1.00 for the trailing twelve months ended December 31, 2018, and from 5.00 to 1.00 to 3.50 to 1.00 for the trailing twelve months ending March 31, 2019. The minimum interest coverage ratio is 5.00 to 1.00 for the trailing twelve months ending June 30, 2019 and each period thereafter. We were in compliance with all debt covenants as of March 31, 2019. The revised covenants only affected the fourth quarter of 2018 and the first quarter of 2019. The Company concluded that without any additional changes, it would likely exceed the maximum leverage ratio covenant and/or not meet the minimum interest coverage ratio beyond the revised period, in which case the lenders would have the ability to demand repayment of the outstanding debt at such time. Accordingly, the outstanding balance is presented as a current liability as of March 31, 2019 based on the guidance in ASC 470, Debt. Additionally, under ASC 205, Presentation of Financial Statements, the Company is required to consider and has evaluated whether there is substantial doubt that it has the ability to meet its obligations within one year from the financial statement issuance date. This assessment also includes the Company’s consideration of any management plans to alleviate such doubts. As described above, the probable inability of the Company to meet its current covenant obligations beyond the covenant waiver periods casts substantial doubt on the Company’s ability to meet its obligations within one year from the financial statement issuance date. The Company is in the process of negotiating changes to its debt structure with its existing lenders, which, based on discussions with lenders to-date and review of proposed negotiated conditions and financial covenants, the Company believes will be successfully completed in Q2 2019. At March 31, 2019, the Company had $11.2 million of unused availability under the Credit Agreement and $1.5 million of letters of credit which have not been drawn upon. The amount outstanding under the Company's' revolving credit facility was $138.9 million and $142.7 million as of March 31, 2019 and December 31, 2018, respectively. The Company had unamortized deferred financing fees associated with the Credit Facility of $1.1 million and $0.7 million as of March 31, 2019 and December 31, 2018, respectively. 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's operations in China. 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 March 31, 2019, the Company had $4.5 million of unused availability under the Facility. |
Share Repurchase Program |
3 Months Ended |
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Mar. 31, 2019 | |
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 an increase in its authorized share repurchase program of up to an additional $30.0 million of the Company's common stock through open market and privately negotiated transactions over a two-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. As of March 31, 2019, $10.6 million remained available for repurchase under this plan through May 31, 2019. During the three months ended March 31, 2019, the Company did not repurchase any shares of its common stock under this program. During the three months ended March 31, 2018, the Company repurchased 0.9 million shares of its common stock for $8.7 million in the aggregate at an average cost of $9.31 per share. Of this amount, $7.9 million was paid for as of March 31, 2018, with the remaining, paid in April 2018, accrued within other current liabilities in the condensed consolidated balance sheet as of March 31, 2018. Shares repurchased under this program are recorded at acquisition cost, including related expenses. |
Business Segments |
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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. During the third quarter of 2018, the Company changed its reportable segments. The Company is now organized and managed by the CODM as three operating segments: North America, EMEA and LATAM. The North America segment includes operations in the United States and Canada; the EMEA segment includes operations in the United Kingdom, continental Europe, the Middle East, Africa, and Asia; and the LATAM segment includes operations in 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. We have reflected the segment change as if it had occurred in all periods presented. Management evaluates the performance of its operating segments based on revenues and Adjusted EBITDA, which is a non-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 1. Adjusted EBITDA represents income from operations excluding depreciation and amortization, stock-based compensation expense, goodwill, intangible and long-lived asset impairment charges, restructuring charges, senior leadership transition and other employee-related expenses, business development realignment, obsolete retail inventory writeoff, professional fees related to ASC 606 implementation, executive search expenses, restatement of prior period financial statements, and other expenses related to investment in operational and financial process improvements. Management does not evaluate the performance of its operating segments using asset measures. The table below presents financial information for the Company’s reportable segments and Other for the three month periods noted (in thousands):
The table below reconciles the total of the reportable segments' Adjusted EBITDA and the Adjusted EBITDA included in Other to loss before income taxes (in thousands):
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Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
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Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation of Interim Financial Statements | Basis of Presentation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements of InnerWorkings, Inc. and subsidiaries (the “Company”) included herein have been prepared to conform to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of the accompanying unaudited financial statements have been included, and all adjustments are of a normal and recurring nature. The operating results for the three month periods ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. These condensed consolidated interim financial statements and notes should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto as of and for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2019. |
Description of the Business | Description of the Business The Company was incorporated in the state of Delaware on January 3, 2006. The Company is a leading global marketing execution firm for some of the world's most marketing intensive companies, including those 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. During the third quarter of 2018, the Company changed its reportable segments. The Company is now organized and managed by the chief operating decision maker for purposes of resource allocation and assessing performance as three operating segments: North America, EMEA and LATAM. The Company reflected the segment change as if it had occurred in all periods presented. See Note 15 for further information about the Company’s reportable segments. |
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 U.S. GAAP which 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 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 may 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 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. Argentinian Highly Inflationary Accounting In the second quarter of 2018, the Argentinian economy was classified as highly inflationary under GAAP due to multiple years of increasing inflation, the devaluation of the Argentine peso ("ARS") and increasing borrowing rates. Effective July 1, 2018, the Company's Argentinian subsidiary is being accounted for under highly inflationary accounting rules, which principally means all transactions are recorded in U.S. dollars. The Company uses the official ARS exchange rate to translate the results of its Argentinian operations into U.S. dollars. As of March 31, 2019, the Company had a balance of net monetary assets denominated in ARS of approximately 43.7 million ARS, and the exchange rate was approximately 43.3 ARS per U.S. dollar. During the three month period ended March 31, 2019, the Company recorded $0.04 million of unfavorable currency impacts recorded within Other income (expense). For the three months ended March 31, 2019, the Company had revenue and gross margin of $0.6 million and $0.1 million, respectively, at its Argentinian operations. |
Revenue Recognition | Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer and the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer which may be at a point in time or over time. Unbilled revenue represents shipments or deliveries that have been made to customers for which the related account receivable has not yet been invoiced. Shipping and handling costs after control over a product has transferred to a customer are expensed as incurred and are included in cost of goods sold in the condensed consolidated statements of operations. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, the Company generally reports revenue on a gross basis because the Company typically controls the goods or services before transferring to the customer. Under these arrangements, the Company is primarily responsible for the fulfillment, including the acceptability, of the marketing materials and other products or services. In addition, the Company has reasonable discretion in establishing the price, and in some transactions, the Company also has inventory risk and is involved in the determination of the nature or characteristics of the marketing materials and products. In some arrangements, the Company is not primarily responsible for fulfilling the goods or services. In arrangements of this nature, the Company does not control the goods or services before they are transferred to the customer and such revenue is reported on a net basis. Some service revenue, including stand-alone creative and other services, may be earned over time; however, the difference from recognizing that revenue over time compared to a point in time (i.e., when the service is completed and accepted by the customer) is not material. Service revenue has not been material to our overall revenue to date. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). This pronouncement requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use asset on the balance sheet. The Company adopted ASU 2016-02, along with related clarifications and improvements, as of January 1, 2019, using the modified retrospective approach, which allows the Company to apply Accounting Standards Codification (“ASC”) 840, Leases, in the comparative periods presented in the year of adoption. The cumulative effect of adoption was recorded as an adjustment to the opening balance of retained earnings in the period of adoption. The Company elected to use the package of practical expedients, which permitted the Company to not reassess: (i) whether a contract is or contains a lease, (ii) lease classification, and (iii) initial direct costs resulting from the lease. The Company has not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. The Company elected to apply the short-term lease exception, which allows the Company to keep leases with terms of 12 months or less off the balance sheet. The Company also elected to combine lease and non-lease components as a single component for the Company's entire population of lease assets. Adoption of the new standard resulted in the recording of net lease assets and lease liabilities of approximately $39.4 million and $41.5 million, respectively, as of January 1, 2019. The $2.1 million difference in the lease liabilities and net lease assets represents the net ASC 840 lease liabilities at the effective date that were netted against the initial right-of-use-asset, which included: straight-line rent, prepaid rent, and lease incentives. The $0.2 million transition adjustment to retained earnings was comprised of $1.0 million of build-to-suit financing lease assets that were derecognized and recorded as operating leases in transition and $0.5 million of initial impairment to right-of-use-assets, which were partially offset by the related deferred tax effect of $0.3 million. Adoption of ASU 2016-02 did not materially impact the Company's consolidated net earnings nor cash flows, and did not have a notable impact on the Company's liquidity or debt-covenant compliance under the Company's current agreements. In the first quarter of 2019, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which amends ASC 220, Income Statement - Reporting Comprehensive Income. This ASU allows a reclassification from accumulated OCI to retained earnings for stranded tax effects resulting from tax reform. This update is effective for fiscal years beginning after December 15, 2018, including interim periods therein, and early adoption is permitted.An election was not made to reclassify the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The adoption of this ASU did not have a material impact on the Company's Consolidated Financial Statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure the impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. The effective date is for fiscal years beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. The Company is evaluating the potential effects of the ASU on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date is the first quarter of fiscal year 2021, with early adoption permitted for the removed disclosures and delayed adoption until fiscal year 2021 permitted for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company is evaluating the potential effects of the ASU on the consolidated financial statements. |
Goodwill (Tables) |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination, Segment Allocation | The following is a summary of the goodwill balance for each reportable segment as of March 31, 2019 (in thousands):
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Leases (Tables) |
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Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets And Liabilities, Lessee | Supplemental balance sheet information related to leases was as follows (in thousands):
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Lease, Cost | The components of lease cost were as follows:
Average lease terms and discount rates were as follows:
Supplemental cash flow information related to leases was as follows (in thousands):
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Lessee, Operating Lease, Liability, Maturity | The aggregate future lease payments for operating and finance leases as of March 31, 2019 are as follows (in thousands):
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Finance Lease, Liability, Maturity | The aggregate future lease payments for operating and finance leases as of March 31, 2019 are as follows (in thousands):
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Schedule of Future Minimum Rental Payments for Operating Leases | The aggregate future lease payments for operating and capital leases as of December 31, 2018 were as follows (in thousands):
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Other Intangible Assets (Tables) |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets | The following is a summary of the Company’s intangible assets as of March 31, 2019 and December 31, 2018 (in thousands):
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Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated amortization expense for the remainder of 2019 and each of the next five years and thereafter is as follows (in thousands):
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Restructuring Activities and Other Charges (Tables) |
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Accrued Restructuring Activities | The following table summarizes the accrued restructuring activities for this plan for the three months ended March 31, 2019 (in thousands), all of which relate to EMEA:
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Earnings Per Share (Tables) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | Per Share Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted (loss) earnings per share is calculated by dividing net loss by the weighted average shares outstanding assuming 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 include any shares issuable related to PSUs for which the performance conditions have been met as of the end of the period. There were no dilutive effects during the three months ended March 31, 2019 and 2018 as a result of a net loss incurred in each period. The number of antidilutive securities excluded from the computation of diluted earnings per share amounts was not material.The computations of basic and diluted loss per share for the three months ended March 31, 2019 and 2018 are as follows (in thousands, except per share amounts):
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Accumulated Other Comprehensive Loss (Tables) |
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Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Loss | The table below presents changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2019 and 2018 (in thousands):
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Business Segments (Tables) |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment | The table below presents financial information for the Company’s reportable segments and Other for the three month periods noted (in thousands):
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Schedule Of Earnings Before Interest Tax Depreciation and Amortization Reconciliation [Table Text Block] |
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Summary of Significant Accounting Policies (Details) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2019
USD ($)
Unit
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Mar. 31, 2018
USD ($)
|
Dec. 31, 2018
USD ($)
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total ending right of use asset - net: | $ 39,391,000 | $ 0 | |
ARS to USD Exchange Rate | $ 43.29 | ||
Number of reportable segments | Unit | 3 | ||
Amount Recognized in Income Due to Inflationary Accounting | $ 40,000 | ||
revenues inflationary | 600,000 | ||
Stock-based compensation expense | 739,000 | $ 1,417,000 | |
Net Cash Provided by (Used in) Financing Activities | (3,095,000) | (19,117,000) | |
Net Cash Provided by (Used in) Operating Activities | (5,492,000) | $ (34,309,000) | |
Increase (Decrease) in Margin Deposits Outstanding | 100,000 | ||
Property and equipment, net | 35,952,000 | $ 82,933,000 | |
Operating lease, impairment loss | 500,000 | ||
Operating Lease, Right-Of-Use Asset, Deferred Tax Effect | 300,000 | ||
ARS [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net Monetary Assets | $ 43,700,000 |
Revenue Recognition (Details) - USD ($) |
3 Months Ended | 12 Months Ended |
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Mar. 31, 2019 |
Dec. 31, 2018 |
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Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability | $ 11,700,000 | |
Deferred revenue | 20,945,000 | $ 17,614,000 |
Contract assets | 0 | 0 |
Revenue recognized from deferred revenue | 8,400,000 | |
Capitalized contract costs | 1,200,000 | 1,200,000 |
Capitalized contract costs amortization | $ 142,855.0 | $ 100,000 |
Goodwill (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2019 |
Sep. 30, 2018 |
Dec. 31, 2015 |
Dec. 31, 2018 |
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Goodwill [Roll Forward] | ||||
December 31, 2018 | $ 152,158 | |||
Foreign exchange impact | 23 | |||
March 31, 2019 | 152,181 | $ 152,158 | ||
Goodwill, Impairment Loss | $ (75,400) | |||
North America | ||||
Goodwill [Roll Forward] | ||||
December 31, 2018 | 152,158 | |||
Foreign exchange impact | 23 | |||
March 31, 2019 | 152,181 | 152,158 | ||
Goodwill, Impairment Loss | (18,400) | |||
LATAM SEF [Member] | ||||
Goodwill [Roll Forward] | ||||
December 31, 2018 | 0 | |||
Foreign exchange impact | 0 | |||
March 31, 2019 | 0 | 0 | ||
EMEA [Member] | ||||
Goodwill [Roll Forward] | ||||
December 31, 2018 | 0 | |||
Foreign exchange impact | 0 | |||
March 31, 2019 | $ 0 | $ 0 | ||
LATAM SEF [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Impairment Loss | $ (7,100) | |||
EMEA [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Impairment Loss | $ (20,800) |
Leases - Narrative (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Jan. 01, 2019 |
Mar. 31, 2019 |
Dec. 31, 2018 |
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Lessee, Lease, Description [Line Items] | |||
Total ending right of use asset - net: | $ 39,391,000 | $ 0 | |
Property and equipment, net | 35,952,000 | $ 82,933,000 | |
Operating lease, impairment loss | $ 500,000 | ||
Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Total ending right of use asset - net: | $ 39,391,000 | ||
Lease liabilities | 41,465,000 | ||
Lease, right-of-use assets (liabilities), net | 2,100,000 | ||
Cumulative effect of new accounting principle in period of adoption | 159,000 | ||
Property and equipment, net | 1,000,000 | ||
Operating lease, impairment loss | 500,000 | ||
Deferred income tax assets, net | 300,000 | ||
Accounting Standards Update 2016-02 | Retained Earnings | |||
Lessee, Lease, Description [Line Items] | |||
Cumulative effect of new accounting principle in period of adoption | $ 159,000 |
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands |
Mar. 31, 2019 |
Dec. 31, 2018 |
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Operating leases: | ||
Right of use assets | $ 39,382 | |
Finance leases: | ||
Right of use asset, cost | 19 | |
Accumulated amortization | (10) | |
Right of use asset, net | 9 | |
Total ending right of use asset - net: | 39,391 | $ 0 |
Current | ||
Operating | 6,343 | |
Finance | 78 | |
Non-current | ||
Operating | 34,844 | |
Finance | $ 200 |
Leases - Components of Lease Cost (Details) $ in Thousands |
3 Months Ended |
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Mar. 31, 2019
USD ($)
| |
Leases [Abstract] | |
Operating lease cost | $ 2,426 |
Variable lease cost | 289 |
Short-term lease cost | 602 |
Finance lease cost: | |
Amortization of right-of-use assets | 1 |
Interest on lease liabilities | 8 |
Total financing lease cost | 9 |
Sublease income | 0 |
Total lease cost | $ 3,326 |
Leases - Average Lease Terms and Discount Rates (Details) |
Mar. 31, 2019 |
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Weighted-average remaining lease term (years) | |
Operating leases | 6 years 26 days |
Financing leases | 3 years 5 months 1 day |
Weighted-average discount rate | |
Operating leases | 6.05% |
Financing leases | 12.50% |
Leases - Supplemental Cash Flow Information (Details) $ in Thousands |
3 Months Ended |
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Mar. 31, 2019
USD ($)
| |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from finance leases | $ 2,390 |
Operating cash flows from operating leases | 26 |
Total | $ 2,416 |
Leases - Aggregate Future Lease Payments (Details) - USD ($) $ in Thousands |
Mar. 31, 2019 |
Dec. 31, 2018 |
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Operating | ||
Remainder of 2019 | $ 6,205 | |
2020 | 8,915 | |
2021 | 8,776 | |
2022 | 7,511 | |
2023 | 6,041 | |
Thereafter | 12,334 | |
Total lease payments | 49,782 | |
Less: Interest | (8,595) | |
Present value of lease liabilities | 41,187 | |
Finance | ||
Remainder of 2019 | 79 | |
2020 | 105 | |
2021 | 105 | |
2022 | 50 | |
2023 | 10 | |
Thereafter | 0 | |
Total lease payments | 349 | |
Less: Interest | (71) | |
Present value of lease liabilities | $ 278 | |
Operating | ||
2019 | $ 6,383 | |
2020 | 5,017 | |
2021 | 4,422 | |
2022 | 3,245 | |
2023 | 2,068 | |
Thereafter | 1,966 | |
Total lease payments | $ 23,101 |
Contingent Consideration - Contingent Consideration (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
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New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Cash Provided by (Used in) Financing Activities | $ (3,095) | $ (19,117) |
Net Cash Provided by (Used in) Operating Activities | $ (5,492) | $ (34,309) |
Other Intangible Assets - Schedule of Other Intangible Amortization (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 500 | $ 1,200 |
Remainder of 2019 | 1,593 | |
2020 | 2,021 | |
2021 | 1,783 | |
2022 | 1,407 | |
2023 | 962 | |
2024 | 745 | |
Thereafter | 790 | |
Finite-Lived Intangible Assets, Net | $ 9,301 |
Income Taxes (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
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Valuation Allowance [Line Items] | ||
Income tax benefit | $ (2,085) | $ 573 |
Effective income tax rate percentage | 45.90% | (51.60%) |
Earnings Per Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
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Numerator: | ||
Net loss | $ (2,462) | $ (1,684) |
Denominator: | ||
Weighted-average shares outstanding – basic (in shares) | 51,830 | 53,716 |
Effect of dilutive securities: | ||
Employee and director stock options and restricted common shares (in shares) | 0 | 0 |
Weighted-average shares outstanding – diluted (in shares) | 51,830 | 53,716 |
Basic earnings per share (in dollars per share) | $ (0.05) | $ (0.03) |
Diluted earnings per share (in dollars per share) | $ (0.05) | $ (0.03) |
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
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Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total other comprehensive loss, net of tax | $ 747 | $ 3,364 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss - Beginning Balance | (24,309) | (19,229) |
Other comprehensive income before reclassifications, net | 3,364 | |
Net current-period other comprehensive income | 747 | 3,364 |
Accumulated other comprehensive loss - Ending Balance | (23,562) | (15,865) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total other comprehensive loss, net of tax | $ 747 | $ 3,364 |
Related Party Transactions (Details) - USD ($) $ in Millions |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
Dec. 31, 2018 |
|
Arthur J.Gallagher Co [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Other Revenues from Transactions with Related Party | $ 0.5 | $ 0.3 | |
Net amount receivable from related parties | 0.4 | $ 0.3 | |
Enova Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Other Revenues from Transactions with Related Party | 2.7 | $ 1.8 | |
Net amount receivable from related parties | $ 2.2 | $ 2.0 |
Commitments and Contingencies (Details) € in Millions, $ in Millions |
1 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2014
USD ($)
|
Jan. 31, 2014
EUR (€)
|
Dec. 31, 2013
USD ($)
|
Dec. 31, 2013
EUR (€)
|
Nov. 30, 2013
USD ($)
|
Nov. 30, 2013
EUR (€)
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2015
EUR (€)
|
Feb. 28, 2014
EUR (€)
|
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Wrongful Termination Lawsuit - Productions Graphics [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Loss contingency, damages sought | $ 1.0 | € 0.7 | $ 1.0 | € 0.7 | |||||
Loss contingency, damages value, contingent consideration | $ 9.4 | € 7.1 | € 7.1 | ||||||
Loss contingency, damages value, fixed consideration | 8.0 | 5.8 | |||||||
Loss contingency, damages maximum, contingent consideration | $ 37.6 | € 37.6 | |||||||
Employment Arbitration Claim [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Loss contingency, damages sought | $ 0.7 | € 0.6 |
Share Repurchase Program (Details) - USD ($) |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2019 |
May 04, 2017 |
Feb. 12, 2015 |
|
Equity [Abstract] | ||||
Stock Repurchase Program, Authorized Amount | $ 30,000,000 | $ 20,000,000 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 10,600,000 | |||
Stock Repurchased During Period, Shares | 931,749 | |||
Payments for Repurchase of Common Stock | $ 8,671,000 | |||
Treasury Stock Acquired, Average Cost Per Share | $ 9.31 | |||
Stock Repurchased During Period, Value | $ 7,900,000 |
Business Segments - Schedule of Business Segments Adjusted EBITDA (Details) - USD ($) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Dec. 14, 2015 |
Mar. 31, 2019 |
Mar. 31, 2018 |
Dec. 31, 2015 |
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Segment Reporting [Abstract] | ||||
Adjusted EBITDA | $ 6,575 | $ 7,350 | ||
Depreciation and amortization | (2,617) | (3,659) | ||
Stock-based compensation expense | (739) | (1,417) | ||
Goodwill, Impairment Loss | $ (75,400) | |||
Restructuring Charges | $ (6,700) | (3,934) | 0 | |
Executive search fees | 80 | 0 | ||
Professional Fees Related to ASC 606 Implementation | 0 | (1,033) | ||
Professional fees related to ASC 606 implementation | 365 | 0 | ||
(Loss) income from operations | (1,160) | 1,241 | ||
Interest income | 98 | 62 | ||
Interest expense | (2,745) | (1,568) | ||
Other, net | (740) | (846) | ||
(Loss) before income taxes | (4,547) | (1,111) | ||
Nonoperating Income (Expense) | $ (3,387) | $ (2,352) |
Label | Element | Value |
---|---|---|
Accounting Standards Update 2016-16 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 153,000 |
Accounting Standards Update 2016-16 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 153,000 |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 482,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 482,000 |
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