Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 11, 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 | 52,271,946 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Amendment Description | |||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 319,588,359 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Financial Position [Abstract] | |||
Revenue | $ 1,121,551 | $ 1,138,361 | $ 1,094,402 |
Cost of Goods and Services Sold | 866,453 | 862,903 | 831,838 |
Gross profit | 255,098 | 275,458 | 262,564 |
Operating expenses: | |||
Selling, general and administrative expenses | 239,124 | 227,253 | 209,524 |
Depreciation and amortization | 12,988 | 13,390 | 17,916 |
Change in fair value of contingent consideration | 0 | 677 | 10,417 |
Goodwill Impairment | 46,319 | 0 | 0 |
Intangible and other asset impairments | 18,121 | 0 | 70 |
Restructuring charges | 6,031 | 0 | 5,615 |
(Loss) income from operations | (67,485) | 34,138 | 19,022 |
Other income (expense): | |||
Interest income | 218 | 97 | 86 |
Interest expense | (7,749) | (4,729) | (4,171) |
Other, net | (1,616) | (1,788) | (154) |
Total other expense | (9,147) | (6,420) | (4,239) |
(Loss) income before taxes | (76,632) | 27,718 | 14,783 |
(Benefit) provision for income tax | $ (461) | $ 11,288 | $ 10,834 |
Basic earnings (loss) per share (in USD per share) | $ (1.46) | $ 0.31 | $ 0.07 |
Diluted earnings (loss) per share (in USD per share) | $ (1.46) | $ 0.30 | $ 0.07 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other comprehensive (loss) income, before tax: | |||
Foreign currency translation adjustments | $ (5,234) | $ 1,732 | $ (7,168) |
Other comprehensive (loss) income, before tax | (5,234) | 1,732 | (7,168) |
Provision (benefit) for income tax related to components of other comprehensive (loss) income | (154) | (12) | 21 |
Other comprehensive (loss) income, net of tax | (5,080) | 1,720 | (7,147) |
Comprehensive (loss) income | $ (81,251) | $ 18,150 | $ (3,198) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 26,770 | $ 30,562 |
Accounts receivable, net of allowance for doubtful accounts of $4,880 and $3,534, respectively | 193,253 | 205,386 |
Unbilled revenue | 46,474 | 50,016 |
Inventories | 56,001 | 40,694 |
Prepaid expenses | 16,982 | 18,565 |
Other current assets | 34,106 | 37,865 |
Total current assets | 373,586 | 383,088 |
Property and equipment, net | 82,933 | 36,714 |
Intangibles and other assets: | ||
Goodwill | 152,158 | 199,946 |
Intangible assets, net | 9,828 | 27,563 |
Deferred income taxes | 1,195 | 691 |
Other assets | 2,976 | 1,636 |
Total other assets | 166,157 | 229,836 |
Total assets | 622,676 | 649,638 |
Current liabilities: | ||
Accounts payable | 158,449 | 141,164 |
Line of Credit, Current | 142,736 | 0 |
Other current liabilities | 26,231 | 24,078 |
Deferred revenue | 17,614 | 17,620 |
Accrued expenses | 35,474 | 34,391 |
Total current liabilities | 380,504 | 217,253 |
Revolving credit facility - noncurrent | 0 | 128,398 |
Deferred income taxes | 8,178 | 12,043 |
Other long-term liabilities | 50,903 | 7,399 |
Total liabilities | 439,585 | 365,093 |
Stockholders' equity: | ||
Common stock, par value $0.0001 per share, 200,000 and 200,000 shares authorized, 64,495 and 64,075 shares issued, 51,807 and 54,055 shares outstanding, respectively | 6 | 6 |
Additional paid-in capital | 239,960 | 235,199 |
Treasury stock at cost, 12,688 and 10,020 shares, respectively | (81,471) | (55,873) |
Accumulated other comprehensive loss | (24,309) | (19,229) |
Retained earnings | 48,905 | 124,442 |
Total stockholders' equity | 183,091 | 284,545 |
Total liabilities and stockholders' equity | $ 622,676 | $ 649,638 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheets Parenthetical [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 4,880 | $ 3,534 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 64,495,000 | 64,075,000 |
Common stock, shares outstanding | 51,807,000 | 54,055,000 |
Treasury stock at cost, shares | 12,688,000 | 10,200,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning Balance at Dec. 31, 2015 | $ 252,432 | $ 6 | $ (52,207) | $ 213,566 | $ (13,802) | $ 104,869 |
Balance (in shares) at Dec. 31, 2015 | 62,645,000 | 9,547,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 3,949 | |||||
Total other comprehensive loss, net of tax | (7,147) | |||||
Comprehensive income (loss) | (3,198) | |||||
Issuance of common stock upon exercise of stock awards | $ 1,770 | $ 0 | 1,770 | |||
Issuance of common stock upon exercise of stock awards (in shares) | 420,000 | 746,000 | ||||
Issuance of treasury shares as consideration for acquisition | $ 2,012 | $ 2,749 | (737) | |||
Issuance of treasury shares as consideration for acquisition (in shares) | 244,000 | |||||
Excess tax benefit derived from stock award exercises | 3,572 | 3,572 | ||||
Stock based compensation expense | 5,572 | 5,572 | ||||
Ending Balance at Dec. 31, 2016 | 262,161 | $ 6 | $ (49,458) | 224,480 | (20,949) | 108,082 |
Balance (in shares) at Dec. 31, 2016 | 63,391,000 | 9,303,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 16,430 | |||||
Total other comprehensive loss, net of tax | 1,720 | 1,720 | ||||
Comprehensive income (loss) | 18,150 | |||||
Issuance of common stock upon exercise of stock awards | $ 1,421 | $ 0 | 1,421 | |||
Issuance of common stock upon exercise of stock awards (in shares) | 428,000 | 648,000 | ||||
Issuance of treasury shares as consideration for acquisition | $ 4,678 | $ 0 | $ 4,561 | 385 | (269) | |
Issuance of treasury shares as consideration for acquisition (in shares) | (36,000) | 405,000 | ||||
Acquisition of treasury shares | $ (10,976) | $ (10,976) | ||||
Acquisition of treasury shares (in shares) | 1,121,928 | 1,122,000 | ||||
Stock based compensation expense | $ 6,820 | 6,820 | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 2,291 | 2,093 | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | Accounting Standards Update 2016-09 [Member] | 198 | |||||
Ending Balance at Dec. 31, 2017 | 284,545 | $ 6 | $ (55,873) | 235,199 | (19,229) | 124,442 |
Balance (in shares) at Dec. 31, 2017 | 64,075,000 | 10,020,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (76,171) | |||||
Total other comprehensive loss, net of tax | (5,080) | (5,080) | ||||
Comprehensive income (loss) | (81,251) | |||||
Issuance of common stock upon exercise of stock awards | $ (541) | $ 0 | (541) | |||
Issuance of common stock upon exercise of stock awards (in shares) | 662,000 | 420,000 | ||||
Acquisition of treasury shares | $ (25,598) | $ (25,598) | ||||
Acquisition of treasury shares (in shares) | 2,667,732 | 2,668,000 | ||||
Stock based compensation expense | $ 5,302 | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | Accounting Standards Update 2014-09 [Member] | 482 | 482 | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | Accounting Standards Update 2016-16 [Member] | 152 | 152 | ||||
Ending Balance at Dec. 31, 2018 | $ 183,091 | $ 6 | $ (81,471) | $ 239,960 | $ (24,309) | $ 48,905 |
Balance (in shares) at Dec. 31, 2018 | 64,495,000 | 12,688,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | $ 12,988 | $ 13,390 | $ 17,916 |
Stock-based compensation expense | 5,302 | 6,820 | 5,572 |
Deferred income taxes | (4,441) | 4,072 | 4,226 |
Change in fair value of contingent consideration liability | 0 | 677 | 10,417 |
Goodwill Impairment | 46,319 | 0 | 0 |
Impairment of Intangible Assets, Finite-lived | 18,121 | 0 | 70 |
Bad debt provision | 3,601 | 454 | 2,171 |
Implementation cost amortization | 433 | 0 | 0 |
Excess tax benefit from exercise of stock awards | 0 | 0 | (4,030) |
Other operating activities | 255 | 210 | 210 |
Change in assets: | |||
Accounts receivable and unbilled revenue | 4,112 | (41,877) | (2,651) |
Inventories | (16,325) | (4,245) | 6,355 |
Prepaid expenses and other assets | 1,432 | (13,547) | (8,206) |
Change in liabilities: | |||
Accounts payable | 21,959 | 18,152 | (38,408) |
Accrued expenses and other liabilities | 5,473 | 11,162 | 12,069 |
Net cash provided by operating activities | 23,058 | 11,698 | 9,660 |
Cash flows from investing activities | |||
Purchases of property and equipment | (11,263) | (12,483) | (13,319) |
Proceeds from sale of property and equipment | 122 | 0 | 0 |
Net cash used in investing activities | (11,141) | (12,483) | (13,319) |
Cash flows from financing activities | |||
Net borrowing (repayments) of revolving credit facility | 14,539 | (867) | 8,739 |
Net short-term secured (repayments) borrowings | (1,525) | 20,709 | 405 |
Repurchases of common stock | (25,689) | (10,885) | 0 |
Payments of contingent consideration | 0 | (10,989) | (10,509) |
Proceeds from exercise of stock options | 545 | 2,663 | 2,636 |
Excess tax benefit from exercise of stock awards | 0 | 0 | 4,030 |
Other financing activities | (1,606) | (1,156) | (866) |
Net cash (used in) provided by financing activities | (13,736) | (525) | 4,435 |
Effect of exchange rate changes on cash and cash equivalents | (1,973) | 948 | (607) |
(Decrease) Increase in cash and cash equivalents | (3,792) | (362) | 169 |
Cash and cash equivalents, beginning of period | 30,562 | 30,924 | 30,755 |
Cash and cash equivalents, end of period | $ 26,770 | $ 30,562 | $ 30,924 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business InnerWorkings, Inc. (together with its subsidiaries, “the Company”) was incorporated in the state of Delaware on January 3, 2006. The Company is a leading global marketing execution firm for the world's most marketing intensive companies, including those companies in the Fortune 1000, across a wide range of industries. As a comprehensive outsourced enterprise solution, the Company leverages proprietary technology, an extensive supplier network, and deep domain expertise to streamline the creation, production, and distribution of marketing and promotional materials, signage and displays, retail experiences, events and promotions, and packaging across every major market worldwide. The items the Company sources are generally procured through the marketing supply chain and are referred to collectively as marketing materials. The Company’s technology and database of information is designed to capitalize on excess manufacturing capacity and other inefficiencies in the traditional marketing and print supply chain to obtain favorable pricing and to deliver high-quality products and services. 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 allocating resources and assessing performance as three operating segments, North America, EMEA, and LATAM, which also represent the Company's reportable segments. Prior period amounts have been restated to reflect this change. See Note 19 for further information about the Company’s reportable segments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements include the accounts of InnerWorkings, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Preparation of Financial Statements and Use of Estimates The preparation of the consolidated financial statements is in conformity with accounting principles generally accepted in the United States ("GAAP"). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to product returns, allowance for doubtful accounts, inventories and inventory valuation, valuation and impairments of goodwill and long-lived assets, income taxes, accrued bonus, contingencies, stock-based compensation and litigation costs. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results can differ from those estimates. Foreign Currency Translation The Company determines the functional currency for its parent company and each of its subsidiaries by reviewing the currencies in which their respective operating activities occur. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Transaction gains and losses arising from activities in other than the applicable functional currency are calculated using average exchange rates for the applicable period and reported in net income as a non-operating item in each period. Non-monetary balance sheet items denominated in a currency other than the applicable functional currency are translated using the historical rate. The net realized (losses) gains on foreign currency transactions were $(1.1) million , $(1.4) million and $0.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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 December 31, 2018, the Company had a balance of net monetary assets denominated in ARS of approximately $50.7 million ARS, and the exchange rate was approximately $37.7 ARS per U.S. dollar. As of December 31, 2018, the Company recorded $0.1 million of favorable currency impacts recorded within Other income (expense). For the year ended December 31, 2018, the Company had revenue and gross margin of $4.1 million and $0.4 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. A portion of 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 the Company's overall revenue to date. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms. Payment terms with customers are generally 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer, less an estimate for potential bad debts. Interest is not generally accrued on outstanding balances. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. The Company estimates the collectability of its accounts receivable based on a combination of factors including, but not limited to, customer credit ratings and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings or substantial downgrading of credit ratings), the Company provides allowances for bad debts against amounts due to reduce the net recognized receivable to the amount it reasonably believes will be collected. Aged receivables are reviewed on a regular basis and uncollectible accounts are written off when all reasonable collection efforts have been exhausted. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Net realizable value is based upon an estimated average selling price reduced by estimated costs of disposal. Inventories primarily consist of purchased finished goods. Finished goods inventory includes consigned inventory held on behalf of customers as well as inventory held at third-party fulfillment centers and subcontractors. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: Computer equipment 3 years Software, including internal-use software 1 to 5 years Office equipment 5 years Furniture and fixtures 7 years Leasehold improvements are depreciated using the straight-line method over the shorter of their estimated useful lives or the terms of the related leases. The Company reviews long-lived assets, including amortizable intangible assets, for realizability on an ongoing basis. Changes in depreciation, generally accelerated depreciation, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the asset group may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. In the third quarter of 2018 , the Company recognized a $3.0 million non-cash, long-lived asset impairment charge related to a legacy ERP system in the EMEA segment. During the fourth quarter of 2017 , the Company ceased use of one of its internal-use software platforms and recorded $0.4 million of expense within depreciation and amortization. Internal-Use Software In accordance with ASC 350-40, Intangibles—Goodwill and Other, Internal-Use Software, certain costs incurred in the planning and evaluation stage of internal-use computer software are expensed as incurred. Certain costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal-use software costs are depreciated over the expected economic useful life of three to six years using the straight-line method. Capitalized internal-use software asset depreciation expense for the years ended December 31, 2018 , 2017 and 2016 was $6.1 million , $5.4 million and $9.2 million , respectively and is included in total depreciation expense. At December 31, 2018 and 2017 , the net book value of internal-use software was $25.4 million and $29.7 million , respectively. Effective October 1, 2016, the Company changed the estimated useful lives of some of its software assets. The estimated useful lives of such assets were increased by an average of approximately 4.5 years. See Note 8. Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC 350, Intangibles—Goodwill and Other ("ASC 350") , goodwill is not amortized, but instead is tested for impairment annually or more frequently if circumstances indicate a possible impairment may exist. Absent any interim indicators of impairment, the Company tests for goodwill impairment as of the first day of its fourth fiscal quarter of each year. Under ASC 350, an entity is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If the quantitative test is required, the fair value for each reporting unit is compared to its book value including goodwill. In the case that the fair value is less than the book value of the goodwill, the difference is recognized as an impairment. During the third quarter of 2018 , the Company performed an interim impairment assessment and concluded that the EMEA and LATAM reporting units were impaired. As a result, impairment charges of $20.8 million and $7.1 million were recorded in the EMEA and LATAM reporting units, respectively. See Note 5 for further discussion of the impairment. The Company performed its annual impairment test as of October 1, 2018 , its measurement date, and concluded there was no impairment in any of its reporting units. As of December 31, 2018 , the Company performed an interim impairment assessment and concluded that the North America reporting unit was impaired. As a result, an impairment charge of $18.4 million was recorded. See Note 5 for further discussion of the impairment. Other Intangible Assets In accordance with ASC 350 , Intangibles—Goodwill and Other, the Company amortizes its intangible assets with finite lives over their respective estimated useful lives and reviews for impairment whenever impairment indicators exist. Impairment indicators could include significant under-performance relative to the historical or projected future operating results, significant changes in the manner of use of assets, significant negative industry or economic trends or significant changes in the Company’s market capitalization relative to net book value. Any changes in key assumptions used by the Company, including those set forth above, could result in an impairment charge and such a charge could have a material adverse effect on the Company’s consolidated results of operations. The Company’s intangible assets consist of customer lists, non-competition agreements, trade names and patents. The Company’s customer lists, which have an estimated weighted-average useful life of approximately 14 years, are being amortized using the economic life method. The Company’s non-competition agreements, trade names and patents are being amortized on the straight-line basis over their estimated weighted-average useful lives of approximately 4 years, 13 years and 9 years, respectively. In the third quarter of 2018 , the Company recognized a $13.8 million non-cash, intangible asset impairment charge related to certain customer lists. Of the total charge, $0.6 million related to the LATAM segment and $13.2 million related to the EMEA segment. In the fourth quarter of 2016 , the Company recorded a non-cash, intangible asset impairment charge of $0.1 million related to a trade name acquired in a prior year business combination in the EMEA segment. Shipping and Handling Costs Shipping and handling costs are classified in cost of goods sold in the consolidated statements of operations. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. The Company recognizes the tax benefit from an uncertain tax position only if it is “more likely than not” the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There was nominal interest and penalties related to unrecognized tax benefits for the years ended December 31, 2018 , 2017 and 2016 . Based on the Company’s evaluation, it was concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Examinations by tax authorities have been completed through 2014 in the Czech Republic, United Kingdom, and United States, and through 2015 in France. On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Act”). The Act makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among others, that will generally be effective for taxable years beginning after December 31, 2017. The Act requires a U.S. shareholder of a foreign corporation to include global intangible low-taxed (“GILTI”) in taxable income. The accounting policy of the Company is to record any tax on GILTI in the provision for income taxes in the year it is incurred. Advertising Costs of advertising, which are expensed as incurred by the Company, were $1.4 million , $1.2 million and $1.4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively, and are included in selling, general and administrative expenses in the consolidated statement of operations. Comprehensive Income (Loss) The components of accumulated comprehensive loss included in the Consolidated Balance Sheets at December 31, 2018 and 2017 are as follows (in thousands): Foreign Currency Translation Adjustments Balance at December 31, 2016 $ (20,949 ) Other comprehensive income before reclassifications 1,720 Net current-period other comprehensive income 1,720 Balance at December 31, 2017 (19,229 ) Other comprehensive loss before reclassifications (5,080 ) Net current-period other comprehensive loss (5,080 ) Balance at December 31, 2018 $ (24,309 ) Stock-Based Compensation The Company accounts for stock-based compensation awards in accordance with ASC 718, Compensation-Stock Compensation . Compensation expense is measured by determining the fair value of each award using the Black-Scholes option valuation model for stock options or the closing share price on the grant date for restricted shares and restricted share units. The fair value is then recognized over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis for the entire award. This option valuation model requires assumptions, which impact the assumed fair value, including the expected life of the stock option, the risk-free interest rate, expected volatility of the stock over the expected life and the expected dividend yield. The Company uses historical data to determine these assumptions and if these assumptions change significantly for future grants, share-based compensation expense will fluctuate in future years. Expected term is estimated based on historical experience related to similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The Company believes that historical experience provides the best estimate of future expected life. The risk-free interest rate is based on actual U.S. Treasury zero-coupon rates for bonds commensurate with the expected term. The expected volatility assumption is based on the historical volatility of the Company's common stock over a period commensurate with the expected term. Forfeitures are recorded as they occur. On June 1, 2017, the Compensation Committee approved, pursuant to the 2006 Stock Incentive Plan, awards of performance share units (“PSUs”) for certain executive officers and employees. The PSUs are performance-based awards that will settle in shares of the Company's common stock, in an amount between 0% and 200% of the target award level, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between April 1, 2017 and December 31, 2019. On October 12, 2018, the Compensation Committee approved, pursuant to the 2006 Stock Incentive Plan, awards of PSUs for certain executive officers and employees. These PSUs are performance-based awards that will settle in shares of the Company's common stock in an amount between 0% and 200% of the target award level, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between July 1, 2018 and December 31, 2020. Compensation expense for PSUs is measured by determining the fair value of the award using the closing share price on the grant date and is recognized ratably from the grant date to the vesting date for the number of awards expected to vest. The amount of compensation expense recognized for PSUs is dependent upon a quarterly assessment of the likelihood of achieving the performance conditions and is subject to adjustment based on management's assessment of the Company's performance relative to the target number of shares performance criteria. Stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statement of operations. Recent Accounting Pronouncements Recently Adopted Accounting Standards In the first quarter of 2018, the Company adopted FASB Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) and all the related amendments (the “new revenue standard”), which outlines a single comprehensive model for entities to use in accounting for revenue using a five-step process that supersedes virtually all existing revenue guidance. The Company adopted the new revenue standard using the modified retrospective transition method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the effects of the adoption of the new revenue standard on the Company's statement of cash flows are discussed in Note 3. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. In the first quarter of 2018, the Company adopted ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments , which amends ASC 230, Statement of Cash Flows . This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The new guidance was applied retrospectively and the impact of this adoption resulted in a $4.4 million and an $0.8 million increase in cash flows from financing activities and a corresponding decrease in cash flows from operating activities in the condensed consolidated statements of cash flows for the twelve months ended December 31, 2017 and December 31, 2016, respectively, due to contingent liability payments made in excess of the original liability recognized at the time of acquisition during that period. In the first quarter of 2018, the Company adopted ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory , which amends the timing of recognition of tax consequences of intercompany asset transfers other than inventory when the transfer occurs and removes the exception to postpone recognition until the asset has been sold to an outside party. The new guidance was applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings. The impact of this adoption did not have a material effect on the consolidated financial statements. In the first quarter of 2018, the Company early adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. The new guidance was applied prospectively, and the impact of this adoption did not have a material effect on the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU No. 2017-09, Scope of Modification Accounting , which amends ASC 718, Compensation - Stock Compensation . This ASU amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance allows companies to make certain changes to awards without accounting for them as modifications. It did not change the accounting for modifications. The new guidance was applied prospectively to awards modified on or after the adoption date. The impact of this adoption did not have a material effect on the consolidated financial statements. In third quarter of 2018, the Company early adopted ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred In A Cloud Computing Arrangement That Is A Service Contract , which amends the guidance in ASC 350, Intangibles - Goodwill and Other , to align a customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract with the guidance on capitalizing costs related to internal-use software. Capitalized costs for internal-use software are included in property and equipment, net in the condensed consolidated financial statements. The new guidance was applied prospectively, and the impact of this adoption did not have a material effect on the consolidated financial statements. In the fourth quarter of 2018, the Company early-adopted ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, and early adoption is permitted. The impact of this adoption did not have a material effect on the consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosure of key information about leasing arrangements. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability for most leases in the balance sheet as well as other qualitative and quantitative disclosures. ASU 2016-02 requires using a modified retrospective transition method and provides certain practical expedients. The Company has elected the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company elected not to separate non-lease components from lease components and to account for both as a single lease component by class of the underlying asset. In March 2018, the FASB approved a new, optional transition method that will give companies the option to use the effective date as the date of initial application on transition. The Company is electing the transition method, and as a result, the Company will not adjust its comparative period financial information or make the new required lease disclosures for periods before the effective date. The transition method the Company elected for adoption of the standard requires us to make a cumulative effect adjustment as of January 1, 2019. The most significant impact from adopting the standard is the initial recognition of operating lease right-of-use assets and lease liabilities on the Company's balance sheet, while the Company's accounting for finance leases (i.e., capital leases) remains substantially unchanged. The Company continues to finalize its implementation efforts and currently estimate recording, during the first quarter of 2019, approximately $35.2 million to $47.9 million of right of use assets and liabilities on its consolidated balance sheet. The impact of ASU 2016-02 is non-cash in nature, therefore, it will not affect the Company’s cash flows. The Company has also made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet. It will continue to recognize those lease payments in the Consolidated Statement of Operations on a straight-line basis over the lease term. In addition, the Company expects to derecognize $48.4 million from Property and equipment and the $47.4 million corresponding liability (accounted for under the finance method) recognized as of December 31, 2018 related to build-to-suit leases. Refer to Footnote 10 for further details. The transition method the Company elected for adoption of the standard requires us to make a cumulative effect adjustment as of January 1, 2019 and the Company does not believe this amount will be material to the Consolidated Statements of Operations or Cash Flows. 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 February 2018, 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. The Company does not expect to reclassify these stranded tax effects from U.S. tax reform when the Company adopts the ASU. 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
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic accounting under ASC Topic 605 Revenue Recognition . The following summarizes the significant changes in accounting treatment due to the adoption of the new revenue standard: • The Company recorded a net increase to opening retained earnings of $0.5 million as of January 1, 2018 due to the cumulative impact of adopting ASC 606, with the impact primarily related to the Company's capitalization of certain setup costs, inclusive of income tax effects. The details of the significant changes and quantitative impact of the changes for the year ended December 31, 2018 are disclosed below. • The Company previously recognized setup costs related to new customers as selling, general and administrative expense when they were incurred. Under ASC 606, the Company capitalizes certain setup costs as costs to fulfill a contract and amortizes them consistently with the pattern of transfer of the good or service to which the asset relates. • The following tables summarize the impacts of ASC 606 adoption on the Company’s consolidated financial statements as of December 31, 2018 (in thousands, except per share data). As Reported December 31, 2018 Adjustments As Adjusted Without Adoption of ASC 606 Condensed consolidated balance sheet Assets: Other non-current assets $ 2,976 (1,152 ) $ 1,824 Liabilities: Deferred income taxes $ 8,178 (128 ) $ 8,050 Stockholders' equity: Retained earnings $ 48,905 (1,024 ) $ 47,881 As Reported Year Ended December 31, 2018 Adjustments As Adjusted Without Adoption of ASC 606 Condensed consolidated statement of operations Operating expenses: Selling, general and administrative expenses $ 239,124 $ 70 $ 239,194 Intangible and other asset impairments 18,121 (1,274 ) 16,847 (Loss) income from operations (67,485 ) 1,204 (66,281 ) (Loss) income before taxes (76,632 ) 1,204 (75,428 ) (Benefit) provision for income tax (461 ) 306 (155 ) Net (loss) income (76,171 ) 898 (75,273 ) Basic (loss) earnings per share $ (1.46 ) $ 0.02 $ (1.44 ) Diluted (loss) earnings per share $ (1.46 ) $ 0.02 $ (1.44 ) The adoption of ASC 606 had no impact on the Company’s cash flow from operations and only resulted in offsetting changes in classification in operating cash flows. Nature of Goods and Services The Company primarily generates revenues 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 include the expected amount within the total transaction price and update 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 $17.6 million and $17.6 million as of December 31, 2018 and January 1, 2018, respectively, and are referred to as deferred revenue in the condensed consolidated financial statements. The Company records deferred revenue when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance for the year ended December 31, 2018 is primarily driven by cash payments received or due in advance of satisfying its performance obligations as well as the recognition of a contract liability for projects where the Company has a right to payment (approximately $11.9 million ), offset by $11.4 million of revenue recognized from the deferred revenue balance from January 1, 2018. There were no contract assets during the period. 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 December 31, 2018. 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 prior to adoption of ASC 606 or during the year ended December 31, 2018, are required to be capitalized. These costs primarily relate to commissions paid to its account executives and are included in selling, general and administrative expenses. Costs to Fulfill a Customer Contract The Company capitalized certain setup costs related to new customers as fulfillment costs upon adoption of ASU 2014-09 and during the year ended December 31, 2018. The closing balance at December 31, 2018 was $1.2 million . Capitalized contract setup costs are amortized over the expected period of benefit using the straight-line method which is generally three years. In the year ended December 31, 2018, the amount of amortization was $0.4 million , and there was a $1.3 million impairment loss in relation to setup costs capitalized in the North America reportable segment. The impairment was calculated as the difference between the carrying amount of the asset and the recoverable amount. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Contingent Consideration In connection with certain of the Company’s acquisitions, contingent consideration is payable in cash or common stock upon the achievement of certain performance measures over future periods. The Company recorded the acquisition date fair value of the contingent consideration liability as additional purchase price. The process for determining the fair value of the contingent consideration liability consists of reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. Subsequent to the acquisition date, the Company estimates the fair value of the contingent consideration liability each reporting period and any adjustments made to the fair value are recorded in the Company’s results of operations. If an acquisition reaches the required performance measures within the reporting period, the fair value of the contingent consideration liability is increased to 100% , the maximum potential payment and reclassified to Due to seller. On June 30, 2017 , the EYELEVEL acquisition reached the required performance measures at the end of its earnout period and the balance of the fair value of the contingent consideration liability was reclassified to due to seller. During the third quarter of 2017 the company paid $17.7 million to settle the final balance owed to the sellers. As of December 31, 2018 and 2017 , there are and were no outstanding contingent consideration liabilities. During the twelve months ended December 31, 2018 and 2017 and 2016 , the Company recorded expense of $0.0 million , $0.7 million and $10.4 million , respectively, due to changes in the fair value of the contingent consideration liability. Shares Issued as Consideration for Acquisitions Purchase agreements entered by the Company for business combinations often state that the purchase price, including contingent consideration, is to be paid in shares of the Company’s common stock. The value of the shares for each issuance is determined either by the closing price of the Company’s common stock on dates specified in each separate agreement or an average of the closing price of the Company's common stock during and average period prior to the distribution. Generally, the date that determines the share value is the date of the purchase agreement, the last date in a contingent consideration measurement period or the date of issuance to the sellers. The following table presents the number of shares issued as consideration for acquisitions and contingent consideration and the corresponding value of those shares during the years ended December 31, 2018 , 2017 and 2016 (in thousands, except share value amounts): Shares of Common Stock Issued Value of Shares Average Share Value Year ended December 31, 2018: Payments of contingent consideration — — — Year ended December 31, 2017: Payments of contingent consideration 441 $ 4,678 $ 10.61 Year ended December 31, 2016: Payments of contingent consideration 244 $ 2,012 $ 8.25 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | Acquisitions Contingent Consideration In connection with certain of the Company’s acquisitions, contingent consideration is payable in cash or common stock upon the achievement of certain performance measures over future periods. The Company recorded the acquisition date fair value of the contingent consideration liability as additional purchase price. The process for determining the fair value of the contingent consideration liability consists of reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. Subsequent to the acquisition date, the Company estimates the fair value of the contingent consideration liability each reporting period and any adjustments made to the fair value are recorded in the Company’s results of operations. If an acquisition reaches the required performance measures within the reporting period, the fair value of the contingent consideration liability is increased to 100% , the maximum potential payment and reclassified to Due to seller. On June 30, 2017 , the EYELEVEL acquisition reached the required performance measures at the end of its earnout period and the balance of the fair value of the contingent consideration liability was reclassified to due to seller. During the third quarter of 2017 the company paid $17.7 million to settle the final balance owed to the sellers. As of December 31, 2018 and 2017 , there are and were no outstanding contingent consideration liabilities. During the twelve months ended December 31, 2018 and 2017 and 2016 , the Company recorded expense of $0.0 million , $0.7 million and $10.4 million , respectively, due to changes in the fair value of the contingent consideration liability. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following is a summary of the goodwill balance for each reportable segment as of December 31 (in thousands): North America EMEA LATAM Total Balance as of December 31, 2016 $ 170,757 $ 23,264 $ 8,680 $ 202,700 Foreign exchange impact (72 ) (1,449 ) (1,233 ) (2,754 ) Balance as of December 31, 2017 170,685 21,815 7,447 199,946 Goodwill impairment (18,432 ) (20,778 ) (7,109 ) (46,319 ) Foreign exchange impact (95 ) (1,037 ) (338 ) (1,469 ) Balance as of December 31, 2018 $ 152,158 $ — $ — $ 152,158 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 required significant judgment. The Company's fair value estimates for the purposes of determining the goodwill impairment charge are considered Level 3 fair value measurements. The fair value estimates were based on assumptions management believes to be reasonable, but that are inherently uncertain, including estimates of future revenues and operating margins and assumptions about the overall economic climate and the competitive environment for the business. During the quarter ended September 30, 2018 , the Company changed its segments (see Note 19) and re-evaluated its reporting units. This change required an interim impairment assessment of goodwill. The Company determined the enterprise value for its North America reporting unit based on a discounted cash flow model. The Company determined the enterprise value for its EMEA and LATAM reporting units based on the adjusted book value method. 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. In total, the Company recognized a $27.9 million in non-cash, goodwill impairment charges during the third quarter of 2018 , which is included in operating expenses in the condensed consolidated statement of operations. 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. The Company performed its annual impairment test as of October 1, 2018 , its measurement date, and concluded there was no impairment in any of its reporting units. 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. The Company previously recorded gross and accumulated impairment losses of $75.4 million in the EMEA reportable segment resulting from prior period goodwill impairment tests. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets The following is a summary of the Company’s other intangible assets as of December 31 (in thousands): 2018 2017 Weighted Average Life Customer lists $ 73,792 $ 74,615 14.4 Non-competition agreements 950 964 4.1 Trade names 2,510 2,510 13.3 Patents 57 57 9.0 77,309 78,146 Less accumulated amortization and impairment (67,481 ) (50,583 ) Intangible assets, net $ 9,828 $ 27,563 In accordance with ASC 350, Intangibles – Goodwill and Other, the Company amortizes its intangible assets with finite lives over their respective estimated useful lives and reviews for impairment whenever impairment indicators exist. Impairment indicators could include significant under-performance relative to the historical or projected future operating results, significant changes in the manner of use of assets, significant negative industry or economic trends or significant changes in the Company’s market capitalization relative to net book value. Any changes in key assumptions used by the Company, including those set forth above, could result in an impairment charge and such a charge could have a material adverse effect on the Company’s consolidated results of operations. The Company’s intangible assets consist of customer lists, non-competition agreements, trade names and patents. The Company’s customer lists, which have an estimated weighted-average useful life of approximately fourteen years , are being amortized using the economic life method. The Company’s non-competition agreements, trade names, and patents are being amortized on 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 $3.6 million , $5.0 million , and $5.5 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. The Company's customer lists had accumulated amortization and impairment of $64.5 million and $47.8 million as of December 31, 2018 and 2017 , respectively. The Company's trade names had accumulated amortization and impairment of $2.0 million and $1.8 million as of December 31, 2018 and 2017 , respectively. The Company's patents and non-competition agreements were fully amortized as of December 31, 2018 and 2017 . The estimated amortization expense for the next five years and thereafter, is as follows (in thousands): 2019 $ 2,122 2020 2,021 2021 1,783 2022 1,407 2023 961 Thereafter 1,534 $ 9,828 2018 Intangible Assets 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. 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. 2016 Intangible Assets Impairment During the fourth quarter of 2016 , the Company recorded a non-cash, intangible asset impairment charge of $0.1 million related to a trade name acquired in a prior year business combination in the EMEA reportable segment. The charge is included in the depreciation and amortization line item of the income statement. |
Restructuring Activities and Ot
Restructuring Activities and Other Charges | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities and Other Charges | Restructuring Activities and Charges 2018 Restructuring Plan On August 10, 2018 , the Company approved a plan to reduce the Company's cost structure while driving returns for its clients and shareholders. 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 year ended December 31, 2018 , the Company recognized $6.0 million in restructuring charges. The following table summarizes the restructuring activities for the 2018 Restructuring Plan for the year ended December 31, 2018 (in thousands): Employee Severance and Related Benefits Lease and Contract Termination Costs Other Total Balance at December 31, 2017 $ — $ — $ — $ — Charges 3,257 512 2,262 6,031 Cash Payments (2,594 ) (226 ) (1,557 ) (4,377 ) Non-cash settlements/adjustments (305 ) — — (305 ) Balance at December 31, 2018 $ 358 $ 286 $ 705 $ 1,349 During the year ended December 31, 2018 , the Company recorded the following restructuring costs within loss from operations (in thousands): North America EMEA LATAM Other Total For the Year Ended December 31, 2018 Restructuring charges $ 882 $ 2,496 $ 368 $ 2,285 $ 6,031 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 deemed unnecessary. In connection with these actions, the Company incurred total pre-tax cash restructuring charges of $6.7 million , the majority of which were recognized during 2016. These cash charges included approximately $5.6 million for employee severance and related benefits and $1.1 million for lease and contract termination and other associated costs. The charges were all incurred by the end of 2016 with 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 twelve months ended December 31, 2018 (in thousands), all of which relate to EMEA: Employee Severance and Related Benefits Lease and Contract Termination Costs Other Total Balance at December 31, 2017 $ 484 $ — $ — $ 484 Cash payments (47 ) — — (47 ) Non-cash settlements / adjustments 49 — — 49 Balance at December 31, 2018 $ 486 $ — $ — $ 486 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at December 31, 2018 and 2017 , respectively, consisted of the following (in thousands): 2018 2017 Computer equipment $ 12,258 $ 10,985 Software, including internal-use software 82,426 78,410 Office equipment and furniture 7,315 6,111 Buildings 49,169 — Leasehold improvements 4,394 3,576 Total Property and Equipment, Gross 155,562 99,082 Less accumulated depreciation (72,629 ) (62,368 ) Property and Equipment, Net $ 82,933 $ 36,714 Depreciation expense was $9.4 million , $8.4 million , and $12.4 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. In accordance with the Company’s fixed asset policy, the Company reviews the estimated useful lives of all its fixed assets, including software assets, at least once a year or when there are indicators that a useful life has changed. The review during the fourth quarter of 2016 indicated that the estimated useful lives of certain proprietary software were longer than the previously estimated useful lives. As a result, effective October 1, 2016 , the Company changed the estimated useful lives of a portion of its software assets. The estimated useful lives of such assets were increased by an average of approximately 4.5 years. These assets had a net book value of $20.8 million as of October 1, 2016 . The effect of this change in estimate resulted in a reduction of depreciation expense by $1.4 million , increase in net income by $0.8 million and increase in basic and diluted earnings per share by $0.02 for the year ended December 31, 2016 . Long-Lived Asset Impairment The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. 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 intangible and long-lived assets associated with the reporting units assessed were also reviewed for impairment. It was determined that the fair value of capitalized costs related to a legacy ERP system in the EMEA reporting unit was less than the recorded book value of such assets. During the third quarter of 2018 , the Company recorded a $3.0 million non-cash, long-lived asset impairment charge related to a legacy ERP system in the EMEA reportable segment. During the fourth quarter of 2017 , the Company ceased use of one of its internal-use software platforms and recorded $0.4 million of expense within depreciation and amortization. Buildings T he Company was previously deemed the accounting owner of facilities in Blue Ash, Ohio, Portland, Oregon, and Prague, Czech Republic, during construction. Upon completion of construction, the Company evaluated each property for sale‑leaseback accounting treatment under ASC 840, Leases . The Company determined that the Portland, Oregon and Prague, Czech Republic locations did not qualify for sale-leaseback accounting treatment. The buildings were reclassified to buildings within Property and equipment, net. Refer to Note 10 for further details. |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility 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) modifies the definition of the term "Consolidated EBITDA" as used in the covenant calculations, (ii) increases the maximum leverage ratio to which the Company is subject for the trailing twelve month periods ended December 31, 2018 and ending March 31, 2019 , respectively, and (iii) decreases the minimum interest coverage ratio to which the Company is subject for the trailing twelve month periods ended December 31, 2018 and ending March 31, 2019 , respectively. The Company is also currently in the process of refinancing its debt. Please see Note 20 for further on events and circumstances occurring subsequent the balance sheet date. The previous amendment to the Credit Agreement, dated as of September 28, 2018 , extended the maturity date from September 25, 2019 to September 25, 2020 and adjusted the applicable rate spreads charged for interest on outstanding loans and letters of credit. Additional modifications were subsequently superseded by the most recent amendment, dated as of March 15, 2019 . 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. At December 31, 2018 , the Company's leverage ratio exceeded its 3.50 to 1.00 ratio and the Company's interest coverage ratio did not meet its minimum 5.00 to 1.00 ratio. As a result, the Company amended its Credit Facility on March 15, 2019 to amend its financial covenant ratios. The revised covenants only extend to the Q4 2018 and Q1 2019 periods, and therefore, without any additional changes, the Company would likely exceed the maximum leverage ratio covenant and/or not meet the minimum interest coverage ratio beyond the waiver periods, in which case the lenders would have the ability to demand repayment of the outstanding debt at such time. Accordingly, the outstanding balance of $142.7 million is presented as a current liability as of December 31, 2018 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 December 31, 2018 , the Company had $6.0 million of unused availability under the Credit Agreement and $0.7 million of letters of credit which have not been drawn upon. The outstanding revolving credit facility - noncurrent was $0.0 million and $128.4 million as of December 31, 2018 and 2017 , respectively, and the revolving credit facility - current was $142.7 million and $0.0 million as of December 31, 2018 and 2017 , respectively. The Company had unamortized deferred financing fees associated with the Credit Facility of $0.7 million and $0.4 million as of December 31, 2018 and 2017 . 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 December 31, 2018 , the Company had $4.5 million of unused availability under the Facility. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Financing Obligation - Build to Suit Leases During the third quarter of 2018, construction for the Portland, Oregon warehouse and office facilities for the Company's North America operations was completed. During the fourth quarter of 2018, construction for the Prague, Czech Republic warehouse and office facilities for the Company's EMEA operations was completed. T he Company was previously deemed the accounting owner of these facilities during construction, and now that the construction is complete, the Company evaluated each property for sale‑leaseback accounting treatment under ASC 840, Leases . The Company determined that the Portland, Oregon location did not qualify for sale-leaseback accounting treatment. The building was reclassified to buildings within Property and equipment, net. All future rent payments on the Portland lease will be treated as debt service payments on the financing obligation. As of December 31, 2018, $8.8 million was included in Property and equipment, net for the Portland facility. A corresponding liability (under the finance method) of $8.9 million was included in Financing obligation - build-to-suit leases as of December 31, 2018. The Company recorded $0.5 million of expense related to the Portland location during the year ended December 31, 2018, of which $0.1 million was included selling, general and administrative expenses, $0.3 million was interest expense and $0.1 million was depreciation and amortization in the Consolidated Statement of Operations. The Company determined that the Prague, Czech Republic location did not qualify for sale-leaseback accounting treatment. The building was reclassified to buildings within Property and equipment, net. All future rent payments on the Prague lease will be treated as debt service payments on the financing obligation. As of December 31, 2018, $39.6 million was included in Property and equipment, net for the Portland facility. A corresponding liability (under the finance method) of $38.5 million was included in Financing obligation - build-to-suit leases as of December 31, 2018. The Company recorded $0.7 million of expense related to the Prague location during year ended December 31, 2018, of which $0.5 million was included selling, general and administrative expenses, $0.1 million was interest expense and $0.1 million was depreciation and amortization in the Consolidated Statement of Operations. Lease Commitments The Company leases many of its office facilities for various terms under long-term, noncancelable operating lease agreements. The leases expire at various dates from fiscal year 2019 through fiscal year 2028. Future minimum lease payments are presented below (in thousands): Operating Leases 2019 $ 6,383 2020 5,017 2021 4,422 2022 3,245 2023 2,068 Thereafter 1,966 Total minimum lease payments $ 23,101 The Company recognizes rental expense on a straight-line basis over the term of the lease. The total rent expense for the years ended December 31, 2018 , 2017 and 2016 was $10.5 million , $9.9 million and $10.6 million , respectively and is included in selling, general and administrative expenses in the consolidated statement of operations. As described above, the Company determined that the Portland, Oregon and Prague, Czech Republic locations did not qualify for sale-leaseback accounting treatment. All future rent payments are will be treated as debt service payments on the financing obligation under the finance method. Total minimum lease payments for the five succeeding years and thereafter are $2.4 million $3.9 million $4.1 million $4.3 million , and $3.8 million . Secured Borrowing Arrangements Certain international subsidiaries are party to short-term secured borrowing arrangements which allow the Company to borrow against the value of a pool of current accounts receivable. The Company retains possession of the accounts receivable which are pledged as collateral. The pledged amounts are immaterial to the consolidated accounts receivable balance. Legal Contingencies In October 2013, the Company removed the former owner of Productions Graphics from his role as President of Productions Graphics, the Company’s French subsidiary. He had been in that role since the Company’s 2011 acquisition of Productions Graphics, a European business then principally owned by him. In December 2013, the former owner of Productions Graphics initiated a wrongful termination claim in the Commercial Court of Paris seeking approximately €0.7 million (approximately $1.0 million ) in fees and damages, and this claim is currently pending. In anticipation of this claim, in November 2013, he also obtained a judicial asset attachment order in the amount of €0.7 million (approximately $1.0 million ) as payment security; the attachment order was confirmed in January 2014 and the Company filed an appeal of the order. In March 2015, the appellate court ruled in the Company’s favor in the attachment proceedings, releasing all attachments. The Company disputes the allegations of the former owner of Productions Graphics and intends to vigorously defend these matters. In February 2014, based on a review the Company initiated into certain transactions associated with the former owner of Productions Graphics, the Company concluded that he had engaged in fraud by inflating the results of the Productions Graphics business in order to induce the Company to pay him €7.1 million in contingent consideration pursuant to the acquisition agreement. In light of those findings, in February 2014 the Company filed a criminal complaint in France seeking to redress the harm caused by his conduct and this proceeding is currently pending. In addition, in September 2015 the Company initiated a civil claim in the Paris Commercial Court against the former owner of Productions Graphics, seeking civil damages to redress these same harms. All of the pending civil matters have been stayed in deference to the Company's related criminal complaint. In addition to these pending matters, there may be other potential disputes between the Company and the former owner of Productions Graphics relating to the acquisition agreement. The Company had paid €5.8 million (approximately $8.0 million ) in fixed consideration and €7.1 million (approximately $9.4 million ) in contingent consideration to the former owner of Productions Graphics; the remaining maximum contingent consideration under the acquisition agreemen t was €34.5 million (approximately $37.6 million ) and the Company has determined that none of this amount was earned and payable. In January 2014, a former finance employee of Productions Graphics initiated wrongful termination and overtime claims in the Labor Court of Boulogne-Billancourt and he currently seeks damages of approximately €0.6 million (approximately $0.7 million ). The Company disputes these allegations and intends to vigorously defend these matters. In addition, the Company’s criminal complaint in France, described above, seeks to redress harm caused by this former employee in light of his participation in the fraudulent transactions described above. The labor claim has been stayed in deference to the Company’s related criminal complaint. 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., is currently pending before 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. The putative class seeks an unspecified amount of monetary damages as well as reimbursement of fees and costs, including reasonable attorneys’ fees, and other costs. The Company and individual defendants dispute the claims. 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. The Company filed a motion to dismiss the complaint on November 26, 2018, and a decision on the motion is pending. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"), under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. The (benefit) provision for income taxes consisted of the following components for the years ended December 31, 2018 , 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Current income tax expense (benefit): Federal (781 ) 3,076 477 State 180 62 159 Foreign 4,581 4,078 5,972 Total current income tax expense 3,980 7,216 6,608 Deferred income tax expense (benefit): Federal (3,250 ) 1,959 4,165 State (62 ) 1,575 414 Foreign (1,129 ) 538 (353 ) Total deferred income tax expense (4,441 ) 4,072 4,226 (Benefit) provision for income taxes $ (461 ) $ 11,288 $ 10,834 The (benefit) provision for income taxes for the years ended December 31, 2018 , 2017 and 2016 differs from the amount computed by applying the U.S. federal income tax rate of 21% to pretax income (loss) because of the effect of the following items (in thousands): Year Ended December 31, 2018 2017 2016 Tax (benefit) provision at U.S. federal income tax rate $ (16,093 ) $ 9,706 $ 5,175 State income taxes, net of federal income tax effect (307 ) 883 447 Federal, state and international deferred tax rate change 1,135 (5,119 ) — Transition tax (924 ) 5,323 — Effect of non-US operations (2,424 ) (2,228 ) (781 ) Nontaxable contingent liability fair value changes and goodwill impairment 11,254 237 3,578 Research and development credit (40 ) (38 ) (140 ) Change in valuation allowances 3,973 2,103 2,206 Prior year provision to return adjustment 942 (581 ) (137 ) Write-off of deferred taxes and tax receivables 431 70 193 Nondeductible expense and other 468 932 293 Tax reform global intangible low-taxed income 1,124 — — (Benefit) provision for income taxes $ (461 ) $ 11,288 $ 10,834 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the Company's tax assets and liabilities for financial reporting purposes and the amounts used for income tax return reporting purposes. At December 31, 2018 and 2017 , the Company’s deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2018 2017 Deferred tax assets: Inventory reserve $ 992 $ 700 Other reserves and allowances 3,470 370 Income tax basis in excess of financial statement basis in intangible assets 1,085 1,669 Deductible stock-based compensation 3,257 3,687 Net operating loss carryforward 18,836 13,669 Tax credit carryforwards 500 428 28,140 20,523 Valuation allowance (13,946 ) (10,711 ) Total deferred tax assets 14,194 9,812 Deferred tax liabilities: Prepaid & other expenses (284 ) (265 ) Fixed assets (4,826 ) (4,946 ) Intangible assets (16,067 ) (15,953 ) Total deferred tax liabilities (21,177 ) (21,164 ) Net deferred tax liability $ (6,983 ) $ (11,352 ) The realizability of deferred income tax assets is based on a more likely than not threshold. If it is determined that it is more likely than not that deferred income tax assets will not be realized, a valuation allowance must be established against the deferred income tax assets. Realization of deferred tax assets is dependent primarily on the generation of future taxable income. In considering the need for a valuation allowance the Company considers historical taxable income along with other positive and negative evidence in assessing the realizability of its deferred tax assets. The Company’s accounting policy is to consider deferred tax liabilities related to indefinite-lived intangible assets as a source of future taxable income when assessing the realizability of its indefinite-lived deferred tax assets. For the years ended December 31, 2018 and 2017 , the Company recorded additional valuation allowances of $3.2 million and $2.4 million , respectively, related to operating losses for certain foreign locations. As of December 31, 2018 , the Company has gross federal and state net operating loss (“NOLs”) carryforwards of $16.3 million and $1.3 million , respectively. Of the $16.3 million federal NOL carryforwards, $15.7 million was generated in 2018 with an indefinite carryover to offset eighty percent of taxable income in a future period based on new legislation. The Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards related to acquired corporations based on a statutory rate of return (usually the “applicable federal funds rate” as defined in the Internal Revenue Code) and the value of the corporation at the time of a “change in ownership” as defined by Section 382. The Company’s total federal NOL as of December 31, 2018 includes $0.6 million of NOLs from acquired corporations. These acquired NOLs have an annual limitation under Section 382 of the Internal Revenue Code of $0.2 million and begin to expire in 2023. Of the $1.3 million state NOL carryforwards, $1.0 million was generated in 2018. These state NOL carryforwards begin to expire in 2022. As of December 31, 2018 , the Company had tax effected NOLs in Argentina, Chile, China, Czech Republic, France, Germany, Italy, Japan, and Mexico of $0.3 million , $1.0 million , $0.5 million , $1.0 million , $7.9 million , $0.9 million , $0.4 million , $0.4 million , and $0.3 million , respectively, which have an indefinite carryover period. A reserve for an uncertain tax position was recorded during prior years as a result of certain intercompany charges and expenses and as a result of a sale of intellectual property between the Company's subsidiaries. The following table summarizes the Company's uncertain tax positions (in thousands): Uncertain tax positions Balance at December 31, 2017 $ 499 Additions (subtractions) based on tax positions related to the current year — Additions (subtractions) based on tax positions related to the prior year — Interest and penalties 23 Balance at December 31, 2018 $ 522 As of December 31, 2017 and 2016, the Company had recorded uncertain tax positions of $0.5 million and $0.5 million , respectively, of which a nominal amount related to interest and penalties. The Company anticipates $0.2 million of its uncertain tax positions to reverse within the next twelve months. The gross unrecognized tax benefits, if recognized, would impact the effective tax rate by less than 1% as of December 31, 2018 . The Company's intention is to indefinitely reinvest all undistributed earnings of its foreign subsidiaries in accordance with ASC 740. Deferred income taxes were not calculated on undistributed earnings (deficit) of foreign subsidiaries. The Company's (loss) income before taxes for its foreign operations was $(31.6) million , $14.4 million and $13.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Act”). Certain impacts of the new legislation would have generally required accounting to be completed and incorporate into the Company's 2017 year-end financial statements, however in response to the complexities of this new legislation, the SEC issued guidance to provide companies with relief. The SEC provided up to a one-year window for companies to finalize the accounting for the impacts of this new legislation. The Company finalized its accounting for the new provisions during the fourth quarter of 2018. The 2018 impact from finalizing the accounting for the new provisions was a net tax benefit of $0.9 million . The Company operates under a grant of income tax exemption in Puerto Rico, that became effective for certain operations occurring during the period ending December 31, 2018 and should remain in effect for 20 years as long as specific requirements are satisfied. The impact of this income tax exemption grant decreased foreign taxes by $2.0 million for 2018. The benefit of the tax exemption on diluted earnings per share was $0.04 per share. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
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: • 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. 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 9, is considered to approximate its fair value as of December 31, 2018 as the interest rates are considered in line with current market rates. This valuation method utilizes Level 1 inputs. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (Loss) Earnings Per Share Basic (loss) earnings per common share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Diluted (loss) earnings per share is calculated by dividing net (loss) income by the weighted average shares outstanding ass uming dilution. Dilutive common shares outstanding is computed using the Treasury Stock Method and reflects the additional shares that would be outstanding if dilutive stock options were exercised and restricted stock and restricted stock units were settled for common shares during the period. In addition, dilutive shares would include any shares issuable related to PSUs for which the performance conditions have been met as of the end of the period. For the years ended December 31, 2017 and 2016 , respectively, 1.1 million and 3.8 million options and restricted common shares were excluded from the calculation as these options and restricted common shares were anti-dilutive. There was no anti-dilutive impact for the year ended December 31, 2018 . The computation of basic and diluted (loss) earnings per common share for the years ended December 31, 2018 , 2017 and 2016 , is as follows (in thousands, except per share amounts): Year Ended December 31, 2018 2017 2016 Numerator: Net (loss) income $ (76,171 ) $ 16,430 $ 3,949 Denominator: Denominator for basic (loss) earnings per share—weighted-average shares outstanding 52,230 53,851 53,607 Effect of dilutive securities: Employee stock options and restricted common shares — 1,093 728 Contingently issuable shares — — 125 Denominator for diluted (loss) earnings per share 52,230 54,944 54,460 Basic (loss) earnings per share $ (1.46 ) $ 0.31 $ 0.07 Diluted (loss) earnings per share $ (1.46 ) $ 0.30 $ 0.07 |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2018 | |
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 the Company's common stock through open market and privately negotiated transactions over a two -year period. On November 2, 2016, the Board of Directors approved a two-year extension to the share repurchase program through February 28, 2019. On May 4, 2017, the Board of Directors authorized the repurchase of up to an additional $30.0 million of the Company's common stock through open market and privately negotiated transactions over a tw o-year period ending May 31, 2019. The timing and amount of any share repurchases will be determined based on market conditions, share price, and other factors and the program may be discontinued or suspended at any time. Repurchases will be made in compliance with SEC rules and other legal requirements. During the year ended December 31, 2018 , the Company repurchased 2,667,732 shares of its common stock for an aggregate amount of $25.6 million at an average cost of $9.60 per share. During the year ended December 31, 2017 , the Company repurchased 1,121,928 shares of its common stock for an aggregate amount of $11.0 million at an average cost of $9.78 per share. Shares repurchased under this program are recorded at acquisition cost, including related expenses. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans In 2006, the Company adopted the 2006 Stock Incentive Plan (the "Plan"). Upon adoption, all previously existing plans were merged into the Plan and ceased to separately exist. The Plan was amended and restated effective June 2016 resulting in an increase in the maximum number of shares of common stock that may be issued under the Plan by 2,900,000 , from 7,850,000 to 10,750,000 . The Plan was further amended and restated effective September 6, 2018 resulting in an increase in the maximum number of shares of common stock that may be issued under the Plan by 1,035,000 , from 10,750,000 to 11,785,000 . The Company’s policy is to issue shares resulting from the exercise of stock options, issuance of performance stock units and conversion of restricted stock units as new shares. The Company recorded share-based stock compensation expense of $5.3 million , $6.8 million , and $5.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The Company adopted ASU 2016-09 in 2017 and for the year ended December 31, 2017 began recognizing forfeitures as they occurred. The 2016 stock-based compensation expense is recorded net of an estimated forfeiture rate and adjusted to reflect actual forfeiture activity. The estimated forfeiture rates applied as of December 31, 2016 ranged from 7.0% to 8.0% for various types of employees. The Company recorded $0.9 million of additional stock-based compensation expense for the year ended December 31, 2016 , for awards vested which exceeded the expense recorded using the estimated forfeiture rate. Stock Options Eligible employees receive non-qualified stock options as a portion of their total compensation. The options vest over various time periods depending upon the grant, but generally vest ratably over a four year service period. Vested options may be exercised and converted to one share of the Company’s common stock in exchange for the exercise price which is generally equal to the closing share price on the grant date. Compensation expense is measured by determining the fair value of each award using the Black-Scholes option valuation model. The fair value is then recognized over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis for the entire award. The stock-based compensation expense related to stock options for the years ended December 31, 2018 , 2017 and 2016 was $2.5 million , $2.9 million , and $2.3 million , respectively. A summary of stock option activity for the years ended December 31, 2018 , 2017 and 2016 is as follows (in thousands, except per share amounts): Outstanding Options Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2015 4,060 $ 8.37 $ 2,760 Granted 1,348 8.15 — Exercised (420 ) 6.27 4,455 Forfeited (227 ) 10.20 — Outstanding at December 31, 2016 4,761 8.40 8,655 Granted 568 10.73 — Exercised (428 ) 7.85 1,300 Forfeited (467 ) 10.39 539 Outstanding at December 31, 2017 4,434 8.57 9,340 Granted 912 8.20 — Exercised (662 ) 5.33 967 Forfeited (573 ) 11.21 — Outstanding at December 31, 2018 4,111 $ 8.53 $ 37 Options vested and exercisable at December 31, 2018 2,030 $ 8.68 $ 37 The Company’s stock options have a maximum term of 10 years from the date of grant. The weighted average remaining contractual life for options outstanding and options vested and exercisable at December 31, 2018 is 6.48 and 4.61 years, respectively. The weighted-average fair values and ranges of exercise prices for stock options granted during the years ended December 31, 2018 , 2017 and 2016 , which vest ratably over four or five years, are as follows (in thousands, except per share amounts): Options Granted Weighted-Average Fair Value Exercise Prices 2016 1,348 $ 3.38 $6.99 - $9.20 2017 568 $ 4.42 $9.32 - $11.47 2018 912 $ 3.37 $7.56 - $9.49 The number of vested options totaled 2.0 million , 2.5 million and 2.5 million as of December 31, 2018 , 2017 and 2016 , respectively. The aggregate intrinsic value of options outstanding and exercisable represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of each fiscal year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options in 2018 , 2017 and 2016 , respectively. These amounts change based on the fair market value of the Company’s stock which was $3.74 , $10.03 and $9.98 on the last business day of the years ended December 31, 2018 , 2017 and 2016 , respectively. The following assumptions were utilized in the Black-Scholes valuation model for options granted in 2018 , 2017 and 2016 : 2018 2017 2016 Dividend yield — — — Risk-free interest rate 2.76%-3.15% 1.98%-2.34% 1.53%-2.03% Expected life 6.4 years 6.5 years 6.5 years Volatility 35.0%-36.2% 36.0%-38.0% 38.0%-50.0% No dividend yield is used as the Company does not currently, nor historically, pay dividends. The risk-free interest rate is based on actual U.S. Treasury zero-coupon rates for bonds commensurate with the expected term. Expected term is estimated based on historical experience related to similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The Company believes that its historical experience provides the best estimate of future expected life. The expected volatility assumption is based on the historical volatility of the Company’s common stock over a period commensurate with the expected term. There was $4.9 million , $5.0 million and $7.4 million of unrecognized compensation costs related to the stock options granted under the Plan as of December 31, 2018 , 2017 and 2016 , respectively. This cost is expected to be recognized over a weighted average period of 2.8 , 2.4 and 3.6 years, respectively. The following table summarizes information about all stock options outstanding for the Company as of December 31, 2018 (share amounts in thousands): Options Outstanding Options Vested Exercise Price Number Outstanding Weighted-Average Life Remaining (Years) Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $0.00 - $4.36 27 0.15 $ 2.36 27 $ 2.36 $4.37 - $7.95 2,145 6.83 $ 7.19 924 $ 6.82 $7.96 - $11.97 1,621 6.68 $ 9.47 762 $ 9.25 $11.98 - $15.05 318 3.63 $ 13.28 318 $ 13.28 4,111 6.48 $ 8.53 2,030 $ 8.68 Restricted Common Shares Eligible employees receive restricted common shares as a portion of their total compensation. The restricted common shares vest over various time periods depending upon the grant, but generally vest from one to five years . The Company measures the compensation cost based on the closing market price of the Company’s common stock at the grant date. The stock-based compensation expense related to restricted common shares for the years ended December 31, 2018 , 2017 and 2016 was $2.3 million , $3.5 million and $3.3 million , respectively. A summary of restricted share activity is as follows (in thousands, except per share amounts): Outstanding Restricted Common Shares Weighted- Average Grant- Date Fair Value Nonvested Restricted Common shares at December 31, 2015 957 $ 7.66 Granted 559 $ 8.24 Vested and transferred to unrestricted common stock (429 ) $ 7.71 Forfeited (78 ) $ 8.04 Nonvested Restricted Common shares at December 31, 2016 1,009 $ 7.92 Granted 332 $ 11.00 Vested and transferred to unrestricted common stock (403 ) $ 8.28 Forfeited (166 ) $ 8.51 Nonvested Restricted Common shares at December 31, 2017 772 $ 8.98 Granted 84 $ 9.37 Vested and transferred to unrestricted common stock (341 ) $ 8.83 Forfeited (68 ) $ 9.29 Nonvested Restricted Common shares at December 31, 2018 447 $ 9.13 There were $3.0 million , $5.1 million and $7.6 million of total unrecognized compensation costs related to the restricted common shares as of December 31, 2018 , 2017 and 2016 , respectively. This cost is expected to be recognized over a weighted average period of 2.2 , 2.5 and 2.6 years, as of December 31, 2018 , 2017 and 2016 , respectively. Restricted Share Units Eligible employees receive restricted share units as a portion of their total compensation. The restricted share units vest over various time periods depending upon the grant, but generally vest from one to four years and convert to common stock at the conclusion of the vesting period. The Company measures the compensation cost based on the closing market price of the Company’s common stock at the grant date. The stock-based compensation expense related to restricted share units for the year ended December 31, 2018 was $0.7 million . A summary of restricted share unit activity is as follows (in thousands, excepts per share amounts): Outstanding Restricted Share Units Weighted- Average Grant- Date Fair Value Nonvested Restricted Share Units at December 31, 2017 — $ — Granted 577 $ 7.74 Vested and transferred to unrestricted share units (16 ) $ 7.75 Forfeited (9 ) $ 7.75 Nonvested Restricted Share Units at December 31, 2018 552 $ 7.74 There was $3.5 million of total unrecognized compensation costs related to restricted share units as of December 31, 2018 . This cost is expected to be recognized over a weighted average period of 3 years as of December 31, 2018 . Performance-Based Restricted Stock Units: During fiscal 2017, the Company granted a performance share unit ("PSUs") award to the Company's executive officers and certain other employees. The performance-based restricted stock unit awards are subject to vesting based on a performance-based condition and a service-based condition. At the end of the three-year service period, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between April 1, 2017 and December 31, 2019 as approved by the Compensation Committee, these performance-based restricted stock units will vest in a percentage of the target number of shares between 0% and 200% , depending on the extent the performance condition is achieved. Each of the units granted represent the right to receive one share of the Company’s common stock at a specified future date. On October 12, 2018, the Compensation Committee approved, pursuant to the 2006 Stock Incentive Plan, awards of PSUs for certain executive officers and employees. The PSUs are performance-based awards that will settle in shares of the Company's common stock in an amount between 0% and 200% of the target award level, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between July 1, 2018 and December 31, 2020 . As of December 31, 2018 , the number of common shares issuable upon vesting of these PSUs could range from zero to 586,574 shares. Compensation expense for PSUs is measured by determining the fair value of the award using the closing share price on the grant date and is recognized ratably from the grant date to the vesting date for the number of awards expected to vest. The amount of compensation expense recognized for PSUs is dependent upon a quarterly assessment of the likelihood of achieving the performance conditions and is subject to adjustment based on management's assessment of the Company's performance relative to the target number of shares performance criteria. A summary of performance share unit activity is as follows (share amounts in thousands): Outstanding Weighted- Average Grant- Date Fair Value Nonvested Performance Share Units at December 31, 2016 — $ — Granted 152 $ 11.10 Forfeited (24 ) $ 11.10 Nonvested Performance Share Units at December 31, 2017 128 $ 11.10 Granted 187 $ 7.36 Forfeited (22 ) $ 11.10 Nonvested Performance Share Units at December 31, 2018 293 $ 8.72 Compensation expense for PSUs is subject to adjustment based on management's assessment of the Company's performance relative to the target number of shares performance criteria. The stock-based compensation expense (benefit) related to PSUs for the year ended December 31, 2018 and 2017 was $(0.4) million and $0.4 million , respectively. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans The Company adopted a 401(k) savings plan effective February 1, 2005, covering all of the Company’s employees upon completion of 30 days of service. Employees may contribute a percentage of eligible compensation on both a before-tax basis and after-tax basis. The Company has the right to make discretionary contributions to the plan. For the years ended December 31, 2018 , 2017 and 2016 , total costs incurred from the Company’s contributions to the 401(k) plan were $0.0 million , $1.0 million , and $1.0 million , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Agreements and Services with Related Parties The Company provides print procurement services to Arthur J. Gallagher & Company. J. Patrick Gallagher, Jr., a member of the Company’s Board of Directors, is the Chairman, President and Chief Executive Officer of Arthur J. Gallagher & Company and has a direct ownership interest in Arthur J. Gallagher & Company. The total amount billed for such procurement services during the years ended December 31, 2018 , 2017 and 2016 was $1.6 million , $1.9 million and $1.9 million , respectively. Additionally, Arthur J. Gallagher & Company provides insurance brokerage and risk management services to the Company. As consideration for these services, Arthur J. Gallagher & Company billed the Company $0.1 million , $0.1 million and $0.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The amounts receivable from Arthur J. Gallagher & Company were $0.3 million and $0.2 million as of December 31, 2018 and 2017 , respectively. In the fourth quarter of 2017 the Company began providing marketing execution services to Enova International, Inc. David Fisher, a member of the Company’s Board of Directors, is the Chairman and Chief Executive Officer of Enova International, Inc. and has a direct ownership interest in Enova International, Inc. The total amount billed for such procurement services during the years ended December 31, 2018 and 2017 was $10.1 million and $0.1 million , respectively. The amounts receivable from Enova, Inc. were $2.0 million and $0.1 million as of December 31, 2018 and 2017 . |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flow information is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Cash paid for: Interest $ 7,149 $ 4,072 $ 4,338 Income taxes 5,810 9,838 5,845 $ 12,959 $ 13,910 $ 10,183 Noncash investing and financing activities: Buildings - Build to Suit Leases $ 48,428 $ — $ — Repurchases of common stock — 91 — Shares issued as payment of contingent consideration — 4,678 2,012 $ 48,428 $ 4,769 $ 2,012 |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments Segment information is prepared on the same basis that the Company's Chief Executive Officer, who is its 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 by disaggregating the Company's previously disclosed single International reportable segment into two separate reportable segments. The Company is now organized and managed by the CODM as three operating segments, which also represent the Company's reportable 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. Prior period amounts have been restated to reflect this change. 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 2 and the product offerings within each reportable segment are consistent as outlined in Note 1. Adjusted EBITDA represents income from operations excluding depreciation and amortization, stock-based compensation expense, income/expense related to changes in the fair value of contingent consideration liabilities and other items as described below. Management does not evaluate the performance of its operating segments using asset measures. The identifiable assets by segment disclosed in this note are those assets specifically identifiable within each segment and include cash, accounts receivable, inventory, goodwill and intangible assets. Shared service assets are primarily comprised of short-term investments, capitalized internal-use software and net property and equipment for the corporate headquarters. The table below presents financial information for the Company's reportable operating segments and Other for the fiscal years noted (in thousands): North America EMEA LATAM Other (2) Total Fiscal 2018: Revenue from third parties $ 777,426 $ 260,950 $ 83,175 $ — $ 1,121,551 Revenue from other segments 3,200 9,500 217 (12,917 ) — Total revenue 780,626 270,450 83,392 (12,917 ) 1,121,551 Adjusted EBITDA (1) 61,780 6,410 3,082 (43,372 ) 27,900 Fiscal 2017: Revenue from third parties 780,511 265,669 92,181 — 1,138,361 Revenue from other segments 5,469 13,444 1,693 (20,606 ) — Total revenue 785,980 279,113 93,874 (20,606 ) 1,138,361 Adjusted EBITDA (1) 74,230 15,242 4,278 (35,867 ) 57,883 Fiscal 2016: Revenue from third parties 736,140 267,168 91,094 — 1,094,402 Revenue from other segments 6,029 13,070 4,456 (23,555 ) — Total revenue 742,169 280,238 95,550 (23,555 ) 1,094,402 Adjusted EBITDA (1) 68,434 14,752 6,818 (31,392 ) 58,612 (1) Adjusted EBITDA, which represents income from operations with the addition of depreciation and amortization, stock-based compensation expense, income/expense related to changes in the fair value of contingent consideration liabilities, goodwill and intangible asset impairment charges, restructuring charges, senior leadership transition and other employee-related costs, business development realignment, professional fees related to ASC 606 implementation, executive search costs, restatement-related professional fees, other professional fees, obsolete retail inventory charges, and Czech currency impact on procurement margin is considered a non-GAAP financial measure under SEC regulations. Income from operations is the most directly comparable financial measure calculated in accordance with GAAP. The Company presents this measure as supplemental information to help investors better understand trends in its business results over time. The Company's management team uses Adjusted EBITDA to evaluate the performance of the business. Adjusted EBITDA is not equivalent to any measure of performance required to be reported under GAAP, nor should this data be considered an indicator of the Company's overall financial performance and liquidity. Moreover, the Adjusted EBITDA definition the Company uses may not be comparable to similarly titled measures reported by other companies. (2) Other consists of intersegment eliminations, shared service activities and unallocated corporate expenses. The table below reconciles Adjusted EBITDA and Income (loss) before income taxes in the Company's consolidated statement of operations (in thousands): Year Ended December 31, 2018 2017 2016 Adjusted EBITDA $ 27,900 $ 57,883 $ 58,612 Depreciation and amortization (12,988 ) (13,390 ) (17,916 ) Stock-based compensation expense (5,302 ) (6,820 ) (5,572 ) Change in fair value of contingent consideration — (677 ) (10,417 ) Goodwill impairment (46,319 ) — — Intangible and other asset impairments (18,121 ) — (70 ) Restructuring charges (6,031 ) — (5,615 ) Senior leadership transition and other employee-related costs (1,410 ) — — Business development realignment — (715 ) — Professional fees related to ASC 606 implementation (1,092 ) (829 ) — Executive search costs (235 ) (454 ) — Restatement-related professional fees (2,430 ) — — Other professional fees (507 ) — — Obsolete retail inventory (950 ) — — Czech currency impact on procurement margin — (860 ) — Total other expense (9,147 ) (6,420 ) (4,239 ) (Loss) income before income taxes $ (76,632 ) $ 27,718 $ 14,783 The table below presents total assets for the Company's reportable segments and Other as of December 31, 2018 and December 31, 2017 . December 31, 2018 2017 North America $ 399,288 $ 401,415 EMEA 160,322 171,086 LATAM 43,028 57,235 Other 20,038 19,902 Total Assets $ 622,676 $ 649,638 The Company had long-lived assets, consisting of net property and equipment, in the United States of $31.1 million and $21.8 million at December 31, 2018 and 2017 , respectively. Long-lived assets in foreign countries were $51.8 million and $14.9 million at December 31, 2018 and 2017 , respectively. The Company does not record revenue for financial reporting purposes by product and service category and therefore, it is impracticable for the Company to report revenue in such manner. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Quarterly Financial Data (Unaudited) The tables below are a condensed summary of the Company’s unaudited quarterly statements of income and quarterly earnings per share data for the years ended December 31, 2018 and 2017 (in thousands). Year Ended December 31, 2018 First Second Third Fourth Revenue $ 274,539 $ 281,967 $ 270,850 $ 294,195 Gross profit 66,067 64,871 64,042 60,118 Income (loss) from operations 1,241 2,355 (43,212 ) (27,869 ) Net loss (1,684 ) (299 ) (44,937 ) (29,251 ) Net loss per share: Basic $ (0.03 ) $ (0.01 ) $ (0.87 ) $ (0.56 ) Diluted $ (0.03 ) $ (0.01 ) $ (0.87 ) $ (0.56 ) Year Ended December 31, 2017 First Second Third Fourth Revenue $ 264,405 $ 280,066 $ 288,523 $ 305,367 Gross profit 64,704 70,046 71,921 68,787 Income from operations 9,225 9,926 11,585 3,402 Net income (loss) 5,678 4,374 7,116 (738 ) Net income (loss) per share: Basic $ 0.11 $ 0.08 $ 0.13 $ (0.01 ) Diluted $ 0.10 $ 0.08 $ 0.13 $ (0.01 ) |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Valuation and Qualifying Accounts (in thousands) Description Balance at Beginning of Period Charged to Expense (Uncollectible Accounts Written Off, Net of Recoveries) Balance at End of Period Fiscal year ended December 31, 2018 Allowance for doubtful accounts $ 3,534 $ 3,601 $ (2,255 ) $ 4,880 Fiscal year ended December 31, 2017 Allowance for doubtful accounts $ 2,622 $ 454 $ 457 $ 3,534 Fiscal year ended December 31, 2016 Allowance for doubtful accounts $ 1,231 $ 2,171 $ (780 ) $ 2,622 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In February 2019, upon approval of the Board of Directors, the Company entered into non-binding term sheets with financial institutions to refinance its outstanding debt. The Company intends to modify its debt structure to include a term loan instrument as well as an asset-backed facility with both containing first or second liens on a significant portion of the Company's assets. The Company is currently in the process of finalizing terms to these arrangements and expects them to be completed in the second quarter of 2019. Refer to Note 9 for more on the Company's debt. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements include the accounts of InnerWorkings, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Preparation of Financial Statements and Use of Estimates | Preparation of Financial Statements and Use of Estimates The preparation of the consolidated financial statements is in conformity with accounting principles generally accepted in the United States ("GAAP"). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to product returns, allowance for doubtful accounts, inventories and inventory valuation, valuation and impairments of goodwill and long-lived assets, income taxes, accrued bonus, contingencies, stock-based compensation and litigation costs. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results can differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The Company determines the functional currency for its parent company and each of its subsidiaries by reviewing the currencies in which their respective operating activities occur. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Transaction gains and losses arising from activities in other than the applicable functional currency are calculated using average exchange rates for the applicable period and reported in net income as a non-operating item in each period. Non-monetary balance sheet items denominated in a currency other than the applicable functional currency are translated using the historical rate. The net realized (losses) gains on foreign currency transactions were $(1.1) million , $(1.4) million and $0.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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 December 31, 2018, the Company had a balance of net monetary assets denominated in ARS of approximately $50.7 million ARS, and the exchange rate was approximately $37.7 ARS per U.S. dollar. As of December 31, 2018, the Company recorded $0.1 million of favorable currency impacts recorded within Other income (expense). For the year ended December 31, 2018, the Company had revenue and gross margin of $4.1 million and $0.4 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. A portion of 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 the Company's overall revenue to date. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms. Payment terms with customers are generally 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer, less an estimate for potential bad debts. Interest is not generally accrued on outstanding balances. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. The Company estimates the collectability of its accounts receivable based on a combination of factors including, but not limited to, customer credit ratings and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings or substantial downgrading of credit ratings), the Company provides allowances for bad debts against amounts due to reduce the net recognized receivable to the amount it reasonably believes will be collected. Aged receivables are reviewed on a regular basis and uncollectible accounts are written off when all reasonable collection efforts have been exhausted. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Net realizable value is based upon an estimated average selling price reduced by estimated costs of disposal. Inventories primarily consist of purchased finished goods. Finished goods inventory includes consigned inventory held on behalf of customers as well as inventory held at third-party fulfillment centers and subcontractors. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: Computer equipment 3 years Software, including internal-use software 1 to 5 years Office equipment 5 years Furniture and fixtures 7 years Leasehold improvements are depreciated using the straight-line method over the shorter of their estimated useful lives or the terms of the related leases. The Company reviews long-lived assets, including amortizable intangible assets, for realizability on an ongoing basis. Changes in depreciation, generally accelerated depreciation, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the asset group may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. In the third quarter of 2018 , the Company recognized a $3.0 million non-cash, long-lived asset impairment charge related to a legacy ERP system in the EMEA segment. During the fourth quarter of 2017 , the Company ceased use of one of its internal-use software platforms and recorded $0.4 million of expense within depreciation and amortization. |
Internal-Use Software | Internal-Use Software In accordance with ASC 350-40, Intangibles—Goodwill and Other, Internal-Use Software, certain costs incurred in the planning and evaluation stage of internal-use computer software are expensed as incurred. Certain costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal-use software costs are depreciated over the expected economic useful life of three to six years using the straight-line method. Capitalized internal-use software asset depreciation expense for the years ended December 31, 2018 , 2017 and 2016 was $6.1 million , $5.4 million and $9.2 million , respectively and is included in total depreciation expense. At December 31, 2018 and 2017 , the net book value of internal-use software was $25.4 million and $29.7 million , respectively. Effective October 1, 2016, the Company changed the estimated useful lives of some of its software assets. The estimated useful lives of such assets were increased by an average of approximately 4.5 years. See Note 8. |
Goodwill | Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC 350, Intangibles—Goodwill and Other ("ASC 350") , goodwill is not amortized, but instead is tested for impairment annually or more frequently if circumstances indicate a possible impairment may exist. Absent any interim indicators of impairment, the Company tests for goodwill impairment as of the first day of its fourth fiscal quarter of each year. Under ASC 350, an entity is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If the quantitative test is required, the fair value for each reporting unit is compared to its book value including goodwill. In the case that the fair value is less than the book value of the goodwill, the difference is recognized as an impairment. During the third quarter of 2018 , the Company performed an interim impairment assessment and concluded that the EMEA and LATAM reporting units were impaired. As a result, impairment charges of $20.8 million and $7.1 million were recorded in the EMEA and LATAM reporting units, respectively. See Note 5 for further discussion of the impairment. The Company performed its annual impairment test as of October 1, 2018 , its measurement date, and concluded there was no impairment in any of its reporting units. As of December 31, 2018 , the Company performed an interim impairment assessment and concluded that the North America reporting unit was impaired. As a result, an impairment charge of $18.4 million was recorded. |
Other Intangible Assets | Other Intangible Assets In accordance with ASC 350 , Intangibles—Goodwill and Other, the Company amortizes its intangible assets with finite lives over their respective estimated useful lives and reviews for impairment whenever impairment indicators exist. Impairment indicators could include significant under-performance relative to the historical or projected future operating results, significant changes in the manner of use of assets, significant negative industry or economic trends or significant changes in the Company’s market capitalization relative to net book value. Any changes in key assumptions used by the Company, including those set forth above, could result in an impairment charge and such a charge could have a material adverse effect on the Company’s consolidated results of operations. The Company’s intangible assets consist of customer lists, non-competition agreements, trade names and patents. The Company’s customer lists, which have an estimated weighted-average useful life of approximately 14 years, are being amortized using the economic life method. The Company’s non-competition agreements, trade names and patents are being amortized on the straight-line basis over their estimated weighted-average useful lives of approximately 4 years, 13 years and 9 years, respectively. In the third quarter of 2018 , the Company recognized a $13.8 million non-cash, intangible asset impairment charge related to certain customer lists. Of the total charge, $0.6 million related to the LATAM segment and $13.2 million related to the EMEA segment. In the fourth quarter of 2016 , the Company recorded a non-cash, intangible asset impairment charge of $0.1 million related to a trade name acquired in a prior year business combination in the EMEA segment. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are classified in cost of goods sold in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. The Company recognizes the tax benefit from an uncertain tax position only if it is “more likely than not” the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There was nominal interest and penalties related to unrecognized tax benefits for the years ended December 31, 2018 , 2017 and 2016 . Based on the Company’s evaluation, it was concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Examinations by tax authorities have been completed through 2014 in the Czech Republic, United Kingdom, and United States, and through 2015 in France. On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Act”). The Act makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among others, that will generally be effective for taxable years beginning after December 31, 2017. The Act requires a U.S. shareholder of a foreign corporation to include global intangible low-taxed (“GILTI”) in taxable income. The accounting policy of the Company is to record any tax on GILTI in the provision for income taxes in the year it is incurred. |
Advertising | Advertising Costs of advertising, which are expensed as incurred by the Company, were $1.4 million , $1.2 million and $1.4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively, and are included in selling, general and administrative expenses in the consolidated statement of operations. |
Comprehensive Income | Comprehensive Income (Loss) The components of accumulated comprehensive loss included in the Consolidated Balance Sheets at December 31, 2018 and 2017 are as follows (in thousands): Foreign Currency Translation Adjustments Balance at December 31, 2016 $ (20,949 ) Other comprehensive income before reclassifications 1,720 Net current-period other comprehensive income 1,720 Balance at December 31, 2017 (19,229 ) Other comprehensive loss before reclassifications (5,080 ) Net current-period other comprehensive loss (5,080 ) Balance at December 31, 2018 $ (24,309 ) |
Share-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation awards in accordance with ASC 718, Compensation-Stock Compensation . Compensation expense is measured by determining the fair value of each award using the Black-Scholes option valuation model for stock options or the closing share price on the grant date for restricted shares and restricted share units. The fair value is then recognized over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis for the entire award. This option valuation model requires assumptions, which impact the assumed fair value, including the expected life of the stock option, the risk-free interest rate, expected volatility of the stock over the expected life and the expected dividend yield. The Company uses historical data to determine these assumptions and if these assumptions change significantly for future grants, share-based compensation expense will fluctuate in future years. Expected term is estimated based on historical experience related to similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The Company believes that historical experience provides the best estimate of future expected life. The risk-free interest rate is based on actual U.S. Treasury zero-coupon rates for bonds commensurate with the expected term. The expected volatility assumption is based on the historical volatility of the Company's common stock over a period commensurate with the expected term. Forfeitures are recorded as they occur. On June 1, 2017, the Compensation Committee approved, pursuant to the 2006 Stock Incentive Plan, awards of performance share units (“PSUs”) for certain executive officers and employees. The PSUs are performance-based awards that will settle in shares of the Company's common stock, in an amount between 0% and 200% of the target award level, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between April 1, 2017 and December 31, 2019. On October 12, 2018, the Compensation Committee approved, pursuant to the 2006 Stock Incentive Plan, awards of PSUs for certain executive officers and employees. These PSUs are performance-based awards that will settle in shares of the Company's common stock in an amount between 0% and 200% of the target award level, based on the cumulative adjusted earnings per share and the return on invested capital achieved by the Company between July 1, 2018 and December 31, 2020. Compensation expense for PSUs is measured by determining the fair value of the award using the closing share price on the grant date and is recognized ratably from the grant date to the vesting date for the number of awards expected to vest. The amount of compensation expense recognized for PSUs is dependent upon a quarterly assessment of the likelihood of achieving the performance conditions and is subject to adjustment based on management's assessment of the Company's performance relative to the target number of shares performance criteria. Stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statement of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Standards In the first quarter of 2018, the Company adopted FASB Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) and all the related amendments (the “new revenue standard”), which outlines a single comprehensive model for entities to use in accounting for revenue using a five-step process that supersedes virtually all existing revenue guidance. The Company adopted the new revenue standard using the modified retrospective transition method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the effects of the adoption of the new revenue standard on the Company's statement of cash flows are discussed in Note 3. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. In the first quarter of 2018, the Company adopted ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments , which amends ASC 230, Statement of Cash Flows . This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The new guidance was applied retrospectively and the impact of this adoption resulted in a $4.4 million and an $0.8 million increase in cash flows from financing activities and a corresponding decrease in cash flows from operating activities in the condensed consolidated statements of cash flows for the twelve months ended December 31, 2017 and December 31, 2016, respectively, due to contingent liability payments made in excess of the original liability recognized at the time of acquisition during that period. In the first quarter of 2018, the Company adopted ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory , which amends the timing of recognition of tax consequences of intercompany asset transfers other than inventory when the transfer occurs and removes the exception to postpone recognition until the asset has been sold to an outside party. The new guidance was applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings. The impact of this adoption did not have a material effect on the consolidated financial statements. In the first quarter of 2018, the Company early adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. The new guidance was applied prospectively, and the impact of this adoption did not have a material effect on the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU No. 2017-09, Scope of Modification Accounting , which amends ASC 718, Compensation - Stock Compensation . This ASU amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance allows companies to make certain changes to awards without accounting for them as modifications. It did not change the accounting for modifications. The new guidance was applied prospectively to awards modified on or after the adoption date. The impact of this adoption did not have a material effect on the consolidated financial statements. In third quarter of 2018, the Company early adopted ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred In A Cloud Computing Arrangement That Is A Service Contract , which amends the guidance in ASC 350, Intangibles - Goodwill and Other , to align a customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract with the guidance on capitalizing costs related to internal-use software. Capitalized costs for internal-use software are included in property and equipment, net in the condensed consolidated financial statements. The new guidance was applied prospectively, and the impact of this adoption did not have a material effect on the consolidated financial statements. In the fourth quarter of 2018, the Company early-adopted ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, and early adoption is permitted. The impact of this adoption did not have a material effect on the consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosure of key information about leasing arrangements. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability for most leases in the balance sheet as well as other qualitative and quantitative disclosures. ASU 2016-02 requires using a modified retrospective transition method and provides certain practical expedients. The Company has elected the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company elected not to separate non-lease components from lease components and to account for both as a single lease component by class of the underlying asset. In March 2018, the FASB approved a new, optional transition method that will give companies the option to use the effective date as the date of initial application on transition. The Company is electing the transition method, and as a result, the Company will not adjust its comparative period financial information or make the new required lease disclosures for periods before the effective date. The transition method the Company elected for adoption of the standard requires us to make a cumulative effect adjustment as of January 1, 2019. The most significant impact from adopting the standard is the initial recognition of operating lease right-of-use assets and lease liabilities on the Company's balance sheet, while the Company's accounting for finance leases (i.e., capital leases) remains substantially unchanged. The Company continues to finalize its implementation efforts and currently estimate recording, during the first quarter of 2019, approximately $35.2 million to $47.9 million of right of use assets and liabilities on its consolidated balance sheet. The impact of ASU 2016-02 is non-cash in nature, therefore, it will not affect the Company’s cash flows. The Company has also made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet. It will continue to recognize those lease payments in the Consolidated Statement of Operations on a straight-line basis over the lease term. In addition, the Company expects to derecognize $48.4 million from Property and equipment and the $47.4 million corresponding liability (accounted for under the finance method) recognized as of December 31, 2018 related to build-to-suit leases. Refer to Footnote 10 for further details. The transition method the Company elected for adoption of the standard requires us to make a cumulative effect adjustment as of January 1, 2019 and the Company does not believe this amount will be material to the Consolidated Statements of Operations or Cash Flows. 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 February 2018, 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. The Company does not expect to reclassify these stranded tax effects from U.S. tax reform when the Company adopts the ASU. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: Computer equipment 3 years Software, including internal-use software 1 to 5 years Office equipment 5 years Furniture and fixtures 7 years Property and equipment at December 31, 2018 and 2017 , respectively, consisted of the following (in thousands): 2018 2017 Computer equipment $ 12,258 $ 10,985 Software, including internal-use software 82,426 78,410 Office equipment and furniture 7,315 6,111 Buildings 49,169 — Leasehold improvements 4,394 3,576 Total Property and Equipment, Gross 155,562 99,082 Less accumulated depreciation (72,629 ) (62,368 ) Property and Equipment, Net $ 82,933 $ 36,714 |
Schedule of AOCI | The components of accumulated comprehensive loss included in the Consolidated Balance Sheets at December 31, 2018 and 2017 are as follows (in thousands): Foreign Currency Translation Adjustments Balance at December 31, 2016 $ (20,949 ) Other comprehensive income before reclassifications 1,720 Net current-period other comprehensive income 1,720 Balance at December 31, 2017 (19,229 ) Other comprehensive loss before reclassifications (5,080 ) Net current-period other comprehensive loss (5,080 ) Balance at December 31, 2018 $ (24,309 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | As Reported December 31, 2018 Adjustments As Adjusted Without Adoption of ASC 606 Condensed consolidated balance sheet Assets: Other non-current assets $ 2,976 (1,152 ) $ 1,824 Liabilities: Deferred income taxes $ 8,178 (128 ) $ 8,050 Stockholders' equity: Retained earnings $ 48,905 (1,024 ) $ 47,881 As Reported Year Ended December 31, 2018 Adjustments As Adjusted Without Adoption of ASC 606 Condensed consolidated statement of operations Operating expenses: Selling, general and administrative expenses $ 239,124 $ 70 $ 239,194 Intangible and other asset impairments 18,121 (1,274 ) 16,847 (Loss) income from operations (67,485 ) 1,204 (66,281 ) (Loss) income before taxes (76,632 ) 1,204 (75,428 ) (Benefit) provision for income tax (461 ) 306 (155 ) Net (loss) income (76,171 ) 898 (75,273 ) Basic (loss) earnings per share $ (1.46 ) $ 0.02 $ (1.44 ) Diluted (loss) earnings per share $ (1.46 ) $ 0.02 $ (1.44 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Contingent Consideration | Acquisitions Contingent Consideration In connection with certain of the Company’s acquisitions, contingent consideration is payable in cash or common stock upon the achievement of certain performance measures over future periods. The Company recorded the acquisition date fair value of the contingent consideration liability as additional purchase price. The process for determining the fair value of the contingent consideration liability consists of reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. Subsequent to the acquisition date, the Company estimates the fair value of the contingent consideration liability each reporting period and any adjustments made to the fair value are recorded in the Company’s results of operations. If an acquisition reaches the required performance measures within the reporting period, the fair value of the contingent consideration liability is increased to 100% , the maximum potential payment and reclassified to Due to seller. On June 30, 2017 , the EYELEVEL acquisition reached the required performance measures at the end of its earnout period and the balance of the fair value of the contingent consideration liability was reclassified to due to seller. During the third quarter of 2017 the company paid $17.7 million to settle the final balance owed to the sellers. As of December 31, 2018 and 2017 , there are and were no outstanding contingent consideration liabilities. During the twelve months ended December 31, 2018 and 2017 and 2016 , the Company recorded expense of $0.0 million , $0.7 million and $10.4 million , respectively, due to changes in the fair value of the contingent consideration liability. |
Schedule of Equity Interest Issued or Issuable | The following table presents the number of shares issued as consideration for acquisitions and contingent consideration and the corresponding value of those shares during the years ended December 31, 2018 , 2017 and 2016 (in thousands, except share value amounts): Shares of Common Stock Issued Value of Shares Average Share Value Year ended December 31, 2018: Payments of contingent consideration — — — Year ended December 31, 2017: Payments of contingent consideration 441 $ 4,678 $ 10.61 Year ended December 31, 2016: Payments of contingent consideration 244 $ 2,012 $ 8.25 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following is a summary of the goodwill balance for each reportable segment as of December 31 (in thousands): North America EMEA LATAM Total Balance as of December 31, 2016 $ 170,757 $ 23,264 $ 8,680 $ 202,700 Foreign exchange impact (72 ) (1,449 ) (1,233 ) (2,754 ) Balance as of December 31, 2017 170,685 21,815 7,447 199,946 Goodwill impairment (18,432 ) (20,778 ) (7,109 ) (46,319 ) Foreign exchange impact (95 ) (1,037 ) (338 ) (1,469 ) Balance as of December 31, 2018 $ 152,158 $ — $ — $ 152,158 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following is a summary of the Company’s other intangible assets as of December 31 (in thousands): 2018 2017 Weighted Average Life Customer lists $ 73,792 $ 74,615 14.4 Non-competition agreements 950 964 4.1 Trade names 2,510 2,510 13.3 Patents 57 57 9.0 77,309 78,146 Less accumulated amortization and impairment (67,481 ) (50,583 ) Intangible assets, net $ 9,828 $ 27,563 |
Schedule of Future Amortization Expense | The estimated amortization expense for the next five years and thereafter, is as follows (in thousands): 2019 $ 2,122 2020 2,021 2021 1,783 2022 1,407 2023 961 Thereafter 1,534 $ 9,828 |
Restructuring Activities and _2
Restructuring Activities and Other Charges (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Charges | The following table summarizes the restructuring activities for the 2018 Restructuring Plan for the year ended December 31, 2018 (in thousands): Employee Severance and Related Benefits Lease and Contract Termination Costs Other Total Balance at December 31, 2017 $ — $ — $ — $ — Charges 3,257 512 2,262 6,031 Cash Payments (2,594 ) (226 ) (1,557 ) (4,377 ) Non-cash settlements/adjustments (305 ) — — (305 ) Balance at December 31, 2018 $ 358 $ 286 $ 705 $ 1,349 During the year ended December 31, 2018 , the Company recorded the following restructuring costs within loss from operations (in thousands): North America EMEA LATAM Other Total For the Year Ended December 31, 2018 Restructuring charges $ 882 $ 2,496 $ 368 $ 2,285 $ 6,031 Employee Severance and Related Benefits Lease and Contract Termination Costs Other Total Balance at December 31, 2017 $ 484 $ — $ — $ 484 Cash payments (47 ) — — (47 ) Non-cash settlements / adjustments 49 — — 49 Balance at December 31, 2018 $ 486 $ — $ — $ 486 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: Computer equipment 3 years Software, including internal-use software 1 to 5 years Office equipment 5 years Furniture and fixtures 7 years Property and equipment at December 31, 2018 and 2017 , respectively, consisted of the following (in thousands): 2018 2017 Computer equipment $ 12,258 $ 10,985 Software, including internal-use software 82,426 78,410 Office equipment and furniture 7,315 6,111 Buildings 49,169 — Leasehold improvements 4,394 3,576 Total Property and Equipment, Gross 155,562 99,082 Less accumulated depreciation (72,629 ) (62,368 ) Property and Equipment, Net $ 82,933 $ 36,714 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company leases many of its office facilities for various terms under long-term, noncancelable operating lease agreements. The leases expire at various dates from fiscal year 2019 through fiscal year 2028. Future minimum lease payments are presented below (in thousands): Operating Leases 2019 $ 6,383 2020 5,017 2021 4,422 2022 3,245 2023 2,068 Thereafter 1,966 Total minimum lease payments $ 23,101 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |
Summary of Income Tax Contingencies [Table Text Block] | Uncertain tax positions Balance at December 31, 2017 $ 499 Additions (subtractions) based on tax positions related to the current year — Additions (subtractions) based on tax positions related to the prior year — Interest and penalties 23 Balance at December 31, 2018 $ 522 |
Schedule of Components of Income Tax Expense (Benefit) | The (benefit) provision for income taxes consisted of the following components for the years ended December 31, 2018 , 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Current income tax expense (benefit): Federal (781 ) 3,076 477 State 180 62 159 Foreign 4,581 4,078 5,972 Total current income tax expense 3,980 7,216 6,608 Deferred income tax expense (benefit): Federal (3,250 ) 1,959 4,165 State (62 ) 1,575 414 Foreign (1,129 ) 538 (353 ) Total deferred income tax expense (4,441 ) 4,072 4,226 (Benefit) provision for income taxes $ (461 ) $ 11,288 $ 10,834 |
Schedule of Effective Income Tax Rate Reconciliation | The (benefit) provision for income taxes for the years ended December 31, 2018 , 2017 and 2016 differs from the amount computed by applying the U.S. federal income tax rate of 21% to pretax income (loss) because of the effect of the following items (in thousands): Year Ended December 31, 2018 2017 2016 Tax (benefit) provision at U.S. federal income tax rate $ (16,093 ) $ 9,706 $ 5,175 State income taxes, net of federal income tax effect (307 ) 883 447 Federal, state and international deferred tax rate change 1,135 (5,119 ) — Transition tax (924 ) 5,323 — Effect of non-US operations (2,424 ) (2,228 ) (781 ) Nontaxable contingent liability fair value changes and goodwill impairment 11,254 237 3,578 Research and development credit (40 ) (38 ) (140 ) Change in valuation allowances 3,973 2,103 2,206 Prior year provision to return adjustment 942 (581 ) (137 ) Write-off of deferred taxes and tax receivables 431 70 193 Nondeductible expense and other 468 932 293 Tax reform global intangible low-taxed income 1,124 — — (Benefit) provision for income taxes $ (461 ) $ 11,288 $ 10,834 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the Company's tax assets and liabilities for financial reporting purposes and the amounts used for income tax return reporting purposes. At December 31, 2018 and 2017 , the Company’s deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2018 2017 Deferred tax assets: Inventory reserve $ 992 $ 700 Other reserves and allowances 3,470 370 Income tax basis in excess of financial statement basis in intangible assets 1,085 1,669 Deductible stock-based compensation 3,257 3,687 Net operating loss carryforward 18,836 13,669 Tax credit carryforwards 500 428 28,140 20,523 Valuation allowance (13,946 ) (10,711 ) Total deferred tax assets 14,194 9,812 Deferred tax liabilities: Prepaid & other expenses (284 ) (265 ) Fixed assets (4,826 ) (4,946 ) Intangible assets (16,067 ) (15,953 ) Total deferred tax liabilities (21,177 ) (21,164 ) Net deferred tax liability $ (6,983 ) $ (11,352 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The computation of basic and diluted (loss) earnings per common share for the years ended December 31, 2018 , 2017 and 2016 , is as follows (in thousands, except per share amounts): Year Ended December 31, 2018 2017 2016 Numerator: Net (loss) income $ (76,171 ) $ 16,430 $ 3,949 Denominator: Denominator for basic (loss) earnings per share—weighted-average shares outstanding 52,230 53,851 53,607 Effect of dilutive securities: Employee stock options and restricted common shares — 1,093 728 Contingently issuable shares — — 125 Denominator for diluted (loss) earnings per share 52,230 54,944 54,460 Basic (loss) earnings per share $ (1.46 ) $ 0.31 $ 0.07 Diluted (loss) earnings per share $ (1.46 ) $ 0.30 $ 0.07 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the years ended December 31, 2018 , 2017 and 2016 is as follows (in thousands, except per share amounts): Outstanding Options Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2015 4,060 $ 8.37 $ 2,760 Granted 1,348 8.15 — Exercised (420 ) 6.27 4,455 Forfeited (227 ) 10.20 — Outstanding at December 31, 2016 4,761 8.40 8,655 Granted 568 10.73 — Exercised (428 ) 7.85 1,300 Forfeited (467 ) 10.39 539 Outstanding at December 31, 2017 4,434 8.57 9,340 Granted 912 8.20 — Exercised (662 ) 5.33 967 Forfeited (573 ) 11.21 — Outstanding at December 31, 2018 4,111 $ 8.53 $ 37 Options vested and exercisable at December 31, 2018 2,030 $ 8.68 $ 37 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information about all stock options outstanding for the Company as of December 31, 2018 (share amounts in thousands): Options Outstanding Options Vested Exercise Price Number Outstanding Weighted-Average Life Remaining (Years) Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $0.00 - $4.36 27 0.15 $ 2.36 27 $ 2.36 $4.37 - $7.95 2,145 6.83 $ 7.19 924 $ 6.82 $7.96 - $11.97 1,621 6.68 $ 9.47 762 $ 9.25 $11.98 - $15.05 318 3.63 $ 13.28 318 $ 13.28 4,111 6.48 $ 8.53 2,030 $ 8.68 The weighted-average fair values and ranges of exercise prices for stock options granted during the years ended December 31, 2018 , 2017 and 2016 , which vest ratably over four or five years, are as follows (in thousands, except per share amounts): Options Granted Weighted-Average Fair Value Exercise Prices 2016 1,348 $ 3.38 $6.99 - $9.20 2017 568 $ 4.42 $9.32 - $11.47 2018 912 $ 3.37 $7.56 - $9.49 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were utilized in the Black-Scholes valuation model for options granted in 2018 , 2017 and 2016 : 2018 2017 2016 Dividend yield — — — Risk-free interest rate 2.76%-3.15% 1.98%-2.34% 1.53%-2.03% Expected life 6.4 years 6.5 years 6.5 years Volatility 35.0%-36.2% 36.0%-38.0% 38.0%-50.0% |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted share activity is as follows (in thousands, except per share amounts): Outstanding Restricted Common Shares Weighted- Average Grant- Date Fair Value Nonvested Restricted Common shares at December 31, 2015 957 $ 7.66 Granted 559 $ 8.24 Vested and transferred to unrestricted common stock (429 ) $ 7.71 Forfeited (78 ) $ 8.04 Nonvested Restricted Common shares at December 31, 2016 1,009 $ 7.92 Granted 332 $ 11.00 Vested and transferred to unrestricted common stock (403 ) $ 8.28 Forfeited (166 ) $ 8.51 Nonvested Restricted Common shares at December 31, 2017 772 $ 8.98 Granted 84 $ 9.37 Vested and transferred to unrestricted common stock (341 ) $ 8.83 Forfeited (68 ) $ 9.29 Nonvested Restricted Common shares at December 31, 2018 447 $ 9.13 A summary of restricted share unit activity is as follows (in thousands, excepts per share amounts): Outstanding Restricted Share Units Weighted- Average Grant- Date Fair Value Nonvested Restricted Share Units at December 31, 2017 — $ — Granted 577 $ 7.74 Vested and transferred to unrestricted share units (16 ) $ 7.75 Forfeited (9 ) $ 7.75 Nonvested Restricted Share Units at December 31, 2018 552 $ 7.74 |
Schedule of Nonvested Performance-based Units Activity | Outstanding Weighted- Average Grant- Date Fair Value Nonvested Performance Share Units at December 31, 2016 — $ — Granted 152 $ 11.10 Forfeited (24 ) $ 11.10 Nonvested Performance Share Units at December 31, 2017 128 $ 11.10 Granted 187 $ 7.36 Forfeited (22 ) $ 11.10 Nonvested Performance Share Units at December 31, 2018 293 $ 8.72 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Cash paid for: Interest $ 7,149 $ 4,072 $ 4,338 Income taxes 5,810 9,838 5,845 $ 12,959 $ 13,910 $ 10,183 Noncash investing and financing activities: Buildings - Build to Suit Leases $ 48,428 $ — $ — Repurchases of common stock — 91 — Shares issued as payment of contingent consideration — 4,678 2,012 $ 48,428 $ 4,769 $ 2,012 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
Schedule of Segment Reporting Information, by Segment | The table below presents financial information for the Company's reportable operating segments and Other for the fiscal years noted (in thousands): North America EMEA LATAM Other (2) Total Fiscal 2018: Revenue from third parties $ 777,426 $ 260,950 $ 83,175 $ — $ 1,121,551 Revenue from other segments 3,200 9,500 217 (12,917 ) — Total revenue 780,626 270,450 83,392 (12,917 ) 1,121,551 Adjusted EBITDA (1) 61,780 6,410 3,082 (43,372 ) 27,900 Fiscal 2017: Revenue from third parties 780,511 265,669 92,181 — 1,138,361 Revenue from other segments 5,469 13,444 1,693 (20,606 ) — Total revenue 785,980 279,113 93,874 (20,606 ) 1,138,361 Adjusted EBITDA (1) 74,230 15,242 4,278 (35,867 ) 57,883 Fiscal 2016: Revenue from third parties 736,140 267,168 91,094 — 1,094,402 Revenue from other segments 6,029 13,070 4,456 (23,555 ) — Total revenue 742,169 280,238 95,550 (23,555 ) 1,094,402 Adjusted EBITDA (1) 68,434 14,752 6,818 (31,392 ) 58,612 (1) Adjusted EBITDA, which represents income from operations with the addition of depreciation and amortization, stock-based compensation expense, income/expense related to changes in the fair value of contingent consideration liabilities, goodwill and intangible asset impairment charges, restructuring charges, senior leadership transition and other employee-related costs, business development realignment, professional fees related to ASC 606 implementation, executive search costs, restatement-related professional fees, other professional fees, obsolete retail inventory charges, and Czech currency impact on procurement margin is considered a non-GAAP financial measure under SEC regulations. Income from operations is the most directly comparable financial measure calculated in accordance with GAAP. The Company presents this measure as supplemental information to help investors better understand trends in its business results over time. The Company's management team uses Adjusted EBITDA to evaluate the performance of the business. Adjusted EBITDA is not equivalent to any measure of performance required to be reported under GAAP, nor should this data be considered an indicator of the Company's overall financial performance and liquidity. Moreover, the Adjusted EBITDA definition the Company uses may not be comparable to similarly titled measures reported by other companies. (2) Other consists of intersegment eliminations, shared service activities and unallocated corporate expenses. The table below presents total assets for the Company's reportable segments and Other as of December 31, 2018 and December 31, 2017 . December 31, 2018 2017 North America $ 399,288 $ 401,415 EMEA 160,322 171,086 LATAM 43,028 57,235 Other 20,038 19,902 Total Assets $ 622,676 $ 649,638 | |
Schedule of Earnings Before Interest Tax Depreciation and Amortization Reconciliation | The table below reconciles Adjusted EBITDA and Income (loss) before income taxes in the Company's consolidated statement of operations (in thousands): Year Ended December 31, 2018 2017 2016 Adjusted EBITDA $ 27,900 $ 57,883 $ 58,612 Depreciation and amortization (12,988 ) (13,390 ) (17,916 ) Stock-based compensation expense (5,302 ) (6,820 ) (5,572 ) Change in fair value of contingent consideration — (677 ) (10,417 ) Goodwill impairment (46,319 ) — — Intangible and other asset impairments (18,121 ) — (70 ) Restructuring charges (6,031 ) — (5,615 ) Senior leadership transition and other employee-related costs (1,410 ) — — Business development realignment — (715 ) — Professional fees related to ASC 606 implementation (1,092 ) (829 ) — Executive search costs (235 ) (454 ) — Restatement-related professional fees (2,430 ) — — Other professional fees (507 ) — — Obsolete retail inventory (950 ) — — Czech currency impact on procurement margin — (860 ) — Total other expense (9,147 ) (6,420 ) (4,239 ) (Loss) income before income taxes $ (76,632 ) $ 27,718 $ 14,783 |
Description of the Business - N
Description of the Business - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 3 |
- Summary of Property and Equip
- Summary of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 3 years |
Office Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 5 years |
Office equipment and furniture | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 7 years |
Minimum | Software, including internal-use software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 1 year |
Maximum | Software, including internal-use software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning Balance | $ 284,545 | $ 262,161 | $ 252,432 |
Other comprehensive (loss) income, net of tax | (5,080) | 1,720 | (7,147) |
Ending Balance | 183,091 | 284,545 | 262,161 |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning Balance | (19,229) | (20,949) | (13,802) |
Other comprehensive (loss) income, net of tax | (5,080) | 1,720 | |
Ending Balance | $ (24,309) | $ (19,229) | $ (20,949) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) | Oct. 12, 2018 | Jun. 01, 2017 | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2019USD ($) |
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Property, plant and equipment, disposals | $ 400,000 | ||||||||
Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Provisional Income Tax Expense (Benefit) | $ 900,000 | ||||||||
Realized gain (loss) on foreign currency transactions | (1,100,000) | $ (1,400,000) | $ 600,000 | ||||||
ARS to USD Exchange Rate | 37.70 | ||||||||
Venezuela remeasurement charges | $ (4,100,000) | ||||||||
Number of segments | segment | 3 | ||||||||
Goodwill Impairment | $ 27,900,000 | $ 46,319,000 | 0 | 0 | |||||
Impairment of Intangible Assets, Finite-lived | 13,800,000 | $ 100,000 | 18,121,000 | 0 | 70,000 | ||||
Interest and penalties on unrecognized tax benefits | 23,000 | 0 | 0 | ||||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | 0 | ||||
Advertising expense | 1,400,000 | 1,200,000 | 1,400,000 | ||||||
Retained earnings | 124,442,000 | 48,905,000 | 124,442,000 | ||||||
Effect of Favorable Foreign Currency Impact | 100,000 | ||||||||
Amount Recognized in Gross Margin Due to Inflationary Accounting | 400,000 | ||||||||
Net cash provided by (used in) financing activities | (13,736,000) | (525,000) | 4,435,000 | ||||||
Net cash provided by (used in) operating activities | $ 23,058,000 | $ 11,698,000 | $ 9,660,000 | ||||||
Minimum | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Term on financing receivables | 30 days | ||||||||
Vesting percentage | 7.00% | ||||||||
Maximum | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Term on financing receivables | 90 days | ||||||||
Vesting percentage | 8.00% | ||||||||
Internal Use Software | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | 6.1 | 5.4 | 9.2 | ||||||
Finite-lived intangible assets | $ 29,700,000 | $ 25,400,000 | $ 29,700,000 | ||||||
Internal Use Software | Minimum | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Useful life of intangible assets | 3 years | ||||||||
Internal Use Software | Maximum | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Useful life of intangible assets | 6 years | ||||||||
Customer lists | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Useful life of intangible assets | 14 years | ||||||||
Non-competition agreements | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Useful life of intangible assets | 4 years | ||||||||
Trade names | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Useful life of intangible assets | 13 years | ||||||||
Patents | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Useful life of intangible assets | 9 years | ||||||||
Office equipment and furniture | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Useful life of property and equipment | 7 years | ||||||||
ARS [Member] | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Net Monetary Assets | $ 50,700,000 | ||||||||
Performance Shares | Minimum | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Vesting percentage | 0.00% | 0.00% | |||||||
Performance Shares | Maximum | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Vesting percentage | 200.00% | 200.00% | |||||||
Accounting Standards Update 2016-15 [Member] | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Net cash provided by (used in) financing activities | 4,400,000 | $ 800,000 | |||||||
Net cash provided by (used in) operating activities | 4,400,000 | 800,000 | |||||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Build to suit property plant and equipment, net | 48,400,000 | ||||||||
Financing obligation noncurrent | 47,400,000 | ||||||||
Common Stock | Series of Business Acquisitions | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Repurchases of common stock | 0 | $ 91,000 | $ 0 | ||||||
EMEA [Member] | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Goodwill Impairment | (20,778,000) | ||||||||
Impairment of Intangible Assets, Finite-lived | 13,200,000 | ||||||||
EMEA [Member] | Trade names | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Asset Impairment Charges | $ 100,000 | ||||||||
LATAM SEF [Member] | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Goodwill Impairment | (7,109,000) | ||||||||
Impairment of Intangible Assets, Finite-lived | 600,000 | ||||||||
EMEA [Member] | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Goodwill Impairment | 20,800,000 | 75,400,000 | |||||||
LATAM SEF [Member] | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Goodwill Impairment | $ 7,100,000 | ||||||||
North America | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Goodwill Impairment | $ 18,400,000 | ||||||||
Change in Accounting Method Accounted for as Change in Estimate [Member] | Internal Use Software | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Useful life of property and equipment | 4 years 6 months | ||||||||
Scenario, Forecast [Member] | Subsequent Event [Member] | Accounting Standards Update 2016-02 [Member] | Minimum | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Operating lease, right-of-use asset | $ 35,200,000 | ||||||||
Operating lease, liability | 35,200,000 | ||||||||
Scenario, Forecast [Member] | Subsequent Event [Member] | Accounting Standards Update 2016-02 [Member] | Maximum | |||||||||
Schedule of Significant Accounting Policies [Line Items] | |||||||||
Operating lease, right-of-use asset | 47,900,000 | ||||||||
Operating lease, liability | $ 47,900,000 |
Revenue Recognition - Condensed
Revenue Recognition - Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Other non-current assets | $ 2,976 | $ 1,636 |
Liabilities: | ||
Deferred income taxes | 8,178 | 12,043 |
Stockholders' equity: | ||
Retained earnings | 48,905 | $ 124,442 |
Difference between Revenue Guidance in Effect before and after Topic 606 | ||
Assets: | ||
Other non-current assets | (1,152) | |
Liabilities: | ||
Deferred income taxes | (128) | |
Stockholders' equity: | ||
Retained earnings | (1,024) | |
Calculated under Revenue Guidance in Effect before Topic 606 | ||
Assets: | ||
Other non-current assets | 1,824 | |
Liabilities: | ||
Deferred income taxes | 8,050 | |
Stockholders' equity: | ||
Retained earnings | $ 47,881 |
Revenue Recognition - Condens_2
Revenue Recognition - Condensed Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | ||||||||||||
Selling, general and administrative expenses | $ 239,124 | $ 227,253 | $ 209,524 | |||||||||
Impairment of Intangible Assets, Finite-lived | $ 13,800 | $ 100 | 18,121 | 0 | 70 | |||||||
Intangible and other asset impairments | 18,121 | |||||||||||
(Loss) income from operations | $ (27,869) | (43,212) | $ 2,355 | $ 1,241 | $ 3,402 | $ 11,585 | $ 9,926 | $ 9,225 | (67,485) | 34,138 | 19,022 | |
(Loss) income before taxes | (76,632) | 27,718 | 14,783 | |||||||||
Provision (benefit) for income tax | $ (461) | $ 11,288 | $ 10,834 | |||||||||
Net (loss) income | $ (29,251) | $ (44,937) | $ (299) | $ (1,684) | $ (738) | $ 7,116 | $ 4,374 | $ 5,678 | ||||
Basic earnings (loss) per share (in USD per share) | $ (0.56) | $ (0.87) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0.13 | $ 0.08 | $ 0.11 | $ (1.46) | $ 0.31 | $ 0.07 | |
Diluted earnings (loss) per share (in USD per share) | $ (0.56) | $ (0.87) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0.13 | $ 0.08 | $ 0.10 | $ (1.46) | $ 0.30 | $ 0.07 | |
Difference between Revenue Guidance in Effect before and after Topic 606 | ||||||||||||
Operating expenses: | ||||||||||||
Selling, general and administrative expenses | $ 70 | |||||||||||
Intangible and other asset impairments | (1,274) | |||||||||||
(Loss) income from operations | 1,204 | |||||||||||
(Loss) income before taxes | 1,204 | |||||||||||
Provision (benefit) for income tax | 306 | |||||||||||
Net (loss) income | $ 898 | |||||||||||
Basic earnings (loss) per share (in USD per share) | $ 0.02 | |||||||||||
Diluted earnings (loss) per share (in USD per share) | $ 0.02 | |||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||
Operating expenses: | ||||||||||||
Selling, general and administrative expenses | $ 239,194 | |||||||||||
Intangible and other asset impairments | 16,847 | |||||||||||
(Loss) income from operations | (66,281) | |||||||||||
(Loss) income before taxes | (75,428) | |||||||||||
Provision (benefit) for income tax | (155) | |||||||||||
Net (loss) income | $ (75,273) | |||||||||||
Basic earnings (loss) per share (in USD per share) | $ (1.44) | |||||||||||
Diluted earnings (loss) per share (in USD per share) | $ (1.44) |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Retained earnings | $ 48,905 | $ 124,442 |
Deferred revenue, current | 17,614 | 17,620 |
Right to payment | 11,900 | |
Revenue recognized | 11,400 | |
Capitalized contract cost, net | 1,200 | |
Capitalized contract cost, amortization | 400 | |
Capitalized contract cost, impairment loss | $ 1,300 | |
Accounting Standards Update 2014-09 [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Retained earnings | $ 500 |
Acquisitions - Schedule of Pote
Acquisitions - Schedule of Potential Contingent Consideration (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Estimated probability for contingent consideration payout | 100.00% |
Acquisitions - Schedule of Equi
Acquisitions - Schedule of Equity Issued for Acquisition (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Shares issued as payments for acquisitions | $ 4,678 | $ 2,012 | |
Series of Business Acquisitions | Common Stock | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Payments of contingent consideration (in shares) | 0 | 441 | 244 |
Shares issued as payment of contingent consideration | $ 0 | $ 4,678 | $ 2,012 |
Payments of contingent consideration (in USD per share) | $ 0 | $ 10.61 | $ 8.25 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ (17,700) | |||
Decrease in contingent consideration liability | $ 0 | $ (677) | $ (10,417) |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||||
Goodwill Impairment | $ (27,900) | $ (46,319) | $ 0 | $ 0 | |
Goodwill [Roll Forward] | |||||
Balance | 199,946 | 202,700 | |||
Foreign exchange impact | $ (2,754) | (1,469) | |||
Balance | 199,946 | 152,158 | 199,946 | 202,700 | |
North America | |||||
Goodwill [Line Items] | |||||
Goodwill Impairment | 18,432 | ||||
Goodwill [Roll Forward] | |||||
Balance | 170,685 | 170,757 | |||
Foreign exchange impact | (95) | (72) | |||
Balance | 170,685 | 152,158 | 170,685 | 170,757 | |
EMEA [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill Impairment | 20,778 | ||||
Goodwill [Roll Forward] | |||||
Balance | 21,815 | 23,264 | |||
Foreign exchange impact | (1,037) | (1,449) | |||
Balance | 21,815 | 0 | 21,815 | 23,264 | |
LATAM SEF [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill Impairment | 7,109 | ||||
Goodwill [Roll Forward] | |||||
Balance | 7,447 | 8,680 | |||
Foreign exchange impact | (338) | (1,233) | |||
Balance | $ 7,447 | $ 0 | $ 7,447 | $ 8,680 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||||
Foreign exchange impact | $ (2,754) | $ (1,469) | |||
Goodwill Impairment | $ 27,900 | 46,319 | $ 0 | $ 0 | |
EMEA [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill Impairment | 20,800 | 75,400 | |||
LATAM SEF [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill Impairment | $ 7,100 | ||||
North America | |||||
Goodwill [Line Items] | |||||
Goodwill Impairment | $ 18,400 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets, Finite-lived | $ 13,800 | $ 100 | $ 18,121 | $ 0 | $ 70 |
Gross intangible assets | 77,309 | 78,146 | |||
Less accumulated amortization and impairment | (67,481) | (50,583) | |||
Intangible assets, net | 9,828 | 27,563 | |||
Customer lists | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross intangible assets | $ 73,792 | 74,615 | |||
Weighted Average Life | 14 years 5 months | ||||
Non-competition agreements | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross intangible assets | $ 950 | 964 | |||
Weighted Average Life | 4 years 1 month | ||||
Trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross intangible assets | $ 2,510 | 2,510 | |||
Weighted Average Life | 13 years 4 months | ||||
Patents | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross intangible assets | $ 57 | $ 57 | |||
Weighted Average Life | 9 years |
Other Intangible Assets - Sch_2
Other Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2018 | $ 2,122 | |
2019 | 2,021 | |
2020 | 1,783 | |
2021 | 1,407 | |
2022 | 961 | |
Thereafter | 1,534 | |
Intangible assets, net | $ 9,828 | $ 27,563 |
Other Intangible Assets - Narra
Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 3,600 | $ 5,000 | $ 5,500 | ||
Impairment of Intangible Assets, Finite-lived | $ 13,800 | $ 100 | $ 18,121 | 0 | $ 70 |
LATAM SEF [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets, Finite-lived | 600 | ||||
EMEA [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets, Finite-lived | $ 13,200 | ||||
Customer Lists [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of intangible assets | 14 years | ||||
Amortization of intangible assets | $ 64,500 | 47,800 | |||
Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of intangible assets | 13 years | ||||
Amortization of intangible assets | $ 2,000 | $ 1,800 | |||
Patents | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of intangible assets | 9 years |
Restructuring Activities and _3
Restructuring Activities and Other Charges - Schedule of Restructuring Charges (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $ 6,031 |
Restructuring Reserve [Roll Forward] | |
Balance at December 31 | 0 |
Cash payments | (4,377) |
Balance at December 31 | 1,349 |
Restructuring Reserve, Translation and Other Adjustment | (305) |
Employee Severance and Related Benefits | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31 | 0 |
Cash payments | (2,594) |
Balance at December 31 | 358 |
Restructuring Reserve, Translation and Other Adjustment | (305) |
Lease and Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31 | 0 |
Cash payments | (226) |
Balance at December 31 | 286 |
Restructuring Reserve, Translation and Other Adjustment | 0 |
Other Restructuring [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31 | 0 |
Cash payments | (1,557) |
Balance at December 31 | 705 |
Restructuring Reserve, Translation and Other Adjustment | 0 |
North America | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 882 |
EMEA [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 2,496 |
LATAM SEF [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 368 |
Other Restructuring [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | 2,285 |
2015 Restructuring plan [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31 | 484 |
Cash payments | (47) |
Non-cash settlements / adjustments | 49 |
Balance at December 31 | 486 |
2015 Restructuring plan [Member] | Employee Severance and Related Benefits | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31 | 484 |
Cash payments | (47) |
Balance at December 31 | 486 |
2015 Restructuring plan [Member] | Lease and Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31 | 0 |
Cash payments | 0 |
Non-cash settlements / adjustments | 0 |
Balance at December 31 | 0 |
2015 Restructuring plan [Member] | Other Restructuring [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31 | 0 |
Cash payments | 0 |
Non-cash settlements / adjustments | 0 |
Balance at December 31 | $ 0 |
Restructuring Activities and _4
Restructuring Activities and Other Charges - Narrative (Details) $ in Thousands | 5 Months Ended | 12 Months Ended | 37 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)employee | Dec. 14, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | $ 1,349 | $ 1,349 | $ 0 | $ 1,349 | ||
Expected number of positions to eliminate (in employee) | employee | 100 | |||||
Expected restructuring cost | $ 6,700 | |||||
Restructuring charges | (6,031) | 0 | $ (5,615) | |||
Cash payments | (4,377) | |||||
Employee Severance and Related Benefits | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | 358 | 358 | 0 | $ 358 | ||
Expected restructuring cost | 5,600 | |||||
Restructuring charges | (3,257) | |||||
Cash payments | (2,594) | |||||
Lease and Contract Termination Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | 286 | 286 | 0 | 286 | ||
Restructuring charges | (512) | |||||
Cash payments | (226) | |||||
Other Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | 705 | 705 | $ 0 | $ 705 | ||
Restructuring charges | (2,262) | |||||
Cash payments | $ (1,557) | |||||
Maximum | Lease and Contract Termination Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring cost | $ 1,100 | |||||
Restructuring Plan, 2018 [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Non-cash settlements / adjustments | 400 | |||||
Restructuring Plan, 2018 [Member] | Minimum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | (20,000) | |||||
Restructuring Plan, 2018 [Member] | Minimum | Employee Severance and Related Benefits | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | (12,000) | |||||
Restructuring Plan, 2018 [Member] | Minimum | Lease and Contract Termination Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | (8,000) | |||||
Restructuring Plan, 2018 [Member] | Maximum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | (25,000) | |||||
Restructuring Plan, 2018 [Member] | Maximum | Employee Severance and Related Benefits | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | (15,000) | |||||
Restructuring Plan, 2018 [Member] | Maximum | Lease and Contract Termination Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ (10,000) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 155,562 | $ 99,082 |
Less accumulated depreciation | (72,629) | (62,368) |
Property and equipment, net | 82,933 | 36,714 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,258 | 10,985 |
Software, including internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 82,426 | 78,410 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,315 | 6,111 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 49,169 | 0 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,394 | $ 3,576 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | |
Property, Plant and Equipment [Line Items] | |||||||||||||
Basic earnings (loss) per share (in USD per share) | $ (0.56) | $ (0.87) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0.13 | $ 0.08 | $ 0.11 | $ (1.46) | $ 0.31 | $ 0.07 | ||
Diluted earnings (loss) per share (in USD per share) | $ (0.56) | $ (0.87) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0.13 | $ 0.08 | $ 0.10 | $ (1.46) | $ 0.30 | $ 0.07 | ||
Depreciation | $ 9,400 | $ 8,400 | $ 12,400 | ||||||||||
Property, plant, and equipment, net | $ 82,933 | $ 36,714 | 82,933 | 36,714 | |||||||||
Net (loss) income | $ (29,251) | $ (44,937) | $ (299) | $ (1,684) | (738) | $ 7,116 | $ 4,374 | $ 5,678 | |||||
Impairment of Intangible Assets, Finite-lived | 13,800 | $ 100 | $ 18,121 | $ 0 | 70 | ||||||||
Property, plant and equipment, disposals | $ 400 | ||||||||||||
Internal Use Software [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Basic earnings (loss) per share (in USD per share) | $ 0.015 | ||||||||||||
Diluted earnings (loss) per share (in USD per share) | $ 0.015 | ||||||||||||
Property, plant, and equipment, net | $ 20,800 | ||||||||||||
Change in Accounting Method Accounted for as Change in Estimate [Member] | Internal Use Software [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Depreciation | 1,400 | ||||||||||||
Useful life of property and equipment | 4 years 6 months | ||||||||||||
Net (loss) income | $ 800 | ||||||||||||
Income (loss) from continuing operations, per basic and diluted share | $ 0.02 | ||||||||||||
Legacy ERP System [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Impairment of Intangible Assets, Finite-lived | $ 3,000 |
Revolving Credit Facility - Nar
Revolving Credit Facility - Narrative (Details) | Feb. 22, 2016 | Aug. 02, 2010USD ($) | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Expiration Date | Sep. 25, 2019 | |||||
Long-term Line of Credit, Noncurrent | $ 0 | $ 128,398,000 | ||||
Line of Credit, Current | 142,736,000 | 0 | ||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | $ 700,000 | $ 400,000 | ||||
August 2010 Credit Facility Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Ratio of indebtedness to net capital | 3.5 | |||||
Maximum leverage ratio | 4.5 | |||||
Debt instrument converstion ratio | 5 | |||||
Minimum leverage ratio | 4 | |||||
Revolving Credit Facility | Credit Agreement Due 2019 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity on line of credit | $ 175,000,000 | |||||
Revolving Credit Facility | August 2010 Credit Facility Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Increase to borrowing capacity | $ 50,000,000 | |||||
Unused capacity | $ 6,000,000 | |||||
Borrowings to be drawn | $ 700,000 | |||||
Maximum leverage ratio | 3 | |||||
Minimum interest coverage ratio | 5 | |||||
Revolving Credit Facility | Credit Agreement Due 2020 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity on line of credit | $ 160,000,000 | |||||
Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 110.00% | |||||
Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 5000.00% | |||||
Minimum | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 15000.00% | |||||
Minimum | Eurodollar | Revolving Credit Facility | August 2010 Credit Facility Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 1.25% | |||||
Minimum | Base Rate | Revolving Credit Facility | August 2010 Credit Facility Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 0.25% | |||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 22500.00% | |||||
Maximum | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 32500.00% | |||||
Maximum | Eurodollar | Revolving Credit Facility | August 2010 Credit Facility Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 2.50% | |||||
Maximum | Base Rate | Revolving Credit Facility | August 2010 Credit Facility Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional basis on borrowings | 1.50% | |||||
International [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity on line of credit | $ 5,000,000 | |||||
Unused capacity | $ 4,500,000 | |||||
Subsequent Event [Member] | August 2010 Credit Facility Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Ratio of indebtedness to net capital | 3 | |||||
Maximum leverage ratio | 3 | 4.75 | ||||
Debt instrument converstion ratio | 5 | |||||
Minimum leverage ratio | 5 | 3.50 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Long-term Purchase Commitment [Line Items] | |
2018 | $ 6,383 |
2019 | 5,017 |
2020 | 4,422 |
2021 | 3,245 |
2022 | 2,068 |
Thereafter | 1,966 |
Total minimum lease payments | 23,101 |
Portland and Prague | |
Long-term Purchase Commitment [Line Items] | |
2018 | 2,400 |
2019 | 3,900 |
2020 | 4,100 |
2021 | 4,300 |
Thereafter | $ 3,800 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) € in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||||
Jan. 31, 2014USD ($) | Jan. 31, 2014EUR (€) | Dec. 31, 2013USD ($) | Dec. 31, 2013EUR (€) | Nov. 30, 2013USD ($) | Nov. 30, 2013EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Feb. 28, 2014USD ($) | Feb. 28, 2014EUR (€) | |
Loss Contingencies [Line Items] | |||||||||||||
Rent expense | $ 10.5 | $ 9.9 | $ 10.6 | ||||||||||
Wrongful Termination Lawsuit - Productions Graphics | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Damages sought | $ 1 | € 0.7 | $ 1 | € 0.7 | |||||||||
Contingent consideration | $ 9.4 | € 7.1 | |||||||||||
Fixed consideration | $ 8 | € 5.8 | |||||||||||
Maximum consideration | $ 37.6 | € 34.5 | |||||||||||
Employment Arbitration Claim | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Damages sought | $ 0.7 | € 0.6 | |||||||||||
Portland | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Build to suit property plant and equipment, net | 8.8 | ||||||||||||
Financing obligation noncurrent | 8.9 | ||||||||||||
Financing Obligation, Expense | 0.5 | ||||||||||||
Financing Obligation, General and Administrative Expense | 0.1 | ||||||||||||
Financing Obligation, Interest Expense | 0.3 | ||||||||||||
Financing Obligation, Depreciation and Amortization | 0.1 | ||||||||||||
Prague | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Build to suit property plant and equipment, net | 39.6 | ||||||||||||
Financing obligation noncurrent | 38.5 | ||||||||||||
Financing Obligation, Expense | 0.7 | ||||||||||||
Financing Obligation, General and Administrative Expense | 0.5 | ||||||||||||
Financing Obligation, Interest Expense | 0.1 | ||||||||||||
Financing Obligation, Depreciation and Amortization | $ 0.1 |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income (Loss) from Continuing Operations before Income Taxes, Foreign | $ (31,600) | $ 14,000 | $ 13,100 |
Current | |||
Federal | (781) | 3,076 | 477 |
State | 180 | 62 | 159 |
Foreign | 4,581 | 4,078 | 5,972 |
Total current income tax expense | 3,980 | 7,216 | 6,608 |
Deferred | |||
Federal | (3,250) | 1,959 | 4,165 |
State | (62) | 1,575 | 414 |
Foreign | (1,129) | 538 | (353) |
Total deferred income tax expense | (4,441) | 4,072 | 4,226 |
Prior year provision to return adjustment | $ (461) | $ 11,288 | $ 10,834 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax expense (benefit) at U.S. federal income tax rate | $ (16,093) | $ 9,706 | $ 5,175 |
State income taxes, net of federal income tax effect | (307) | 883 | 447 |
Federal and state deferred tax rate change | 1,135 | (5,119) | 0 |
Transition tax | (924) | 5,323 | 0 |
Effect of non-US operations | (2,424) | (2,228) | (781) |
Nontaxable contingent liability fair value changes and goodwill impairment | 11,254 | 237 | 3,578 |
Research and development credit | (40) | (38) | (140) |
Change in valuation allowances | 3,973 | 2,103 | 2,206 |
Prior year provision to return adjustment | 942 | (581) | (137) |
Write-off of deferred taxes and tax receivables | 431 | 70 | 193 |
Change in valuation allowances | 468 | 932 | 293 |
Effective Income Tax Rate Reconciliation, Tax Reform Global Intangible Low-taxed Income | 1,124 | 0 | 0 |
Prior year provision to return adjustment | $ (461) | $ 11,288 | $ 10,834 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Provisional Income Tax Expense (Benefit) | $ 900 | |
Deferred tax assets: | ||
Inventory reserve | 992 | $ 700 |
Other reserves and allowances | 3,470 | 370 |
Income tax basis in excess of financial statement basis in intangible assets | 1,085 | 1,669 |
Deductible stock-based compensation | 3,257 | 3,687 |
Net operating loss carryforward | 18,836 | 13,669 |
Tax credit carryforwards | 500 | 428 |
Total deferred tax assets, gross | 28,140 | 20,523 |
Total deferred tax assets | (13,946) | (10,711) |
Total deferred tax assets | 14,194 | 9,812 |
Deferred tax liabilities: | ||
Prepaid & other expenses | (284) | (265) |
Fixed assets | (4,826) | (4,946) |
Intangible assets | (16,067) | (15,953) |
Total deferred tax liabilities | (21,177) | (21,164) |
Net deferred tax liability (as restated) | $ (6,983) | $ (11,352) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Line Items] | |||
Federal tax rate | 21.00% | 35.00% | |
Increase in valuation allowance | $ 3,200 | $ 2,400 | |
Limitation on operating loss carryforward | 200 | ||
Undistributed earnings for foreign operations | 2,000 | ||
Uncertain tax positions, reserve | 522 | 499 | $ 499 |
Uncertain tax positions, reversal | 200 | ||
Income (loss) from foreign operations | (31,600) | $ 14,000 | $ 13,100 |
Credit to income tax provision | $ (900) | ||
Grant Of Income Tax Exemption Period | 20 years | ||
Benefit of tax exemptions on diluted earnings per share | $ 0.04 | ||
Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryfowards Acquired In Business Combination | $ 600 | ||
Operating loss carryforwards | 16,300 | ||
Operating loss carryforward, not subject to expiration | 15,700 | ||
State and Local Jurisdiction | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 1,300 | ||
Operating loss carryforward, subject to expiration | 1,000 | ||
Argentina Tax Authority [Member] | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 300 | ||
France tax authority | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 7,900 | ||
Italy tax authority | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 400 | ||
Chile tax authority | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 1,000 | ||
State Administration of Taxation, China [Member] | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 500 | ||
Czech Republic Tax Authority [Member] | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 1,000 | ||
Germany Tax Authority [Member] [Domain] | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 900 | ||
National Tax Agency, Japan [Member] | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 400 | ||
Mexican Tax Authority [Member] | Domestic Tax Authority | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 300 |
Income Taxes Uncertain Tax Posi
Income Taxes Uncertain Tax Positions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Balance at December 31, 2016 | $ 499,000 | $ 499,000 | |
Additions based on tax positions related to the current year | 0 | ||
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 0 | ||
Interest and penalties on unrecognized tax benefits | 23,000 | 0 | $ 0 |
Balance at December 31, 2017 | $ 522,000 | $ 499,000 | $ 499,000 |
Fair Value Measurement - Rollfo
Fair Value Measurement - Rollforward of Unobservable Reconciliations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Change in fair value of contingent consideration | $ 0 | $ 677 | $ 10,417 | |
Foreign exchange impact | $ (2,754) | $ (1,469) |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Estimated probability for contingent consideration payout | 100.00% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net (loss) income | $ (29,251) | $ (44,937) | $ (299) | $ (1,684) | $ (738) | $ 7,116 | $ 4,374 | $ 5,678 | |||
Denominator: | |||||||||||
Denominator for basic earnings per shareweighted-average shares outstanding (in shares) | 52,230 | 53,851 | 53,607 | ||||||||
Effect of dilutive securities: | |||||||||||
Employee stock options and restricted common shares (in shares) | 0 | 1,093 | 728 | ||||||||
Contingently issuable shares (in shares) | 0 | 0 | 125 | ||||||||
Denominator for dilutive earnings per share (in shares) | 52,230 | 54,944 | 54,460 | ||||||||
Basic earnings (loss) per share (in USD per share) | $ (0.56) | $ (0.87) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0.13 | $ 0.08 | $ 0.11 | $ (1.46) | $ 0.31 | $ 0.07 |
Diluted earnings (loss) per share (in USD per share) | $ (0.56) | $ (0.87) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0.13 | $ 0.08 | $ 0.10 | $ (1.46) | $ 0.30 | $ 0.07 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Shares excluded from EPS (in shares) | 1.1 | 3.8 |
Share Repurchase Program - Narr
Share Repurchase Program - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | May 04, 2017 | Feb. 12, 2015 | |
Equity [Abstract] | ||||
Authorized share repurchase | $ 30,000,000 | $ 20,000,000 | ||
Acquisition of treasury shares (in shares) | 2,667,732 | 1,121,928 | ||
Value of shares repurchased | $ 25,598,000 | $ 10,976,000 | ||
Cost per share acquired (in USD per share) | $ 9.60 | $ 9.78 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at December 31 (in shares) | 4,434 | 4,761 | 4,060 |
Granted (in shares) | 912 | 568 | 1,348 |
Exercised (in shares) | (662) | (428) | (420) |
Forfeitures (in shares) | (573) | (467) | (227) |
Outstanding at December 31 (in shares) | 4,111 | 4,434 | 4,761 |
Options vested (in shares) | 2,030 | 2,500 | 2,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding at December 31 (in USD per share) | $ 8.57 | $ 8.40 | $ 8.37 |
Granted (in USD per share) | 8.20 | 10.73 | 8.15 |
Exercised (in USD per share) | 5.33 | 7.85 | 6.27 |
Forfeited (in USD per share) | 11.21 | 10.39 | 10.20 |
Outstanding at December 31 (in USD per share) | 8.53 | $ 8.57 | $ 8.40 |
Options vested (in USD per share) | $ 8.68 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Outstanding at December 31 | $ 9,340 | $ 8,655 | $ 2,760 |
Granted | 0 | 0 | 0 |
Exercised | 967 | 1,300 | 4,455 |
Forfeited | 0 | 539 | 0 |
Outstanding at December 31 | 37 | $ 9,340 | $ 8,655 |
Options vested | $ 37 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Weighted Average Fair Value of Options Granted (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 912 | 568 | 1,348 |
Grant date fair value (USD per share) | $ 3.37 | $ 4.42 | $ 3.38 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 8.20 | 10.73 | 8.15 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (USD per share) | 9.49 | 11.47 | 9.20 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (USD per share) | $ 7.56 | $ 9.32 | $ 6.99 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Option Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 6 years 5 months | 6 years 6 months | 6 years 6 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 3.15% | 2.34% | 2.03% |
Volatility | 36.00% | 38.00% | 50.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.76% | 1.98% | 1.53% |
Volatility | 35.00% | 36.00% | 38.00% |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Schedule of Exercise Price Ranges (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 4,111 | 4,434 | 4,761 | 4,060 |
Options Outstanding - Weighted-Average Life | 6 years 5 months 23 days | |||
Outstanding outstanding (in USD per share) | $ 8.53 | $ 8.57 | $ 8.40 | $ 8.37 |
Options vested (in shares) | 2,030 | 2,500 | 2,500 | |
Options vested (in USD per share) | $ 8.68 | |||
$0.00 - $4.36 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 27 | |||
Options Outstanding - Weighted-Average Life | 1 month 24 days | |||
Outstanding outstanding (in USD per share) | $ 2.36 | |||
Options vested (in shares) | 27 | |||
Options vested (in USD per share) | $ 2.36 | |||
Exercise price, minimum (USD per share) | 0 | |||
Exercise price, maximum (USD per share) | $ 4.36 | |||
$4.37 - $7.95 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 2,145 | |||
Options Outstanding - Weighted-Average Life | 6 years 9 months 31 days | |||
Outstanding outstanding (in USD per share) | $ 7.19 | |||
Options vested (in shares) | 924 | |||
Options vested (in USD per share) | $ 6.82 | |||
Exercise price, minimum (USD per share) | 4.37 | |||
Exercise price, maximum (USD per share) | $ 7.95 | |||
$7.96 - $11.97 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 1,621 | |||
Options Outstanding - Weighted-Average Life | 6 years 7 months 36 days | |||
Outstanding outstanding (in USD per share) | $ 9.47 | |||
Options vested (in shares) | 762 | |||
Options vested (in USD per share) | $ 9.25 | |||
Exercise price, minimum (USD per share) | 7.96 | |||
Exercise price, maximum (USD per share) | $ 11.97 | |||
$11.98 - $15.05 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 318 | |||
Options Outstanding - Weighted-Average Life | 3 years 7 months 18 days | |||
Outstanding outstanding (in USD per share) | $ 13.28 | |||
Options vested (in shares) | 318 | |||
Options vested (in USD per share) | $ 13.28 | |||
Exercise price, minimum (USD per share) | 11.98 | |||
Exercise price, maximum (USD per share) | $ 15.05 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans - Restricted Stock Awards and Performance-Based Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested shares at December 31 (in shares) | 772,000 | 1,009,000 | 957,000 |
Granted (in shares) | 84,000 | 332,000 | 559,000 |
Vested and transferred to unrestricted common stock (in shares) | (341,000) | (403,000) | (429,000) |
Forfeited (in shares) | (68,000) | (166,000) | (78,000) |
Nonvested shares at December 31 (in shares) | 447,000 | 772,000 | 1,009,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested shares at December 31 (USD per share) | $ 8.98 | $ 7.92 | $ 7.66 |
Granted (USD per share) | 9.37 | 11 | 8.24 |
Vested and transferred to unrestricted common stock (USD per share) | 8.83 | 8.28 | 7.71 |
Forfeited (USD per share) | 9.29 | 8.51 | 8.04 |
Nonvested shares at December 31 (USD per share) | $ 9.13 | $ 8.98 | $ 7.92 |
Phantom Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Expense | $ (0.4) | $ 0.4 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested shares at December 31 (in shares) | 128,234 | 0 | |
Granted (in shares) | 186,784 | 151,822 | |
Forfeited (in shares) | (21,731) | (23,588) | |
Nonvested shares at December 31 (in shares) | 293,287 | 128,234 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested shares at December 31 (USD per share) | $ 11.10 | $ 0 | |
Granted (USD per share) | 7.36 | 11.10 | |
Forfeited (USD per share) | 11.10 | 11.10 | |
Nonvested shares at December 31 (USD per share) | $ 8.72 | $ 11.10 | $ 0 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 7.00% | ||
Minimum | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Minimum | Phantom Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 8.00% | ||
Maximum | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
Maximum | Phantom Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 586,574 |
Stock-Based Compensation Plan_7
Stock-Based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2006 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 5,302 | $ 6,820 | $ 5,572 | ||||
Additional stock-based compensation | $ 900 | ||||||
Term of award | 6 years 5 months | 6 years 6 months | 6 years 6 months | ||||
Options Outstanding - Weighted-Average Life | 6 years 5 months 23 days | ||||||
Options vested (in shares) | 2,030,000 | 2,500,000 | 2,500,000 | ||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 7.00% | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 8.00% | ||||||
Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 2,500 | $ 2,900 | $ 2,300 | ||||
Term of award | 10 years | ||||||
Weighted average remaining contractual life, vested | 6 years 5 months 23 days | ||||||
Weighted average remaining contractual life, exercisable | 4 years 7 months 11 days | ||||||
Share price (USD per share) | $ 3.74 | $ 10.03 | $ 9.98 | ||||
Unrecognized stock-based compensation on options | $ 4,900 | $ 5,000 | $ 7,400 | ||||
Period for recognition of compensation expense | 2 years 9 months | 2 years 5 months | 3 years 7 months | ||||
Stock Option | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 2,300 | $ 3,500 | $ 3,300 | ||||
Unrecognized stock-based compensation on options | $ 3,000 | $ 5,100 | $ 7,600 | ||||
Period for recognition of compensation expense | 2 years 2 months | 2 years 6 months | 2 years 7 months | ||||
Restricted Stock | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 1 year | ||||||
Restricted Stock | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 700 | ||||||
Unrecognized stock-based compensation on options | $ 3,500 | ||||||
Period for recognition of compensation expense | 2 years 12 months | ||||||
Phantom Share Units (PSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Expense | $ (400) | $ 400 | |||||
Phantom Share Units (PSUs) [Member] | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Target vesting percentage | 0.00% | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | ||||||
Phantom Share Units (PSUs) [Member] | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Target vesting percentage | 200.00% | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 586,574 | ||||||
2006 Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 2,900,000 | 1,035,000 | |||||
Additional shares authorized (in shares) | 10,750,000 | 7,850,000 | |||||
2006 Stock Incentive Plan | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares authorized (in shares) | 10,750,000 | ||||||
2006 Stock Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares authorized (in shares) | 11,785,000 |
Stock-Based Compensation Plan_8
Stock-Based Compensation Plans - Restricted Share Units (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested shares at December 31 (in shares) | shares | 0 |
Granted (in shares) | shares | 577 |
Vested and transferred to unrestricted common stock (in shares) | shares | (16) |
Forfeited (in shares) | shares | (9) |
Nonvested shares at December 31 (in shares) | shares | 552 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested shares at December 31 (USD per share) | $ / shares | $ 0 |
Granted (USD per share) | $ / shares | 7.74 |
Vested and transferred to unrestricted common stock (USD per share) | $ / shares | 7.75 |
Forfeited (USD per share) | $ / shares | 7.75 |
Nonvested shares at December 31 (USD per share) | $ / shares | $ 7.74 |
Benefit Plans (Details Textual)
Benefit Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Required period of service | 30 days | ||
Contribution to 401(k) | $ 0 | $ 1 | $ 1 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Arthur J.Gallagher & Co | |||
Related Party Transaction [Line Items] | |||
Print services | $ 1.6 | $ 1.9 | $ 1.9 |
Insurance and risk management services | (0.1) | 0.1 | $ 0.2 |
Related party receivable | 0.3 | 0.2 | |
Enova Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Print services | 10.1 | 0.1 | |
Related party receivable | $ 2 | $ 0.1 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Noncash or Part Noncash Acquisitions [Line Items] | |||
Interest | $ 7,149 | $ 4,072 | $ 4,338 |
Income taxes | 5,810 | 9,838 | 5,845 |
Total interest and income taxes paid | 12,959 | 13,910 | 10,183 |
Series of Business Acquisitions | Common Stock | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Buildings - Build to Suit Leases | 48,428 | 0 | 0 |
Repurchases of common stock | 0 | 91 | 0 |
Shares issued as payment of contingent consideration | 0 | 4,678 | 2,012 |
Total shares issued for acquisition and contingent consideration | $ 48,428 | $ 4,769 | $ 2,012 |
Business Segments - Revenue by
Business Segments - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | $ 1,121,551 | $ 1,138,361 | $ 1,094,402 | ||||||||
Revenue from other segments | 0 | 0 | 0 | ||||||||
Total revenue | $ 294,195 | $ 270,850 | $ 281,967 | $ 274,539 | $ 305,367 | $ 288,523 | $ 280,066 | $ 264,405 | 1,121,551 | 1,138,361 | 1,094,402 |
Adjusted EBITDA | 27,900 | 57,883 | 58,612 | ||||||||
Total assets | 622,676 | 649,638 | 622,676 | 649,638 | |||||||
North America | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | 777,426 | 780,511 | 736,140 | ||||||||
Revenue from other segments | 3,200 | 5,469 | 6,029 | ||||||||
Total revenue | 780,626 | 785,980 | 742,169 | ||||||||
Adjusted EBITDA | 61,780 | 74,230 | 68,434 | ||||||||
EMEA [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | 260,950 | 265,669 | 267,168 | ||||||||
Revenue from other segments | 9,500 | 13,444 | 13,070 | ||||||||
Total revenue | 270,450 | 279,113 | 280,238 | ||||||||
Adjusted EBITDA | 6,410 | 15,242 | 14,752 | ||||||||
Total assets | 160,322 | 171,086 | 160,322 | 171,086 | |||||||
LATAM SEF [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | 83,175 | 92,181 | 91,094 | ||||||||
Revenue from other segments | 217 | 1,693 | 4,456 | ||||||||
Total revenue | 83,392 | 93,874 | 95,550 | ||||||||
Adjusted EBITDA | 3,082 | 4,278 | 6,818 | ||||||||
Total assets | $ 43,028 | $ 57,235 | 43,028 | 57,235 | |||||||
Other (2) | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from third parties | 0 | 0 | 0 | ||||||||
Revenue from other segments | (12,917) | (20,606) | (23,555) | ||||||||
Total revenue | (12,917) | (20,606) | (23,555) | ||||||||
Adjusted EBITDA | $ (43,372) | $ (35,867) | $ (31,392) |
Business Segments - EBITDA and
Business Segments - EBITDA and Adjusted EBITDA (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||||||||||
Net (loss) income | $ (29,251) | $ (44,937) | $ (299) | $ (1,684) | $ (738) | $ 7,116 | $ 4,374 | $ 5,678 | ||||
Provision (benefit) for income tax | $ (461) | $ 11,288 | $ 10,834 | |||||||||
Depreciation, Depletion and Amortization, Nonproduction | (12,988) | (13,390) | (17,916) | |||||||||
Stock-based compensation | (5,302) | (6,820) | (5,572) | |||||||||
Change in fair value of contingent consideration liability | 0 | (677) | (10,417) | |||||||||
Inventory Write-down | (950) | 0 | 0 | |||||||||
Professional fees related to ASC 606 | (1,092) | (829) | 0 | |||||||||
Goodwill impairment charge | (27,900) | (46,319) | 0 | 0 | ||||||||
Impairment of Intangible Assets (Excluding Goodwill) | (18,121) | |||||||||||
Intangible asset impairment charges | $ (13,800) | $ (100) | (18,121) | 0 | (70) | |||||||
Restructuring charges | (6,031) | 0 | (5,615) | |||||||||
Senior leadership transition and other employee-related costs | (1,410) | 0 | 0 | |||||||||
Business Development | 0 | 715 | 0 | |||||||||
Secured asset reserve | $ (433) | $ 0 | $ 0 | |||||||||
Weighted Average Number of Shares Outstanding, Diluted | 52,230 | 54,944 | 54,460 | |||||||||
Professional fees related to ASC 606 implementation | $ 507 | $ 0 | $ 0 | |||||||||
Executive Succession Search Costs | (235) | (454) | 0 | |||||||||
professional fees related to restatement | (2,430) | 0 | 0 | |||||||||
Czech Koruna Appreciation Impact on Gross Profit | 0 | (860) | 0 | |||||||||
CEO search costs | 9,147 | 6,420 | 4,239 | |||||||||
Income (loss) before income taxes | (76,632) | 27,718 | 14,783 | |||||||||
Interest income | (218) | (97) | (86) | |||||||||
Interest expense | (7,749) | (4,729) | (4,171) | |||||||||
Other Nonoperating Income (Expense) | 1,616 | 1,788 | 154 | |||||||||
Adjusted EBITDA | 27,900 | 57,883 | 58,612 | |||||||||
Retained Earnings | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net (loss) income | $ (76,171) | $ 16,430 | $ 3,949 |
Business Segments - Narrative (
Business Segments - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | |
Segment Reporting [Abstract] | ||
Number of segments | segment | 3 | |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 82,933 | $ 36,714 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 31,100 | 21,800 |
International | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 14,900 | $ 51,800 |
Business Segments - Assets by G
Business Segments - Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | $ 82,933 | $ 36,714 |
Total assets | 622,676 | 649,638 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | 31,100 | 21,800 |
North America | ||
Segment Reporting Information [Line Items] | ||
Total assets | 399,288 | 401,415 |
International | ||
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | 14,900 | 51,800 |
Other Geographical Region | ||
Segment Reporting Information [Line Items] | ||
Total assets | 20,038 | 19,902 |
EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 160,322 | 171,086 |
LATAM SEF [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 43,028 | $ 57,235 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 294,195 | $ 270,850 | $ 281,967 | $ 274,539 | $ 305,367 | $ 288,523 | $ 280,066 | $ 264,405 | $ 1,121,551 | $ 1,138,361 | $ 1,094,402 |
Gross Profit | 60,118 | 64,042 | 64,871 | 66,067 | 68,787 | 71,921 | 70,046 | 64,704 | 255,098 | 275,458 | 262,564 |
(Loss) income from operations | (27,869) | (43,212) | 2,355 | 1,241 | 3,402 | 11,585 | 9,926 | 9,225 | $ (67,485) | $ 34,138 | $ 19,022 |
Net Income (Loss) Attributable to Parent | $ (29,251) | $ (44,937) | $ (299) | $ (1,684) | $ (738) | $ 7,116 | $ 4,374 | $ 5,678 | |||
Basic earnings (loss) per share (in USD per share) | $ (0.56) | $ (0.87) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0.13 | $ 0.08 | $ 0.11 | $ (1.46) | $ 0.31 | $ 0.07 |
Diluted earnings (loss) per share (in USD per share) | $ (0.56) | $ (0.87) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0.13 | $ 0.08 | $ 0.10 | $ (1.46) | $ 0.30 | $ 0.07 |
SCHEDULE II-VALUATION AND QUA_2
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 3,534 | $ 2,622 | $ 1,231 |
Charged to Expense | 3,601 | 454 | 2,171 |
(Uncollectible Accounts Written Off, Net of Recoveries) | 2,255 | (457) | (780) |
Balance at End of Period | $ 4,880 | $ 3,534 | $ 2,622 |