Delaware
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20-5997364
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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600 West Chicago Avenue, Suite 850, Chicago, IL 60654
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(312) 642-3700
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(Address of principal executive offices) (Zip Code)
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(Registrants’ telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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Nasdaq Global Market
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Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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(Do not check if a smaller
reporting company) |
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PART I
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Item 1.
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Business
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3
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Item 1A.
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Risk Factors
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9
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Item 1B.
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Unresolved Staff Comments
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14
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Item 2.
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Properties
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15
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Item 3.
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Legal Proceedings
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16
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Item 4.
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Mine Safety Disclosures
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16
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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17
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Item 6.
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Selected Financial Data
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19
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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20
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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33
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Item 8.
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Financial Statements and Supplementary Data
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34
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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86
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Item 9A.
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Controls and Procedures
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86
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Item 9B.
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Other Information
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87
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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88
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Item 11.
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Executive Compensation
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88
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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88
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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89
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Item 14.
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Principal Accountant Fees and Services
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89
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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90
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Signatures
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91
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2 | ||
Item 1.
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Business
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3 | ||
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•
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direct mail and other direct marketing materials;
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•
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basic business printing, including business forms, stationery and business cards;
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•
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promotional printing, which includes brochures, direct mail and catalogs;
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•
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publications, including magazines, books and directories;
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•
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bill of material printing, which consists of customized packaging, labels and other shipping materials;
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•
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promotional products, such as t-shirts, calendars and advertisements;
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•
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warehousing, pick and pack distribution and print on demand; and
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•
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multimedia, including CDs and DVDs.
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4 | ||
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•
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greatly increase the number of suppliers that our clients can efficiently access;
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•
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obtain favorable pricing and deliver high quality products and services for our clients; and
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•
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aggregate our purchasing power.
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•
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Customized order management. Our solution automatically generates customized data entry screens based on product type and guides the production manager to enter the required job specifications. For example, if a production manager selects “envelope” in the product field, the screen will automatically prompt the production manager to specify the size, paper type, window size and placement and display style.
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•
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Cost management. Our solution reconciles supplier invoices to executed print orders to ensure the supplier adhered to the pricing and other terms contained in the print order. In addition, it includes checks and balances that allow us to monitor important financial indicators relating to a print order, such as projected gross margin and significant job alterations.
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5 | ||
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•
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Standardized reporting. Our solution generates transaction reports that contain quote, supplier capability, price and customer service information regarding the print jobs the client has completed with us. These reports can be customized, sorted and searched based on a specified time period or the type of printed product, price or supplier. In addition, the reports give our clients insight into their print spend for each individual print job and on an enterprise-wide basis, which allows the client to track the amounts it spends on paper, print, productions and logistics.
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•
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Task-tracking. Our solution creates a work order checklist that sends e-mail reminders to our production managers regarding the time elapsed between certain milestones and the completion of specified deliverables. These automated notifications enable our production managers to focus on more critical aspects of the print process and eliminate delays.
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•
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Historical price baseline. Some of our larger clients provide us with pricing data for print jobs they completed before they began to use our solution. For these clients, our solution automatically compares our current price for a print job to the price obtained by the client for a comparable historical job, which enables us to demonstrate on an ongoing basis the cost savings we provide.
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direct mail pieces
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promotional products
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newsletters
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stickers
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brochures
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annual reports
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billboards
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bags
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catalogues
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Envelopes
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playing cards
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magnets
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point-of-purchase
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Labels
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binders
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warehousing
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Displays
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Calendars
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apparel
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pick and pack
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magazines
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Folders
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games
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distribution
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packaging
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gift cards
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stationery
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print on demand
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store fixtures
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Signage
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business and automobile wraps
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CDs/DVDs
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Posters
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postcards
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6 | ||
7 | ||
8 | ||
Item 1A.
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Risk Factors
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9 | ||
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•
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changes in economic and political conditions;
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•
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changes in and compliance with international and domestic laws and regulations, including anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act;
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•
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wars, civil unrest, acts of terrorism and other conflicts;
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•
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natural disasters;
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•
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compliance with and changes in tariffs, trade restrictions, trade agreements and taxations;
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•
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difficulties in managing or overseeing foreign operations;
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•
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limitations on the repatriation of funds because of foreign exchange controls;
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•
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political and economic corruption;
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•
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less developed and less predictable legal systems than those in the United States; and
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•
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intellectual property laws of countries which do not protect our intellectual property rights to the same extent as the laws of the United States.
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10 | ||
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•
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recruit, motivate and retain qualified account executives, production managers and management personnel;
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•
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preserve our culture, values and entrepreneurial environment;
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•
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develop and improve our internal administrative infrastructure and execution standards; and
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•
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maintain high levels of client satisfaction.
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11 | ||
12 | ||
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•
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fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
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•
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changes in market valuations of similar companies;
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•
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changes in economic and political conditions in the United States or abroad;
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•
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success of competitive products or services;
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•
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changes in our capital structure, such as future issuances of debt or equity securities;
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•
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announcements by us, our competitors, our clients or our suppliers of significant products or services, contracts, acquisitions or strategic alliances;
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•
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regulatory developments in the United States or foreign countries;
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•
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litigation involving our company, our general industry or both;
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•
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additions or departures of key personnel;
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•
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investors’ general perception of us; and
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•
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changes in general industry and market conditions.
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13 | ||
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•
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the demand for our print procurement solution;
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•
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the use of outsourced enterprise solutions;
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•
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clients’ business decisions regarding the quantities of printed products they purchase;
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•
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the number, timing and profitability of our print jobs, unanticipated contract terminations and print job postponements;
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•
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new product introductions and enhancements by our competitors;
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•
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changes in our pricing policies;
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•
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our ability to manage costs, including personnel costs; and
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•
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costs related to possible acquisitions of other businesses.
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Item 1B.
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Unresolved Staff Comments
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14 | ||
Item 2.
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Properties
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15 | ||
Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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16 | ||
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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High
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Low
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||
2012
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First Quarter
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$
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12.24
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$
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9.38
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Second Quarter
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$
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13.67
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$
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10.04
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Third Quarter
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$
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13.95
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$
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11.01
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Fourth Quarter
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$
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15.06
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$
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11.86
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2013
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First Quarter
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$
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15.80
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$
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12.00
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Second Quarter
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$
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15.16
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$
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9.35
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Third Quarter
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$
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12.29
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$
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9.75
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Fourth Quarter
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$
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10.46
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$
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5.54
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17 | ||
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Dec. 31, 2008
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Dec. 31, 2009
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Dec. 31, 2010
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Dec. 31, 2011
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Dec. 31, 2012
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Dec. 31, 2013
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INWK
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$
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100
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$
|
90
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$
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100
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$
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142
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$
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210
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$
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119
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NASDAQ Market Index
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$
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100
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$
|
144
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$
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168
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$
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165
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$
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191
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$
|
265
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Dow Jones Business Support Services Index
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$
|
100
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$
|
122
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$
|
135
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|
$
|
139
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|
$
|
176
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|
$
|
233
|
|
18 | ||
Item 6.
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Selected Financial Data
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Years ended December 31,
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|||||||||||||
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2009
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2010
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2011
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2012
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2013
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|||||
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(in thousands, except per share amounts)
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|
|||||||||||||
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(as restated)
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(as restated)
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Consolidated statements of operations data:
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Revenue
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$
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400,447
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$
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482,212
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$
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632,314
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$
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789,585
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$
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890,960
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Cost of goods sold
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|
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301,672
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366,200
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484,932
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|
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612,026
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688,934
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Gross profit
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|
|
98,775
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|
|
116,012
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|
|
147,382
|
|
|
177,559
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|
|
202,026
|
|
Selling, general and administrative expenses
|
|
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81,288
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|
|
91,796
|
|
|
115,818
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|
|
146,124
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|
|
183,443
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Depreciation and amortization
|
|
|
8,031
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|
|
9,009
|
|
|
10,172
|
|
|
10,790
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|
|
13,664
|
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Change in fair value of contingent consideration
|
|
|
-
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|
|
-
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|
|
(1,702)
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|
|
(27,689)
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|
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(31,331)
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|
Preference claim settlement charge
|
|
|
-
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|
|
-
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|
|
950
|
|
|
1,099
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|
|
-
|
|
VAT settlement charge
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,485
|
|
|
-
|
|
Goodwill impairment charge
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
37,908
|
|
Restructuring and other charges
|
|
|
-
|
|
|
-
|
|
|
-
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|
|
-
|
|
|
4,322
|
|
Income (loss) from operations
|
|
|
9,456
|
|
|
15,207
|
|
|
22,144
|
|
|
45,750
|
|
|
(5,980)
|
|
Gain on sale of investments
|
|
|
746
|
|
|
3,578
|
|
|
3,948
|
|
|
1,196
|
|
|
-
|
|
Interest income
|
|
|
412
|
|
|
151
|
|
|
182
|
|
|
66
|
|
|
76
|
|
Interest expense
|
|
|
(1,478)
|
|
|
(1,928)
|
|
|
(2,251)
|
|
|
(2,438)
|
|
|
(2,954)
|
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Other, net
|
|
|
(119)
|
|
|
(49)
|
|
|
-
|
|
|
94
|
|
|
(357)
|
|
Total other income (expense)
|
|
|
(439)
|
|
|
1,752
|
|
|
1,879
|
|
|
(1,082)
|
|
|
(3,235)
|
|
Income (loss) before income taxes
|
|
|
9,017
|
|
|
16,959
|
|
|
24,023
|
|
|
44,668
|
|
|
(9,215)
|
|
Income tax expense (benefit)
|
|
|
2,708
|
|
|
5,749
|
|
|
7,407
|
|
|
5,874
|
|
|
(556)
|
|
Net income (loss)
|
|
$
|
6,309
|
|
$
|
11,210
|
|
$
|
16,616
|
|
$
|
38,794
|
|
$
|
(8,659)
|
|
Net income (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.14
|
|
$
|
0.25
|
|
$
|
0.36
|
|
$
|
0.79
|
|
$
|
(0.17)
|
|
Diluted
|
|
$
|
0.13
|
|
$
|
0.24
|
|
$
|
0.34
|
|
$
|
0.76
|
|
$
|
(0.17)
|
|
Shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
45,535
|
|
|
45,704
|
|
|
46,428
|
|
|
48,811
|
|
|
50,875
|
|
Diluted
|
|
|
47,157
|
|
|
47,582
|
|
|
48,818
|
|
|
51,240
|
|
|
50,875
|
|
|
|
As of December 31,
|
|
|||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
(as restated)
|
|
(as restated)
|
|
|
|
|
||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,904
|
|
$
|
5,259
|
|
$
|
13,219
|
|
$
|
17,219
|
|
$
|
18,606
|
|
Working capital(1)
|
|
|
56,157
|
|
|
64,982
|
|
|
65,815
|
|
|
84,489
|
|
|
57,766
|
|
Total assets
|
|
|
267,158
|
|
|
279,925
|
|
|
457,653
|
|
|
514,780
|
|
|
614,667
|
|
Revolving credit facility(2)
|
|
|
46,385
|
|
|
47,400
|
|
|
60,000
|
|
|
65,000
|
|
|
69,000
|
|
Capital leases
|
|
|
137
|
|
|
28
|
|
|
65
|
|
|
-
|
|
|
-
|
|
Total stockholders’ equity
|
|
|
147,050
|
|
|
160,184
|
|
|
181,725
|
|
|
242,952
|
|
|
245,442
|
|
(1)
|
Working capital represents accounts receivable, unbilled revenue, inventories, prepaid expenses and other current assets, offset by accounts payable, accrued expenses and other current liabilities.
|
(2)
|
The Company entered into a Credit Agreement, dated as of August 2, 2010, subsequently amended most recently as of December 27, 2013 to fund acquisitions and for general working capital purposes.
|
19 | ||
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
20 | ||
21 | ||
22 | ||
23 | ||
24 | ||
|
|
Years ended December 31,
|
|
||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
(as restated)
|
|
(as restated)
|
|
|
|
Consolidated statements of income data:
|
|
|
|
|
|
|
|
Revenue
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Cost of goods sold
|
|
76.7
|
|
77.5
|
|
77.3
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
23.3
|
|
22.5
|
|
22.7
|
|
Selling, general and administrative expenses
|
|
18.3
|
|
18.5
|
|
20.6
|
|
Depreciation and amortization
|
|
1.6
|
|
1.4
|
|
1.5
|
|
Change in fair value of contingent consideration
|
|
(0.3)
|
|
(3.5)
|
|
(3.5)
|
|
Preference claim settlement charge
|
|
0.2
|
|
0.1
|
|
-
|
|
VAT settlement charge
|
|
-
|
|
0.2
|
|
-
|
|
Goodwill impairment charge
|
|
-
|
|
-
|
|
4.3
|
|
Restructuring and other charges
|
|
-
|
|
-
|
|
0.5
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
3.5
|
|
5.8
|
|
(0.7)
|
|
Other income (expense)
|
|
0.3
|
|
(0.1)
|
|
(0.4)
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
3.8
|
|
5.7
|
|
(1.0)
|
|
Income tax expense (benefit)
|
|
1.2
|
|
0.7
|
|
(0.1)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
2.6
|
%
|
4.9
|
%
|
(1.0)
|
%
|
|
|
Years ended December 31,
|
|
|||||||||||||||
|
|
2011
|
|
% of Total
|
|
|
2012
|
|
% of Total
|
|
|
2013
|
|
% of Total
|
|
|||
|
|
(dollars in thousands)
|
|
|||||||||||||||
|
|
(as restated)
|
|
(as restated)
|
|
|
(as restated)
|
|
(as restated)
|
|
|
|
|
|
|
|
||
North America
|
|
$
|
541,047
|
|
85.6
|
%
|
|
$
|
648,800
|
|
82.2
|
%
|
|
$
|
658,022
|
|
73.9
|
%
|
Latin America
|
|
|
42,979
|
|
6.8
|
|
|
|
59,200
|
|
7.5
|
|
|
|
89,286
|
|
10.0
|
|
EMEA
|
|
|
48,712
|
|
7.7
|
|
|
|
83,305
|
|
10.6
|
|
|
|
145,030
|
|
16.3
|
|
Other(1)
|
|
|
(424)
|
|
(0.1)
|
|
|
|
(1,720)
|
|
(0.2)
|
|
|
|
(1,378)
|
|
(0.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
632,314
|
|
100.0
|
%
|
|
$
|
789,585
|
|
100.0
|
%
|
|
$
|
890,960
|
|
100.0
|
%
|
(1)
|
“Other” consists of intersegment eliminations, shared service activities and unallocated corporate expenses.
|
25 | ||
26 | ||
27 | ||
28 | ||
|
|
Years ended December 31,
|
|
||||||||||||||||||
|
|
2011
|
|
% of Total
|
|
|
2012
|
|
% of Total
|
|
|
2013
|
|
% of Total
|
|
||||||
|
|
(dollars in thousands)
|
|
||||||||||||||||||
|
|
(as restated)
|
|
(as restated)
|
|
|
(as restated)
|
|
(as restated)
|
|
|
|
|
|
|
|
|
||||
North America
|
|
$
|
47,945
|
|
|
136.4
|
%
|
|
$
|
61,890
|
|
|
166.3
|
%
|
|
$
|
51,873
|
|
|
192.8
|
%
|
Latin America
|
|
|
1,497
|
|
|
4.3
|
|
|
|
1,745
|
|
|
4.7
|
|
|
|
3,098
|
|
|
11.5
|
|
EMEA
|
|
|
3,061
|
|
|
8.7
|
|
|
|
(2,664)
|
|
|
(7.2)
|
|
|
|
764
|
|
|
2.8
|
|
Other(1)
|
|
|
(17,365)
|
|
|
(49.4)
|
|
|
|
(23,754)
|
|
|
(63.8)
|
|
|
|
(28,834)
|
|
|
(107.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
35,138
|
|
|
100.0
|
%
|
|
$
|
37,217
|
|
|
100.0
|
%
|
|
$
|
26,901
|
|
|
100.0
|
%
|
(1)
|
“Other” consists of intersegment eliminations, shared service activities and corporate expenses which are not allocated to the operating segments as management does not consider them in evaluating segment performance.
|
29 | ||
|
|
|
Years ended December 31,
|
|
||||||
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
(dollars in thousands)
|
|
|||||||
|
|
(as restated)
|
|
(as restated)
|
|
|
|
|
||
Income (loss) from operations
|
|
$
|
22,144
|
|
$
|
45,749
|
|
$
|
(5,981)
|
|
Depreciation and amortization
|
|
|
10,172
|
|
|
10,791
|
|
|
13,664
|
|
Stock-based compensation expense
|
|
|
3,976
|
|
|
6,193
|
|
|
4,733
|
|
Change in fair value of contingent consideration
|
|
|
(1,702)
|
|
|
(27,689)
|
|
|
(31,330)
|
|
Preference claim charge
|
|
|
950
|
|
|
1,099
|
|
|
-
|
|
VAT settlement charge
|
|
|
-
|
|
|
1,485
|
|
|
-
|
|
Payments to former owner of Productions Graphics, net of cash recovered
|
|
|
(402)
|
|
|
(411)
|
|
|
2,624
|
|
Goodwill impairment charge
|
|
|
-
|
|
|
-
|
|
|
37,908
|
|
Restructuring and other charges
|
|
|
-
|
|
|
-
|
|
|
4,322
|
|
Legal fees in connection with patent infringement
|
|
|
-
|
|
|
-
|
|
|
961
|
|
Adjusted EBITDA
|
|
$
|
35,138
|
|
$
|
37,217
|
|
$
|
26,901
|
|
|
|
Three months ended
|
|
||||||||||||||||||||||
|
|
Mar. 31,
|
|
Jun. 30,
|
|
Sept. 30,
|
|
Dec. 31,
|
|
Mar. 31,
|
|
Jun. 30,
|
|
Sept. 30,
|
|
Dec. 31,
|
|
||||||||
|
|
2012
|
|
2012(1)
|
|
2012(2)
|
|
2012
|
|
2013(3)
|
|
2013(4)
|
|
2013(5)
|
|
2013
|
|
||||||||
|
|
(in thousands, except per share amounts)
|
|
||||||||||||||||||||||
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
|
|
||||||||
Revenue
|
|
$
|
187,576
|
|
$
|
201,321
|
|
$
|
198,844
|
|
$
|
201,844
|
|
$
|
204,577
|
|
$
|
210,876
|
|
$
|
232,630
|
|
$
|
242,877
|
|
Gross profit
|
|
|
40,707
|
|
|
47,797
|
|
|
45,957
|
|
|
43,098
|
|
|
46,350
|
|
|
48,177
|
|
|
53,181
|
|
|
54,318
|
|
Net income (loss)
|
|
|
4,430
|
|
|
3,773
|
|
|
4,303
|
|
|
26,287
|
|
|
(2,801)
|
|
|
3,675
|
|
|
(9,066)
|
|
|
(469)
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.09
|
|
$
|
0.08
|
|
$
|
0.09
|
|
$
|
0.53
|
|
$
|
(0.06)
|
|
$
|
0.07
|
|
$
|
(0.18)
|
|
$
|
(0.01)
|
|
Diluted
|
|
$
|
0.09
|
|
$
|
0.07
|
|
$
|
0.08
|
|
$
|
0.51
|
|
$
|
(0.06)
|
|
$
|
0.07
|
|
$
|
(0.18)
|
|
$
|
(0.01)
|
|
(1)
|
The Company made acquisitions during the second quarter of 2012 which were not material to the Company’s operations. Financial results for these acquisitions are included in the Consolidated Financial Statements beginning in April 2012.
|
(2)
|
The Company made acquisitions during the second quarter of 2012 which were not material to the Company’s operations. Financial results for these acquisitions are included in the Consolidated Financial Statements beginning in August 2012.
|
(3)
|
The Company acquired DB Studios, Inc. in March 2013. Financial results for this acquisition are included in the Consolidated Financial Statements beginning in March 2013.
|
(4)
|
The Company made acquisitions during the second quarter of 2013 which were not material to the Company’s operations. Financial results for these acquisitions are included in the Consolidated Financial Statements beginning at the respective acquisition dates.
|
(5)
|
The Company acquired U.S. and international businesses of EYELEVEL in July 2013 as well as one other company which was not material to the Company’s operations. Financial results for these acquisitions are included in the Consolidated Financial Statements beginning at the respective acquisition dates.
|
30 | ||
31 | ||
|
|
Payments due by period
|
|
||||||||
|
|
Total
|
|
Less than 1
year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
|
|
|
(in thousands)
|
|
||||||||
Accounts payable
|
|
166,155
|
|
166,155
|
|
-
|
|
-
|
|
-
|
|
Operating lease obligations
|
|
28,393
|
|
7,180
|
|
11,392
|
|
5,387
|
|
4,434
|
|
Revolving credit facility
|
|
69,000
|
|
-
|
|
69,000
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
263,548
|
|
173,335
|
|
80,392
|
|
5,387
|
|
4,434
|
|
32 | ||
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
33 | ||
Item 8.
|
Financial Statements and Supplementary Data
|
INNERWORKINGS, INC.:
|
|
|
|
Management’s Assessment of Internal Control over Financial Reporting
|
35
|
Report of Independent Registered Public Accounting Firm
|
36
|
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
|
37
|
Consolidated Statements of Operations
|
38
|
Consolidated Statements of Comprehensive Income (Loss)
|
39
|
Consolidated Balance Sheets
|
40
|
Consolidated Statements of Stockholders’ Equity
|
41
|
Consolidated Statements of Cash Flows
|
42
|
Notes To Consolidated Financial Statements
|
43
|
34 | ||
i. | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
ii. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
iii. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
35 | ||
36 | ||
37 | ||
|
|
Years Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(as restated)
|
|
(as restated)
|
|
|
|
|
||
Revenue
|
|
$
|
632,313,722
|
|
$
|
789,585,041
|
|
$
|
890,959,963
|
|
Cost of goods sold
|
|
|
484,931,838
|
|
|
612,026,494
|
|
|
688,933,899
|
|
Gross profit
|
|
|
147,381,884
|
|
|
177,558,547
|
|
|
202,026,064
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
115,818,065
|
|
|
146,123,614
|
|
|
183,443,438
|
|
Depreciation and amortization
|
|
|
10,171,758
|
|
|
10,790,452
|
|
|
13,663,859
|
|
Change in fair value of contingent consideration
|
|
|
(1,701,529)
|
|
|
(27,688,774)
|
|
|
(31,330,567)
|
|
Preference claim settlement charge
|
|
|
950,000
|
|
|
1,099,386
|
|
|
-
|
|
VAT settlement charge
|
|
|
-
|
|
|
1,485,088
|
|
|
-
|
|
Goodwill impairment charge
|
|
|
-
|
|
|
-
|
|
|
37,908,000
|
|
Restructuring and other charges
|
|
|
-
|
|
|
-
|
|
|
4,321,862
|
|
Income (loss) from operations
|
|
|
22,143,590
|
|
|
45,748,781
|
|
|
(5,980,528)
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of investment
|
|
|
3,948,082
|
|
|
1,196,196
|
|
|
-
|
|
Interest income
|
|
|
182,050
|
|
|
66,489
|
|
|
75,931
|
|
Interest expense
|
|
|
(2,251,010)
|
|
|
(2,438,234)
|
|
|
(2,954,339)
|
|
Other, net
|
|
|
-
|
|
|
94,411
|
|
|
(357,341)
|
|
Total other income (expense)
|
|
|
1,879,122
|
|
|
(1,081,138)
|
|
|
(3,235,749)
|
|
Income (loss) before taxes
|
|
|
24,022,712
|
|
|
44,667,643
|
|
|
(9,216,277)
|
|
Income tax expense (benefit)
|
|
|
7,406,686
|
|
|
5,873,621
|
|
|
(555,928)
|
|
Net income (loss)
|
|
$
|
16,616,026
|
|
$
|
38,794,022
|
|
$
|
(8,660,349)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
0.36
|
|
$
|
0.79
|
|
$
|
(0.17)
|
|
Diluted earnings (loss) per share
|
|
$
|
0.34
|
|
$
|
0.76
|
|
$
|
(0.17)
|
|
38 | ||
|
|
Years Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(as restated)
|
|
(as restated)
|
|
|
|
|
||
Net income (loss)
|
|
$
|
16,616,026
|
|
$
|
38,794,022
|
|
$
|
(8,660,349)
|
|
Other comprehensive income (loss), before tax
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(540,032)
|
|
|
676,272
|
|
|
2,505,417
|
|
Unrealized gains on marketable securities
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the period
|
|
|
807,557
|
|
|
85,958
|
|
|
317
|
|
Less: Reclassification adjustments for gains included in net income
|
|
|
(3,909,678)
|
|
|
(1,196,196)
|
|
|
(2,518)
|
|
Unrealized losses on marketable securities, net
|
|
|
(3,102,121)
|
|
|
(1,110,238)
|
|
|
(2,201)
|
|
Other comprehensive income (loss), before tax
|
|
|
(3,642,153)
|
|
|
(433,966)
|
|
|
2,503,216
|
|
Income tax benefit related to components of other comprehensive loss
|
|
|
976,103
|
|
|
438,556
|
|
|
863
|
|
Other comprehensive income (loss), net of tax
|
|
|
(2,666,050)
|
|
|
4,590
|
|
|
2,504,079
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
13,949,976
|
|
$
|
38,798,612
|
|
$
|
(6,156,270)
|
|
39 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(as restated)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
17,218,899
|
|
$
|
18,606,030
|
|
Accounts receivable, net of allowance for doubtful accounts of $1,553,926 and $2,128,790, respectively
|
|
|
142,104,621
|
|
|
173,569,905
|
|
Unbilled revenue
|
|
|
30,798,230
|
|
|
25,746,546
|
|
Inventories
|
|
|
18,362,282
|
|
|
26,473,732
|
|
Prepaid expenses
|
|
|
16,028,013
|
|
|
11,746,965
|
|
Deferred income taxes
|
|
|
1,513,414
|
|
|
1,119,333
|
|
Other current assets
|
|
|
21,247,531
|
|
|
22,408,692
|
|
Total current assets
|
|
|
247,272,990
|
|
|
279,671,203
|
|
Property and equipment, net
|
|
|
17,078,384
|
|
|
23,724,750
|
|
Intangibles and other assets:
|
|
|
|
|
|
|
|
Goodwill
|
|
|
212,796,422
|
|
|
251,228,698
|
|
Intangible assets, net of accumulated amortization of $18,195,508 and $25,270,793, respectively
|
|
|
36,396,865
|
|
|
56,575,534
|
|
Deferred income taxes
|
|
|
413,244
|
|
|
2,319,515
|
|
Other assets
|
|
|
822,275
|
|
|
1,147,078
|
|
|
|
|
250,428,806
|
|
|
311,270,825
|
|
Total assets
|
|
$
|
514,780,180
|
|
$
|
614,666,778
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
122,367,817
|
|
$
|
166,154,959
|
|
Current portion of contingent consideration
|
|
|
7,795,489
|
|
|
16,718,516
|
|
Due to seller
|
|
|
3,000,000
|
|
|
-
|
|
Other liabilities
|
|
|
6,793,796
|
|
|
15,818,791
|
|
Accrued expenses
|
|
|
14,890,150
|
|
|
20,206,268
|
|
Total current liabilities
|
|
|
154,847,252
|
|
|
218,898,534
|
|
Revolving credit facility
|
|
|
65,000,000
|
|
|
69,000,000
|
|
Deferred income taxes
|
|
|
3,961,281
|
|
|
9,061,535
|
|
Contingent consideration, net of current portion
|
|
|
46,702,335
|
|
|
70,613,945
|
|
Other long-term liabilities
|
|
|
1,317,255
|
|
|
1,651,190
|
|
Total liabilities
|
|
|
271,828,123
|
|
|
369,225,204
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Common stock, par value $0.0001 per share, 200,000,000 and 200,000,000 shares authorized, 60,735,561 and 61,395,494 shares issued, 50,200,098 and 51,282,185 shares outstanding, respectively
|
|
|
6,074
|
|
|
6,140
|
|
Additional paid-in capital
|
|
|
198,117,936
|
|
|
202,042,296
|
|
Treasury stock at cost, 10,535,463 and 10,113,309 shares, respectively
|
|
|
(67,071,323)
|
|
|
(62,312,101)
|
|
Accumulated other comprehensive income
|
|
|
272,921
|
|
|
2,777,000
|
|
Retained earnings
|
|
|
111,626,449
|
|
|
102,928,239
|
|
Total stockholders' equity
|
|
|
242,952,057
|
|
|
245,441,574
|
|
Total liabilities and stockholders' equity
|
|
$
|
514,780,180
|
|
$
|
614,666,778
|
|
40 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
Comprehensive
|
|
Retained
|
|
|
|
|
|||
|
|
Shares
|
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Paid-in-Capital
|
|
Income (Loss)
|
|
Earnings
|
|
Total
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010 (as restated)
|
|
57,269,604
|
|
$
|
5,727
|
|
11,177,313
|
|
$
|
(74,307,200)
|
|
$
|
174,532,285
|
|
$
|
2,934,381
|
|
$
|
57,018,933
|
|
$
|
160,184,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,616,026
|
|
|
16,616,026
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(540,032)
|
|
|
|
|
|
(540,032)
|
|
Change in unrealized gain on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,126,018)
|
|
|
|
|
|
(2,126,018)
|
|
Total other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,666,050)
|
|
|
|
|
|
(2,666,050)
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,949,976
|
|
Issuance of common stock upon exercise of stock awards
|
|
633,814
|
|
|
63
|
|
|
|
|
|
|
|
354,521
|
|
|
|
|
|
|
|
|
354,584
|
|
Issuance of treasury shares as consideration for acquisition
|
|
|
|
|
|
|
(271,906)
|
|
|
3,065,253
|
|
|
(200,028)
|
|
|
|
|
|
(629,830)
|
|
|
2,235,395
|
|
Excess tax benefit derived from stock award exercises
|
|
|
|
|
|
|
|
|
|
|
|
|
1,024,538
|
|
|
|
|
|
|
|
|
1,024,538
|
|
Stock based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
3,976,187
|
|
|
|
|
|
|
|
|
3,976,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011 (as restated)
|
|
57,903,418
|
|
|
5,790
|
|
10,905,407
|
|
|
(71,241,947)
|
|
|
179,687,503
|
|
|
268,331
|
|
|
73,005,129
|
|
|
181,724,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,794,022
|
|
|
38,794,022
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
676,272
|
|
|
|
|
|
676,272
|
|
Change in unrealized gain on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(671,682)
|
|
|
|
|
|
(671,682)
|
|
Total other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,590
|
|
|
|
|
|
4,590
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,798,612
|
|
Issuance of common stock upon exercise of stock awards
|
|
2,832,143
|
|
|
284
|
|
|
|
|
|
|
|
5,445,056
|
|
|
|
|
|
|
|
|
5,445,340
|
|
Issuance of treasury shares as consideration for acquisition
|
|
|
|
|
|
|
(369,944)
|
|
|
4,170,624
|
|
|
145,768
|
|
|
|
|
|
(172,702)
|
|
|
4,143,690
|
|
Excess tax benefit derived from stock award exercises
|
|
|
|
|
|
|
|
|
|
|
|
|
6,646,739
|
|
|
|
|
|
|
|
|
6,646,739
|
|
Stock based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
6,192,870
|
|
|
|
|
|
|
|
|
6,192,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012 (as restated)
|
|
60,735,561
|
|
|
6,074
|
|
10,535,463
|
|
|
(67,071,323)
|
|
|
198,117,936
|
|
|
272,921
|
|
|
111,626,449
|
|
|
242,952,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,660,349)
|
|
|
(8,660,349)
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,505,417
|
|
|
|
|
|
2,505,417
|
|
Change in unrealized gain on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,338)
|
|
|
|
|
|
(1,338)
|
|
Total other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,504,079
|
|
|
|
|
|
2,504,079
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,156,270)
|
|
Issuance of common stock upon exercise of stock awards
|
|
659,933
|
|
|
66
|
|
|
|
|
|
|
|
1,594,299
|
|
|
|
|
|
|
|
|
1,594,365
|
|
Issuance of treasury shares as consideration for acquisition
|
|
|
|
|
|
|
(422,154)
|
|
|
4,759,222
|
|
|
490,522
|
|
|
|
|
|
(37,861)
|
|
|
5,211,883
|
|
Excess tax benefit derived from stock award exercises
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,893,492)
|
|
|
|
|
|
|
|
|
(2,893,492)
|
|
Stock based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
4,733,031
|
|
|
|
|
|
|
|
|
4,733,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
61,395,494
|
|
$
|
6,140
|
|
10,113,309
|
|
$
|
(62,312,101)
|
|
$
|
202,042,296
|
|
$
|
2,777,000
|
|
$
|
102,928,239
|
|
$
|
245,441,574
|
|
41 | ||
|
|
Years Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
(as restated)
|
|
|
(as restated)
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
16,616,026
|
|
$
|
38,794,022
|
|
$
|
(8,660,349)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
10,171,758
|
|
|
10,790,452
|
|
|
13,663,859
|
|
Stock-based compensation expense
|
|
|
3,976,187
|
|
|
6,192,870
|
|
|
4,733,031
|
|
Deferred income taxes
|
|
|
749,876
|
|
|
(995,218)
|
|
|
(652,395)
|
|
Gain on sale of investment
|
|
|
(3,948,082)
|
|
|
(1,196,196)
|
|
|
-
|
|
Bad debt provision
|
|
|
2,414,710
|
|
|
1,681,942
|
|
|
1,285,326
|
|
Excess tax benefit from exercise of stock awards
|
|
|
(1,144,344)
|
|
|
(6,666,884)
|
|
|
2,618,779
|
|
Change in fair value of contingent consideration liability
|
|
|
(1,701,529)
|
|
|
(27,688,774)
|
|
|
(31,330,567)
|
|
Goodwill impairment charge
|
|
|
-
|
|
|
-
|
|
|
37,908,000
|
|
Reduction of prepaid commissions
|
|
|
-
|
|
|
-
|
|
|
3,939,974
|
|
Other operating activities
|
|
|
255,949
|
|
|
533,842
|
|
|
238,778
|
|
Change in assets, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable and unbilled revenue
|
|
|
(25,406,527)
|
|
|
(14,846,005)
|
|
|
(4,843,040)
|
|
Inventories
|
|
|
(2,854,634)
|
|
|
(3,089,909)
|
|
|
(1,383,994)
|
|
Prepaid expenses and other
|
|
|
(2,635,853)
|
|
|
(13,077,541)
|
|
|
2,331,672
|
|
Change in liabilities, net of acquisitons:
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
27,451,575
|
|
|
14,818,713
|
|
|
29,642,545
|
|
Accrued expenses and other
|
|
|
3,885,424
|
|
|
4,160,421
|
|
|
(12,120,684)
|
|
Net cash provided by operating activities
|
|
|
27,830,536
|
|
|
9,411,735
|
|
|
37,370,935
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(8,182,832)
|
|
|
(11,823,646)
|
|
|
(12,226,083)
|
|
Payments for acquisitions, net of cash acquired
|
|
|
(14,782,797)
|
|
|
(1,127,954)
|
|
|
(19,300,864)
|
|
Payments to seller for acquisitions closed prior to 2009
|
|
|
(12,247,533)
|
|
|
(3,000,000)
|
|
|
-
|
|
Proceeds from sale of marketable securities
|
|
|
3,952,172
|
|
|
1,213,501
|
|
|
-
|
|
Other investing activities
|
|
|
-
|
|
|
31,566
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(31,260,990)
|
|
|
(14,706,533)
|
|
|
(31,526,947)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Net borrowings from revolving credit facility and short-term debt
|
|
|
12,600,000
|
|
|
5,000,000
|
|
|
4,000,000
|
|
Payments of contingent consideration
|
|
|
(2,314,362)
|
|
|
(7,178,407)
|
|
|
(7,297,803)
|
|
Proceeds from exercise of stock options
|
|
|
354,584
|
|
|
5,458,981
|
|
|
2,005,114
|
|
Excess tax benefit from exercise of stock awards
|
|
|
1,144,345
|
|
|
6,666,884
|
|
|
(2,618,779)
|
|
Payment of debt issuance costs
|
|
|
-
|
|
|
(356,700)
|
|
|
(325,240)
|
|
Other financing activities
|
|
|
(31,217)
|
|
|
(7,270)
|
|
|
(410,750)
|
|
Net cash provided by (used in) financing activites
|
|
|
11,753,350
|
|
|
9,583,488
|
|
|
(4,647,458)
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(362,783)
|
|
|
(289,176)
|
|
|
190,601
|
|
Increase in cash and cash equivalents
|
|
|
7,960,113
|
|
|
3,999,514
|
|
|
1,387,131
|
|
Cash and cash equivalents, beginning of period
|
|
|
5,259,272
|
|
|
13,219,385
|
|
|
17,218,899
|
|
Cash and cash equivalents, end of period
|
|
$
|
13,219,385
|
|
$
|
17,218,899
|
|
$
|
18,606,030
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
1,995,060
|
|
$
|
2,229,525
|
|
$
|
2,414,527
|
|
Cash paid for income taxes
|
|
|
4,068,966
|
|
|
4,208,970
|
|
|
811,108
|
|
42 | ||
1.
|
Description of the Business
|
2.
|
Summary of Significant Accounting Policies
|
43 | ||
2.
|
Summary of Significant Accounting Policies (Continued)
|
Computer equipment
|
|
3 years
|
|
Software
|
|
3 to 6 years
|
|
Office equipment
|
|
5 years
|
|
Furniture and fixtures
|
|
7 years
|
|
44 | ||
2.
|
Summary of Significant Accounting Policies (Continued)
|
45 | ||
2.
|
Summary of Significant Accounting Policies (Continued)
|
|
|
|
|
|
|
Unrealized holding
|
|
|
Total accumulated
|
|
|
|
|
|
|
|
gains on available-
|
|
|
other comprehensive
|
|
|
|
|
Foreign currency
|
|
|
for-sale securities
|
|
|
income
|
|
Balance at December 31, 2011 (as restated)
|
|
$
|
(404,689)
|
|
$
|
673,020
|
|
$
|
268,331
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before reclassifications
|
|
|
676,272
|
|
|
55,605
|
|
|
731,877
|
|
Amounts reclassified from AOCI
|
|
|
-
|
|
|
(727,287)
|
|
|
(727,287)
|
|
Net current-period other comprehensive income
|
|
|
676,272
|
|
|
(671,682)
|
|
|
4,590
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012 (as restated)
|
|
|
271,583
|
|
|
1,338
|
|
|
272,921
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before reclassifications
|
|
|
2,505,417
|
|
|
-
|
|
|
2,505,417
|
|
Amounts reclassified from AOCI
|
|
|
|
|
|
(1,338)
|
|
|
(1,338)
|
|
Net current-period other comprehensive income
|
|
|
2,505,417
|
|
|
(1,338)
|
|
|
2,504,079
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
$
|
2,777,000
|
|
$
|
-
|
|
$
|
2,777,000
|
|
46 | ||
3.
|
Acquisitions
|
|
|
Year ended December 31,
|
|
||||
|
|
|
2012
|
|
|
2013
|
|
Revenue
|
|
$
|
830,934,575
|
|
$
|
917,322,482
|
|
Gross profit
|
|
|
187,265,538
|
|
|
210,932,557
|
|
Net income (loss)
|
|
|
42,665,326
|
|
|
(5,212,310)
|
|
|
|
|
DB Studios
|
|
|
EYELEVEL
|
|
|
Other
|
|
|
Total
|
|
Cash
|
|
$
|
6,459,609
|
|
$
|
13,505,356
|
|
$
|
5,458,377
|
|
$
|
25,423,342
|
|
Common stock
|
|
|
-
|
|
|
-
|
|
|
2,488,842
|
|
|
2,488,842
|
|
Contingent consideration
|
|
|
35,999,651
|
|
|
20,900,000
|
|
|
11,266,023
|
|
|
68,165,674
|
|
Total consideration transferred
|
|
$
|
42,459,260
|
|
$
|
34,405,356
|
|
$
|
19,213,242
|
|
$
|
96,077,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
9,282
|
|
$
|
5,312,275
|
|
$
|
918,235
|
|
$
|
6,239,792
|
|
Accounts receivable
|
|
|
2,046,573
|
|
|
6,338,627
|
|
|
6,465,435
|
|
|
14,850,635
|
|
Inventories
|
|
|
62,433
|
|
|
6,380,145
|
|
|
1,182,206
|
|
|
7,624,784
|
|
Other assets
|
|
|
1,282,088
|
|
|
2,313,739
|
|
|
236,670
|
|
|
3,832,497
|
|
Customer lists
|
|
|
3,176,075
|
|
|
19,300,000
|
|
|
3,984,960
|
|
|
26,461,035
|
|
Goodwill
|
|
|
39,568,534
|
|
|
18,657,659
|
|
|
14,376,601
|
|
|
72,602,794
|
|
Accounts payable
|
|
|
(1,376,071)
|
|
|
(8,095,760)
|
|
|
(5,336,623)
|
|
|
(14,808,454)
|
|
Other current liabilities
|
|
|
(1,064,696)
|
|
|
(10,617,336)
|
|
|
(1,769,085)
|
|
|
(13,451,117)
|
|
Deferred income taxes
|
|
|
(1,244,958)
|
|
|
(5,183,993)
|
|
|
(845,157)
|
|
|
(7,274,108)
|
|
Total identifiable net assets and goodwill
|
|
$
|
42,459,260
|
|
$
|
34,405,356
|
|
$
|
19,213,242
|
|
$
|
96,077,858
|
|
47 | ||
3.
|
Acquisitions (Continued)
|
|
|
|
Cash
|
|
|
Common Stock
|
|
|
Total
|
|
2014
|
|
$
|
5,194,140
|
|
$
|
57,210,778
|
|
$
|
62,404,918
|
|
2015
|
|
|
13,490,680
|
|
|
21,937,168
|
|
|
35,427,848
|
|
2016
|
|
|
33,244,890
|
|
|
30,489,870
|
|
|
63,734,760
|
|
2017
|
|
|
-
|
|
|
21,977,240
|
|
|
21,977,240
|
|
|
|
$
|
51,929,710
|
|
$
|
131,615,056
|
|
$
|
183,544,766
|
|
48 | ||
4.
|
Goodwill
|
|
|
|
North America
|
|
|
Latin America
|
|
|
EMEA
|
|
|
Total
|
|
Balance as of December 31, 2011 (as restated)
|
|
$
|
115,895,946
|
|
$
|
9,481,056
|
|
$
|
70,850,079
|
|
$
|
196,227,081
|
|
Goodwill acquired related to 2012 acquisitions
|
|
|
3,262,280
|
|
|
-
|
|
|
10,181,937
|
|
|
13,444,217
|
|
Finalization of purchase accounting for prior year acquisitions
|
|
|
-
|
|
|
175,361
|
|
|
1,665,573
|
|
|
1,840,934
|
|
Foreign exchange impact
|
|
|
4,509
|
|
|
-
|
|
|
1,279,681
|
|
|
1,284,190
|
|
Balance as of December 31, 2012 (as restated)
|
|
|
119,162,735
|
|
|
9,656,417
|
|
|
83,977,270
|
|
|
212,796,422
|
|
Goodwill acquired related to 2013 acquisitions
|
|
|
52,025,837
|
|
|
-
|
|
|
20,576,957
|
|
|
72,602,794
|
|
Finalization of purchase accounting for prior year acquisitions
|
|
|
(34,120)
|
|
|
218,819
|
|
|
(40,940)
|
|
|
143,759
|
|
Impairment charge
|
|
|
-
|
|
|
-
|
|
|
(37,908,000)
|
|
|
(37,908,000)
|
|
Foreign exchange impact
|
|
|
(59,876)
|
|
|
-
|
|
|
3,653,599
|
|
|
3,593,723
|
|
Balance as of December 31, 2013
|
|
$
|
171,094,576
|
|
$
|
9,875,236
|
|
$
|
70,258,886
|
|
$
|
251,228,698
|
|
5.
|
Other Intangible Assets
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
Average Life
|
|
|
|
Customer lists
|
|
$
|
50,008,913
|
|
$
|
77,244,427
|
|
13.8
|
|
years
|
|
Noncompete agreements
|
|
|
1,077,349
|
|
|
1,077,349
|
|
3.9
|
|
years
|
|
Trade names
|
|
|
3,467,655
|
|
|
3,467,655
|
|
12.4
|
|
years
|
|
Patents
|
|
|
38,456
|
|
|
56,896
|
|
9.0
|
|
years
|
|
|
|
|
54,592,373
|
|
|
81,846,327
|
|
|
|
|
|
Less accumulated amortization
|
|
|
(18,195,508)
|
|
|
(25,270,793)
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
36,396,865
|
|
$
|
56,575,534
|
|
|
|
|
|
49 | ||
5.
|
Other Intangible Assets (Continued)
|
2014
|
|
$
|
7,308,111
|
|
2015
|
|
|
6,606,179
|
|
2016
|
|
|
6,151,448
|
|
2017
|
|
|
5,699,472
|
|
2018
|
|
|
5,172,887
|
|
Thereafter
|
|
|
25,637,437
|
|
|
|
$
|
56,575,534
|
|
6.
|
Restructuring Activities and Other Charges
|
|
|
|
North America
|
|
|
EMEA
|
|
|
Total
|
|
Employee terminations and other benefits
|
|
$
|
2,745,373
|
|
$
|
260,407
|
|
$
|
3,005,780
|
|
Cash payments
|
|
|
(121,482)
|
|
|
(260,407)
|
|
|
(381,889)
|
|
Write-off of prepaid commissions balance (1)
|
|
|
(2,623,891)
|
|
|
-
|
|
|
(2,623,891)
|
|
Accrued restructuring costs as of December 31, 2013
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
(1)
|
Prepaid commission balances represent cash paid to our account executives in advance of commissions earned and is recorded in prepaid expenses on the balance sheet. For employees who had a balance and were affected by the restructuring actions, which primarily includes Small and Medium Business (“SMB”) account executives, the Company included these balances as part of the severance paid to these individuals.
|
50 | ||
7.
|
Property and Equipment
|
|
|
|
2012
|
|
|
2013
|
|
Computer equipment
|
|
$
|
5,427,019
|
|
$
|
7,889,630
|
|
Software, including internal use software
|
|
|
31,571,109
|
|
|
41,987,111
|
|
Office equipment and furniture
|
|
|
3,584,174
|
|
|
2,136,168
|
|
Leasehold improvements
|
|
|
1,848,177
|
|
|
1,468,841
|
|
|
|
|
42,430,479
|
|
|
53,481,750
|
|
Less accumulated depreciation
|
|
|
(25,352,095)
|
|
|
(29,757,000)
|
|
|
|
$
|
17,078,384
|
|
$
|
23,724,750
|
|
8.
|
Revolving Credit Facility
|
51 | ||
9.
|
Transactions Involving Former Owner of Productions Graphics
|
10.
|
Commitments and Contingencies
|
|
|
Operating
Leases |
|
|
2014
|
|
$
|
7,179,871
|
|
2015
|
|
|
6,498,031
|
|
2016
|
|
|
4,894,071
|
|
2017
|
|
|
3,224,377
|
|
2018
|
|
|
2,162,612
|
|
Thereafter
|
|
|
4,434,475
|
|
Total minimum lease payments
|
|
$
|
28,393,437
|
|
52 | ||
10.
|
Commitments and Contingencies (Continued)
|
53 | ||
10.
|
Commitments and Contingencies (Continued)
|
11.
|
Income Taxes
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(as restated)
|
|
(as restated)
|
|
|
|
|
||
Current
|
|
|
|
|
|
|
|
|
||
Federal
|
|
$
|
4,582,235
|
|
$
|
5,364,247
|
|
$
|
(1,803,191)
|
|
State
|
|
|
515,584
|
|
|
703,380
|
|
|
(316,367)
|
|
Foreign
|
|
|
1,558,991
|
|
|
801,212
|
|
|
2,216,025
|
|
Total current
|
|
|
6,656,810
|
|
|
6,868,839
|
|
|
96,467
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
741,346
|
|
|
1,494,274
|
|
|
2,823,798
|
|
State
|
|
|
459,475
|
|
|
206,125
|
|
|
449,424
|
|
Foreign
|
|
|
(450,945)
|
|
|
(2,695,617)
|
|
|
(3,925,617)
|
|
Total deferred
|
|
|
749,876
|
|
|
(995,218)
|
|
|
(652,395)
|
|
Income tax expense (benefit)
|
|
$
|
7,406,686
|
|
$
|
5,873,621
|
|
$
|
(555,928)
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
(as restated)
|
|
|
(as restated)
|
|
|
|
|
Tax expense at U.S. federal income tax rate
|
|
$
|
8,407,946
|
|
$
|
15,633,675
|
|
$
|
(3,225,697)
|
|
State income taxes, net of federal income tax effect
|
|
|
814,996
|
|
|
747,802
|
|
|
204,687
|
|
Effect of non-US operations
|
|
|
(821,547)
|
|
|
(1,294,217)
|
|
|
(644,353)
|
|
Foreign valuation allowances
|
|
|
-
|
|
|
-
|
|
|
607,467
|
|
Nontaxable contingent liability fair value changes and goodwill impairment
|
|
|
(543,900)
|
|
|
(8,737,329)
|
|
|
3,827,806
|
|
Research and development credit
|
|
|
(200,568)
|
|
|
-
|
|
|
(1,046,430)
|
|
199 Domestic production activities deduction
|
|
|
(109,171)
|
|
|
(141,376)
|
|
|
-
|
|
Nondeductible (benefit) and other
|
|
|
(141,070)
|
|
|
(334,935)
|
|
|
(279,408)
|
|
Income tax expense (benefit)
|
|
$
|
7,406,686
|
|
$
|
5,873,620
|
|
$
|
(555,928)
|
|
54 | ||
11.
|
Income Taxes (Continued)
|
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(as restated)
|
|
|
|
|
|
Current deferred tax assets:
|
|
|
|
|
|
|
|
Reserves and allowances
|
|
$
|
1,481,809
|
|
$
|
1,452,133
|
|
Other
|
|
|
104,216
|
|
|
19,561
|
|
Total current deferred tax assets
|
|
|
1,586,025
|
|
|
1,471,694
|
|
Noncurrent deferred tax assets:
|
|
|
|
|
|
|
|
Income tax basis in excess of financial statement basis in intangible assets
|
|
|
6,981,503
|
|
|
6,140,517
|
|
Stock options
|
|
|
3,429,601
|
|
|
3,974,354
|
|
Net operating loss carryforward
|
|
|
923,504
|
|
|
10,002,615
|
|
Tax credit carryforwards
|
|
|
107,111
|
|
|
1,353,589
|
|
Other
|
|
|
22,385
|
|
|
46,303
|
|
|
|
|
11,464,104
|
|
|
21,517,378
|
|
Valuation allowance
|
|
|
(144,964)
|
|
|
(762,123)
|
|
Total noncurrent deferred tax assets
|
|
|
11,319,140
|
|
|
20,755,255
|
|
Total deferred tax assets
|
|
|
12,905,165
|
|
|
22,226,949
|
|
|
|
|
|
|
|
|
|
Total current deferred tax liability:
|
|
|
|
|
|
|
|
Prepaid & other expenses
|
|
|
(71,751)
|
|
|
(352,361)
|
|
Unrealized gain on available for sale securities
|
|
|
(860)
|
|
|
-
|
|
Total current deferred tax liability
|
|
|
(72,611)
|
|
|
(352,361)
|
|
Noncurrent deferred tax liabilities:
|
|
|
|
|
|
|
|
Fixed assets
|
|
|
(2,312,584)
|
|
|
(5,085,865)
|
|
Intangible assets
|
|
|
(12,502,896)
|
|
|
(22,411,410)
|
|
Other
|
|
|
(51,697)
|
|
|
-
|
|
Total noncurrent deferred tax liabilities
|
|
|
(14,867,177)
|
|
|
(27,497,275)
|
|
Total deferred tax liabilities
|
|
|
(14,939,788)
|
|
|
(27,849,636)
|
|
Net deferred tax liability
|
|
$
|
(2,034,623)
|
|
$
|
(5,622,687)
|
|
|
|
|
|
|
|
|
|
Net current deferred tax asset
|
|
$
|
1,513,414
|
|
$
|
1,119,333
|
|
Net noncurrent deferred tax liability
|
|
|
(3,548,037)
|
|
|
(6,742,020)
|
|
Net deferred tax liability
|
|
$
|
(2,034,623)
|
|
$
|
(5,622,687)
|
|
55 | ||
11.
|
Income Taxes (Continued)
|
56 | ||
12.
|
Fair Value Measurement
|
|
•
|
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.
|
|
|
|
|
|
Quoted Prices in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for
|
|
Significant Other
|
|
Significant
|
|
|||
|
|
Total Fair Value
|
|
Identical Assets
|
|
Observable Inputs
|
|
Unobservable Inputs
|
|
||||
At December 31, 2012
|
|
Measurement
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||
Money market funds(1)
|
|
$
|
667,045
|
|
$
|
667,045
|
|
$
|
-
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration (as restated)
|
|
$
|
(54,497,824)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(54,497,824)
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for
|
|
Significant Other
|
|
Significant
|
|
|||
|
|
Total Fair Value
|
|
Identical Assets
|
|
Observable Inputs
|
|
Unobservable Inputs
|
|
||||
At December 31, 2013
|
|
Measurement
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds(1)
|
|
$
|
667,122
|
|
$
|
667,122
|
|
$
|
-
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$
|
(87,332,461)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(87,332,461)
|
|
|
(1)
|
Included in cash and cash equivalents on the balance sheet.
|
57 | ||
12.
|
Fair Value Measurement (Continued)
|
|
|
Fair Value Measurements at
|
|
|
|
|
Reporting Date Using
|
|
|
|
|
Significant Unobservable Inputs
|
|
|
|
|
(Level 3)
|
|
|
|
|
Contingent Consideration
|
|
|
Balance at December 31, 2011 (as restated)
|
|
$
|
(77,729,672)
|
|
Contingent consideration from 2012 acquisitions
|
|
|
(10,419,881)
|
|
Contingent consideration payments paid in cash
|
|
|
4,178,407
|
|
Contingent consideration payments paid in stock
|
|
|
165,138
|
|
Reclassified to Due to seller
|
|
|
3,000,000
|
|
Change in fair value (1)
|
|
|
27,688,774
|
|
Foreign exchange impact (2)
|
|
|
(1,380,590)
|
|
|
|
|
|
|
Balance as of December 31, 2012 (as restated)
|
|
|
(54,497,824)
|
|
Contingent consideration from 2013 acquisitions
|
|
|
(68,165,674)
|
|
Contingent consideration payments paid in cash
|
|
|
4,297,803
|
|
Contingent consideration payments paid in stock
|
|
|
614,216
|
|
Change in fair value (1)
|
|
|
31,330,567
|
|
Foreign exchange impact (2)
|
|
|
(911,549)
|
|
|
|
|
|
|
Balance as of December 31, 2013
|
|
$
|
(87,332,461)
|
|
|
(1)
|
Adjustments to original contingent consideration obligations recorded were the result of using revised financial forecasts and updated fair value measurements. These changes are recognized within selling, general and administrative expenses on the consolidated statements of income.
|
|
|||
|
|
|
|
|||
|
|
(2)
|
Changes in the contingent consideration liability which are caused by foreign exchange rate fluctuations are recognized in other comprehensive income.
|
|||
|
|
|
|
|
|
|
58 | ||
13.
|
Earnings Per Share
|
|
|
Years Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
(as restated)
|
|
|
(as restated)
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
16,616,026
|
|
$
|
38,794,022
|
|
$
|
(8,660,349)
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per shareweighted-average shares
|
|
|
46,428,443
|
|
|
48,811,218
|
|
|
50,875,131
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
Employee stock options and restricted common shares
|
|
|
2,352,584
|
|
|
2,411,260
|
|
|
-
|
|
Contingently issuable shares
|
|
|
36,603
|
|
|
17,598
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for dilutive earnings per share
|
|
|
48,817,630
|
|
|
51,240,076
|
|
|
50,875,131
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.36
|
|
$
|
0.79
|
|
$
|
(0.17)
|
|
Diluted earnings per share
|
|
$
|
0.34
|
|
$
|
0.76
|
|
$
|
(0.17)
|
|
14.
|
Stock-Based Compensation Plans
|
59 | ||
14.
|
Stock-Based Compensation Plans (Continued)
|
|
|
Outstanding
|
|
Weighted-Average
|
|
Aggregate
|
|
||
|
|
Options
|
|
Exercise Price
|
|
Intrinsic Value
|
|
||
Outstanding at December 31, 2010
|
|
5,343,637
|
|
$
|
4.33
|
|
$
|
16,638,131
|
|
Granted
|
|
917,552
|
|
|
8.05
|
|
|
-
|
|
Exercised
|
|
(298,770)
|
|
|
1.18
|
|
|
2,301,618
|
|
Forfeited
|
|
(11,938)
|
|
|
10.23
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011
|
|
5,950,481
|
|
|
5.07
|
|
|
28,048,306
|
|
Granted
|
|
538,933
|
|
|
12.15
|
|
|
-
|
|
Exercised
|
|
(2,474,713)
|
|
|
2.23
|
|
|
23,936,039
|
|
Forfeited
|
|
(93,519)
|
|
|
7.35
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012
|
|
3,921,182
|
|
|
7.80
|
|
|
23,767,012
|
|
Granted
|
|
226,971
|
|
|
14.60
|
|
|
-
|
|
Exercised
|
|
(415,480)
|
|
|
4.83
|
|
|
3,190,219
|
|
Forfeited
|
|
(179,139)
|
|
|
8.97
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
3,553,534
|
|
$
|
8.52
|
|
$
|
4,778,565
|
|
|
|
|
|
|
|
|
|
|
|
Options vested at December 31, 2013
|
|
2,569,366
|
|
$
|
7.63
|
|
$
|
4,579,822
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
Options Granted
|
|
Fair Value
|
|
Exercise Prices
|
|
||
2011
|
|
917,552
|
|
$
|
4.10
|
|
$
|
6.36 - $8.66
|
|
2012
|
|
538,933
|
|
|
5.99
|
|
$
|
11.97 - $14.39
|
|
2013
|
|
226,971
|
|
|
5.58
|
|
$
|
10.76 - $15.05
|
|
60 | ||
14.
|
Stock-Based Compensation Plans (Continued)
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
Dividend yield
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Risk-free interest rate
|
|
1.33%-2.90
|
%
|
|
1.03%-1.67
|
%
|
|
1.32%-1.41
|
%
|
|
Expected life
|
|
7 years
|
|
|
6-7 years
|
|
|
6 years
|
|
|
Volatility
|
|
47.5
|
%
|
|
38.0%-47.5
|
%
|
|
38.0
|
%
|
|
Options Outstanding
|
|
Options Vested
|
|
||||||||||
|
|
|
|
|
|
Weighted-
|
|
|
|
Weighted-
|
|
||
|
|
Number
|
|
Weighted-
|
|
Average
|
|
Number
|
|
Average
|
|
||
Exercise Price
|
|
Outstanding
|
|
Average Life
|
|
Exercise Price
|
|
Exercisable
|
|
Exercise Price
|
|
||
$0.65 - $4.92
|
|
780,258
|
|
2.43
|
|
$
|
3.63
|
|
774,640
|
|
$
|
3.63
|
|
$5.19 - $7.86
|
|
1,024,824
|
|
5.75
|
|
|
6.31
|
|
845,106
|
|
|
6.19
|
|
$8.07 - $11.97
|
|
654,980
|
|
7.35
|
|
|
9.35
|
|
330,665
|
|
|
9.23
|
|
$12.10 - $16.41
|
|
1,093,472
|
|
6.46
|
|
|
13.59
|
|
618,955
|
|
|
13.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,553,534
|
|
5.54
|
|
$
|
8.52
|
|
2,569,366
|
|
$
|
7.63
|
|
61 | ||
14.
|
Stock-Based Compensation Plans (Continued)
|
|
|
Outstanding
Restricted Common Shares |
|
Weighed-
Average Grant- Date Fair Value |
|
|
Nonvested Restricted Common Shares at December 31, 2010
|
|
690,377
|
|
$
|
6.72
|
|
Granted
|
|
490,074
|
|
|
8.09
|
|
Vested and transferred to unrestricted common stock
|
|
(368,879)
|
|
|
6.93
|
|
Forfeited
|
|
(27,756)
|
|
|
5.71
|
|
|
|
|
|
|
|
|
Nonvested Restricted Common Shares at December 31, 2011
|
|
783,816
|
|
|
7.52
|
|
Granted
|
|
306,296
|
|
|
11.92
|
|
Vested and transferred to unrestricted common stock
|
|
(362,116)
|
|
|
8.86
|
|
Forfeited
|
|
(35,864)
|
|
|
7.02
|
|
|
|
|
|
|
|
|
Nonvested Restricted Common Shares at December 31, 2012
|
|
692,132
|
|
|
8.95
|
|
Granted
|
|
448,158
|
|
|
11.46
|
|
Vested and transferred to unrestricted common stock
|
|
(278,461)
|
|
|
9.22
|
|
Forfeited
|
|
(127,279)
|
|
|
8.56
|
|
|
|
|
|
|
|
|
Nonvested Restricted Common Shares at December 31, 2013
|
|
734,550
|
|
$
|
10.45
|
|
15.
|
Benefit Plans
|
16.
|
Related Party Transactions
|
62 | ||
16.
|
Related Party Transactions (Continued)
|
17.
|
Business Segments
|
63 | ||
17.
|
Business Segments (Continued)
|
|
|
|
North America
|
|
|
Latin America
|
|
|
EMEA
|
|
|
Other
|
|
|
Total
|
|
Fiscal 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from third parties
|
|
$
|
657,989
|
|
$
|
88,016
|
|
$
|
144,955
|
|
$
|
-
|
|
$
|
890,960
|
|
Net revenues from other segments
|
|
|
33
|
|
|
1,270
|
|
|
75
|
|
|
(1,378)
|
|
|
-
|
|
Total net revenues
|
|
|
658,022
|
|
|
89,286
|
|
|
145,030
|
|
|
(1,378)
|
|
|
890,960
|
|
Adjusted EBITDA (1)
|
|
|
51,873
|
|
|
3,098
|
|
|
764
|
|
|
(28,834)
|
|
|
26,901
|
|
Total assets
|
|
|
431,562
|
|
|
29,841
|
|
|
119,531
|
|
|
33,733
|
|
|
614,667
|
|
Fiscal 2012 (as restated):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from third parties
|
|
|
648,732
|
|
|
57,575
|
|
|
83,278
|
|
|
-
|
|
|
789,585
|
|
Net revenues from other segments
|
|
|
68
|
|
|
1,625
|
|
|
27
|
|
|
(1,720)
|
|
|
-
|
|
Total net revenues
|
|
|
648,800
|
|
|
59,200
|
|
|
83,305
|
|
|
(1,720)
|
|
|
789,585
|
|
Adjusted EBITDA (1)
|
|
|
61,890
|
|
|
1,745
|
|
|
(2,664)
|
|
|
(23,754)
|
|
|
37,217
|
|
Total assets
|
|
|
330,159
|
|
|
23,219
|
|
|
139,466
|
|
|
21,936
|
|
|
514,780
|
|
Fiscal 2011 (as restated):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from third parties
|
|
|
541,036
|
|
|
42,979
|
|
|
48,299
|
|
|
-
|
|
|
632,314
|
|
Net revenues from other segments
|
|
|
11
|
|
|
-
|
|
|
413
|
|
|
(424)
|
|
|
-
|
|
Total net revenues
|
|
|
541,047
|
|
|
42,979
|
|
|
48,712
|
|
|
(424)
|
|
|
632,314
|
|
Adjusted EBITDA (1)
|
|
|
47,945
|
|
|
1,497
|
|
|
3,061
|
|
|
(17,365)
|
|
|
35,138
|
|
Total assets
|
|
|
322,460
|
|
|
18,785
|
|
|
108,633
|
|
|
10,405
|
|
|
460,283
|
|
(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 impairment charges, restructuring and other charges and legal fees from patent infringement defense, 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.
|
64 | ||
17.
|
Business Segments (Continued)
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
|
(as restated)
|
|
|
(as restated)
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
35,138
|
|
$
|
37,217
|
|
$
|
26,901
|
|
Depreciation and amortization
|
|
|
(10,172)
|
|
|
(10,791)
|
|
|
(13,664)
|
|
Stock-based compensation
|
|
|
(3,976)
|
|
|
(6,193)
|
|
|
(4,733)
|
|
Change in fair value of contingent consideration
|
|
|
1,702
|
|
|
27,689
|
|
|
31,331
|
|
Preference claim charge
|
|
|
(950)
|
|
|
(1,099)
|
|
|
-
|
|
VAT settlement charge
|
|
|
-
|
|
|
(1,485)
|
|
|
-
|
|
Payments to former owner of Productions Graphics, net of cash recovered
|
|
|
402
|
|
|
411
|
|
|
(2,624)
|
|
Goodwill impairment charge
|
|
|
-
|
|
|
-
|
|
|
(37,908)
|
|
Restructuring and other charges
|
|
|
-
|
|
|
-
|
|
|
(4,322)
|
|
Legal fees in connection with patent infringement
|
|
|
-
|
|
|
-
|
|
|
(961)
|
|
Total other income (expense)
|
|
|
1,879
|
|
|
(1,081)
|
|
|
(3,236)
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$
|
24,023
|
|
$
|
44,668
|
|
$
|
(9,216)
|
|
65 | ||
18.
|
Quarterly Financial Data (Unaudited)
|
|
|
Year Ended December 31, 2013
|
|
||||||||||
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
|
Quarter(1)
|
|
|
Quarter(2)
|
|
|
Quarter(3)
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share data)
|
|
||||||||||
|
|
|
(as restated)
|
|
|
(as restated)
|
|
|
(as restated)
|
|
|
|
|
Revenue
|
|
$
|
204,577
|
|
$
|
210,876
|
|
$
|
232,630
|
|
$
|
242,877
|
|
Gross profit
|
|
|
46,350
|
|
|
48,177
|
|
|
53,181
|
|
|
54,318
|
|
Net income (loss)
|
|
|
(2,801)
|
|
|
3,675
|
|
|
(9,066)
|
|
|
(469)
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.06)
|
|
$
|
0.07
|
|
$
|
(0.18)
|
|
$
|
(0.01)
|
|
Diluted
|
|
$
|
(0.06)
|
|
$
|
0.07
|
|
$
|
(0.18)
|
|
$
|
(0.01)
|
|
(1)
|
The Company acquired DB Studios, Inc. in March 2013. Financial results for this acquisition are included in the Consolidated Financial Statements beginning in March 2013.
|
(2)
|
The Company made acquisitions during the second quarter of 2013 which were not material to the Company’s operations. Financial results for these acquisitions are included in the Consolidated Financial Statements beginning at the respective acquisition dates.
|
(3)
|
The Company acquired U.S. and international businesses of EYELEVEL in July 2013 as well as one other company which was not material to the Company’s operations. Financial results for these acquisitions are included in the Consolidated Financial Statements beginning at the respective acquisition dates.
|
|
|
Year Ended December 31, 2012
|
|
||||||||||
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
|
Quarter
|
|
|
Quarter(1)
|
|
|
Quarter(2)
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share data)
|
|
||||||||||
|
|
|
(as restated)
|
|
|
(as restated)
|
|
|
(as restated)
|
|
|
(as restated)
|
|
Revenue
|
|
$
|
187,576
|
|
$
|
201,321
|
|
$
|
198,844
|
|
$
|
201,844
|
|
Gross profit
|
|
|
40,707
|
|
|
47,797
|
|
|
45,957
|
|
|
43,098
|
|
Net income
|
|
|
4,430
|
|
|
3,773
|
|
|
4,303
|
|
|
26,287
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.09
|
|
$
|
0.08
|
|
$
|
0.09
|
|
$
|
0.53
|
|
Diluted
|
|
$
|
0.09
|
|
$
|
0.07
|
|
$
|
0.08
|
|
$
|
0.51
|
|
(1)
|
The Company made acquisitions during the second quarter of 2012 which were not material to the Company’s operations. Financial results for these acquisitions are included in the Consolidated Financial Statements beginning in April 2012.
|
(2)
|
The Company made acquisitions during the second quarter of 2012 which were not material to the Company’s operations. Financial results for these acquisitions are included in the Consolidated Financial Statements beginning in August 2012.
|
66 | ||
19.
|
Restatement of Prior Period Financial Statements
|
|
⋅
|
reversed the revenue and associated accounts receivable recognized in connection with the Transactions in the years ended December 31, 2011 of $1.8 million and 2012 of $7.2 million;
|
|
⋅
|
recorded the cash received by the Company in connection with the Transactions in the years ended December 31, 2011 of $0.4 million, 2012 of $2.0 million and 2013 of $5.1 million as a reduction of selling, general and administrative expense;
|
|
⋅
|
because the reversal of the revenue recognized in connection with the Transactions means the applicable earn-out targets were not achieved and the Company’s calculations of the fair value of contingent consideration was not performed correctly:
|
|
-
|
the amount due under the contingent consideration liability decreased as of December 31, 2011 by $1.5 million (for the effect of not reaching the 2011 earn-out target), resulting in income related to the change in the fair value of the contingent consideration of $1.5 million;
|
|
-
|
the amount due under the contingent consideration liability decreased as of December 31, 2012 by $25.0 million (including the effect of not reaching the 2012 earn-out target and not earning the associated $7.8 million earn-out payment and revisions to the estimated future earn-out targets of $17.2 million), resulting in income related to the change in the fair value of the contingent consideration; and
|
|
-
|
recorded the amounts of the earn-out payments when they were paid to the former owner of Productions Graphics in 2012 of $1.5 million and 2013 of $7.8 million as selling, general and administrative expense;
|
|
⋅
|
recorded the income tax effects of the corrections described above.
|
67 | ||
19.
|
Restatement of Prior Period Financial Statements (Continued)
|
|
|
|
|
|
Adjustments
|
|
|
|
|
||||
|
|
|
|
Productions
|
|
|
|
|
|
|
|||
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||
Year Ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
633,846,120
|
|
$
|
(1,852,243)
|
|
$
|
319,845
|
|
$
|
632,313,722
|
|
Cost of goods sold
|
|
|
484,483,592
|
|
|
165,516
|
|
|
282,730
|
|
|
484,931,838
|
|
Gross profit
|
|
|
149,362,528
|
|
|
(2,017,759)
|
|
|
37,115
|
|
|
147,381,884
|
|
Selling, general and administrative expenses
|
|
|
115,771,805
|
|
|
(401,740)
|
|
|
448,000
|
|
|
115,818,065
|
|
Change in fair value of contingent consideration
|
|
|
(147,529)
|
|
|
(1,554,000)
|
|
|
-
|
|
|
(1,701,529)
|
|
Income from operations
|
|
|
22,616,494
|
|
|
(62,019)
|
|
|
(410,885)
|
|
|
22,143,590
|
|
Income before taxes
|
|
|
24,495,616
|
|
|
(62,019)
|
|
|
(410,885)
|
|
|
24,022,712
|
|
Income tax expense
|
|
|
8,102,609
|
|
|
(534,856)
|
|
|
(161,067)
|
|
|
7,406,686
|
|
Net income
|
|
|
16,393,007
|
|
|
472,837
|
|
|
(249,818)
|
|
|
16,616,026
|
|
Basic earnings per share
|
|
|
0.35
|
|
|
0.01
|
|
|
-
|
|
|
0.36
|
|
Diluted earnings per share
|
|
|
0.34
|
|
|
0.01
|
|
|
(0.01)
|
|
|
0.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
797,698,870
|
|
$
|
(7,793,984)
|
|
$
|
(319,845)
|
|
$
|
789,585,041
|
|
Cost of goods sold
|
|
|
612,275,393
|
|
|
33,831
|
|
|
(282,730)
|
|
|
612,026,494
|
|
Gross profit
|
|
|
185,423,477
|
|
|
(7,827,815)
|
|
|
(37,115)
|
|
|
177,558,547
|
|
Selling, general and administrative expenses
|
|
|
146,357,262
|
|
|
(250,688)
|
|
|
17,040
|
|
|
146,123,614
|
|
Change in fair value of contingent consideration
|
|
|
(2,724,978)
|
|
|
(24,963,796)
|
|
|
-
|
|
|
(27,688,774)
|
|
Income from operations
|
|
|
28,416,267
|
|
|
17,386,669
|
|
|
(54,155)
|
|
|
45,748,781
|
|
Income before taxes
|
|
|
27,335,129
|
|
|
17,386,669
|
|
|
(54,155)
|
|
|
44,667,643
|
|
Income tax expense
|
|
|
8,223,241
|
|
|
(2,328,391)
|
|
|
(21,229)
|
|
|
5,873,621
|
|
Net income
|
|
|
19,111,888
|
|
|
19,715,060
|
|
|
(32,926)
|
|
|
38,794,022
|
|
Basic earnings per share
|
|
|
0.39
|
|
|
0.40
|
|
|
-
|
|
|
0.79
|
|
Diluted earnings per share
|
|
|
0.37
|
|
|
0.38
|
|
|
-
|
|
|
0.76
|
|
68 | ||
19.
|
Restatement of Prior Period Financial Statements (Continued)
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|||
|
|
|
|
|
Productions
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||
Year Ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
16,393,007
|
|
$
|
472,837
|
|
$
|
(249,818)
|
|
$
|
16,616,026
|
|
Comprehensive income
|
|
|
13,726,957
|
|
|
472,837
|
|
|
(249,818)
|
|
|
13,949,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
19,111,888
|
|
$
|
19,715,060
|
|
$
|
(32,926)
|
|
$
|
38,794,022
|
|
Foreign currency translation adjustments
|
|
|
608,813
|
|
|
67,459
|
|
|
-
|
|
|
676,272
|
|
Other comprehensive income (loss), before tax
|
|
|
(501,425)
|
|
|
67,459
|
|
|
-
|
|
|
(433,966)
|
|
Other comprehensive income (loss), net of tax
|
|
|
(62,869)
|
|
|
67,459
|
|
|
-
|
|
|
4,590
|
|
Comprehensive income
|
|
|
19,049,019
|
|
|
19,782,519
|
|
|
(32,926)
|
|
|
38,798,612
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
||||
|
|
As Reported
|
|
Productions
Graphics |
|
Other
|
|
As Restated
|
|
||||
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
$
|
149,246,568
|
|
$
|
(7,141,947)
|
|
$
|
-
|
|
$
|
142,104,621
|
|
Inventories
|
|
|
17,406,863
|
|
|
-
|
|
|
955,419
|
|
|
18,362,282
|
|
Prepaid expenses
|
|
|
16,210,053
|
|
|
-
|
|
|
(182,040)
|
|
|
16,028,013
|
|
Other current assets
|
|
|
21,051,907
|
|
|
-
|
|
|
195,624
|
|
|
21,247,531
|
|
Total current assets
|
|
|
253,445,934
|
|
|
(7,141,947)
|
|
|
969,003
|
|
|
247,272,990
|
|
Goodwill
|
|
|
214,086,880
|
|
|
-
|
|
|
(1,290,458)
|
|
|
212,796,422
|
|
Total intangibles and other assets
|
|
|
251,719,264
|
|
|
-
|
|
|
(1,290,458)
|
|
|
250,428,806
|
|
Total assets
|
|
|
522,243,582
|
|
|
(7,141,947)
|
|
|
(321,455)
|
|
|
514,780,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
121,132,051
|
|
$
|
199,347
|
|
$
|
1,036,419
|
|
$
|
122,367,817
|
|
Due to seller
|
|
|
10,796,850
|
|
|
(7,796,850)
|
|
|
-
|
|
|
3,000,000
|
|
Other liabilities
|
|
|
8,111,051
|
|
|
-
|
|
|
(1,317,255)
|
|
|
6,793,796
|
|
Accrued expenses
|
|
|
17,558,675
|
|
|
(2,632,853)
|
|
|
(35,672)
|
|
|
14,890,150
|
|
Total current liabilities
|
|
|
165,394,116
|
|
|
(10,230,357)
|
|
|
(316,507)
|
|
|
154,847,252
|
|
Deferred income taxes
|
|
|
5,000,740
|
|
|
-
|
|
|
(1,039,459)
|
|
|
3,961,281
|
|
Contingent consideration, net of current portion
|
|
|
63,869,281
|
|
|
(17,166,946)
|
|
|
-
|
|
|
46,702,335
|
|
Other long-term liabilities
|
|
|
-
|
|
|
-
|
|
|
1,317,255
|
|
|
1,317,255
|
|
Total liabilities
|
|
|
299,264,137
|
|
|
(27,397,303)
|
|
|
(38,711)
|
|
|
271,828,123
|
|
Accumulated other comprehensive income
|
|
|
205,462
|
|
|
67,459
|
|
|
-
|
|
|
272,921
|
|
Retained earnings
|
|
|
91,721,296
|
|
|
20,187,897
|
|
|
(282,744)
|
|
|
111,626,449
|
|
Total stockholders' equity
|
|
|
222,979,445
|
|
|
20,255,356
|
|
|
(282,744)
|
|
|
242,952,057
|
|
Total liabilities and stockholders' equity
|
|
|
522,243,582
|
|
|
(7,141,947)
|
|
|
(321,455)
|
|
|
514,780,180
|
|
69 | ||
19.
|
Restatement of Prior Period Financial Statements (Continued)
|
|
|
|
|
|
Adjustments
|
|
|
|
|
||||
|
|
As Reported
|
|
Productions
Graphics |
|
Other
|
|
As Restated
|
|
||||
Year Ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
16,393,007
|
|
$
|
472,837
|
|
$
|
(249,818)
|
|
$
|
16,616,026
|
|
Deferred income taxes
|
|
|
1,228,443
|
|
|
-
|
|
|
(478,567)
|
|
|
749,876
|
|
Change in fair value of contingent consideration
liability |
|
|
(147,529)
|
|
|
(1,554,000)
|
|
|
-
|
|
|
(1,701,529)
|
|
Accounts receivable and unbilled revenue
|
|
|
(24,785,185)
|
|
|
1,450,503
|
|
|
(2,071,845)
|
|
|
(25,406,527)
|
|
Inventories
|
|
|
(3,326,116)
|
|
|
-
|
|
|
471,482
|
|
|
(2,854,634)
|
|
Prepaid expenses and other
|
|
|
(2,715,853)
|
|
|
-
|
|
|
80,000
|
|
|
(2,635,853)
|
|
Accounts payable
|
|
|
25,432,811
|
|
|
165,516
|
|
|
1,853,248
|
|
|
27,451,575
|
|
Accrued expenses and other
|
|
|
4,024,780
|
|
|
(534,856)
|
|
|
395,500
|
|
|
3,885,424
|
|
Net cash provided by operating activities
|
|
|
27,830,536
|
|
|
-
|
|
|
-
|
|
|
27,830,536
|
|
Payments for acquisitions, net of cash acquired
|
|
|
(17,097,159)
|
|
|
2,314,362
|
|
|
-
|
|
|
(14,782,797)
|
|
Net cash used in investing activities
|
|
|
(33,575,352)
|
|
|
2,314,362
|
|
|
-
|
|
|
(31,260,990)
|
|
Payments of contingent consideration
|
|
|
-
|
|
|
(2,314,362)
|
|
|
-
|
|
|
(2,314,362)
|
|
Net cash provided by financing activites
|
|
|
14,067,712
|
|
|
(2,314,362)
|
|
|
-
|
|
|
11,753,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
19,111,888
|
|
$
|
19,715,060
|
|
$
|
(32,926)
|
|
$
|
38,794,022
|
|
Deferred income taxes
|
|
|
1,090,502
|
|
|
-
|
|
|
(2,085,720)
|
|
|
(995,218)
|
|
Change in fair value of contingent consideration
liability |
|
|
(2,724,978)
|
|
|
(24,963,796)
|
|
|
-
|
|
|
(27,688,774)
|
|
Accounts receivable and unbilled revenue
|
|
|
(23,278,410)
|
|
|
5,691,444
|
|
|
2,740,961
|
|
|
(14,846,005)
|
|
Inventories
|
|
|
(2,134,490)
|
|
|
-
|
|
|
(955,419)
|
|
|
(3,089,909)
|
|
Prepaid expenses and other
|
|
|
(13,063,957)
|
|
|
-
|
|
|
(13,584)
|
|
|
(13,077,541)
|
|
Accounts payable
|
|
|
13,582,947
|
|
|
33,831
|
|
|
1,201,935
|
|
|
14,818,713
|
|
Accrued expenses and other
|
|
|
6,616,912
|
|
|
(1,601,244)
|
|
|
(855,247)
|
|
|
4,160,421
|
|
Net cash provided by operating activities
|
|
|
10,536,440
|
|
|
(1,124,705)
|
|
|
-
|
|
|
9,411,735
|
|
Payments for acquisitions, net of cash acquired
|
|
|
(1,127,954)
|
|
|
-
|
|
|
-
|
|
|
(1,127,954)
|
|
Net cash used in investing activities
|
|
|
(14,706,533)
|
|
|
-
|
|
|
-
|
|
|
(14,706,533)
|
|
Payments of contingent consideration
|
|
|
(8,303,112)
|
|
|
1,124,705
|
|
|
-
|
|
|
(7,178,407)
|
|
Net cash provided by financing activites
|
|
|
8,458,783
|
|
|
1,124,705
|
|
|
-
|
|
|
9,583,488
|
|
70 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited)
|
|
|
Three Months Ended March 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(as restated)
|
|
(as restated)
|
|
||
Revenue
|
|
$
|
187,577,031
|
|
$
|
204,577,416
|
|
Cost of goods sold
|
|
|
146,870,289
|
|
|
158,227,615
|
|
Gross profit
|
|
|
40,706,742
|
|
|
46,349,801
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
31,115,144
|
|
|
47,111,617
|
|
Depreciation and amortization
|
|
|
2,444,096
|
|
|
2,465,667
|
|
Change in fair value of contingent consideration
|
|
|
200,141
|
|
|
608,832
|
|
Income (loss) from operations
|
|
|
6,947,361
|
|
|
(3,836,315)
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Gain on sale of investment
|
|
|
247,697
|
|
|
-
|
|
Interest income
|
|
|
51,741
|
|
|
7,334
|
|
Interest expense
|
|
|
(698,094)
|
|
|
(485,107)
|
|
Other, net
|
|
|
138,268
|
|
|
(446,163)
|
|
Total other income (expense)
|
|
|
(260,388)
|
|
|
(923,936)
|
|
Income (loss) before taxes
|
|
|
6,686,973
|
|
|
(4,760,251)
|
|
Income tax expense (benefit)
|
|
|
2,257,759
|
|
|
(1,958,977)
|
|
Net (loss) income
|
|
$
|
4,429,214
|
|
$
|
(2,801,274)
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
0.09
|
|
$
|
(0.06)
|
|
Diluted earnings (loss) per share
|
|
$
|
0.09
|
|
$
|
(0.06)
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
4,861,474
|
|
$
|
(4,718,963)
|
|
71 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
||||
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
||||
Revenue
|
|
$
|
201,321,036
|
|
$
|
210,875,626
|
|
$
|
388,898,067
|
|
$
|
415,453,042
|
|
Cost of goods sold
|
|
|
153,523,598
|
|
|
162,699,024
|
|
|
300,393,887
|
|
|
320,926,639
|
|
Gross profit
|
|
|
47,797,438
|
|
|
48,176,602
|
|
|
88,504,180
|
|
|
94,526,403
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
38,381,812
|
|
|
41,347,183
|
|
|
69,496,956
|
|
|
88,458,800
|
|
Depreciation and amortization
|
|
|
2,936,981
|
|
|
2,648,396
|
|
|
5,381,077
|
|
|
5,114,063
|
|
Change in fair value of contingent consideration
|
|
|
266,544
|
|
|
(1,649,389)
|
|
|
466,685
|
|
|
(1,040,557)
|
|
Income from operations
|
|
|
6,212,101
|
|
|
5,830,412
|
|
|
13,159,462
|
|
|
1,994,097
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of investment
|
|
|
247,875
|
|
|
-
|
|
|
495,572
|
|
|
-
|
|
Interest income
|
|
|
43,047
|
|
|
555
|
|
|
94,788
|
|
|
7,889
|
|
Interest expense
|
|
|
(660,492)
|
|
|
(514,825)
|
|
|
(1,358,586)
|
|
|
(999,932)
|
|
Other, net
|
|
|
(124,329)
|
|
|
25,510
|
|
|
13,939
|
|
|
(420,653)
|
|
Total other income (expense)
|
|
|
(493,899)
|
|
|
(488,760)
|
|
|
(754,287)
|
|
|
(1,412,696)
|
|
Income before taxes
|
|
|
5,718,202
|
|
|
5,341,652
|
|
|
12,405,175
|
|
|
581,401
|
|
Income tax expense (benefit)
|
|
|
1,944,378
|
|
|
1,666,131
|
|
|
4,202,137
|
|
|
(292,846)
|
|
Net income
|
|
$
|
3,773,824
|
|
$
|
3,675,521
|
|
$
|
8,203,038
|
|
$
|
874,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.08
|
|
$
|
0.07
|
|
$
|
0.17
|
|
$
|
0.02
|
|
Diluted earnings per share
|
|
$
|
0.07
|
|
$
|
0.07
|
|
$
|
0.16
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
2,829,531
|
|
$
|
3,477,251
|
|
$
|
7,691,005
|
|
$
|
(1,241,712)
|
|
72 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
||||||||
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
||||
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
||||
Revenue
|
|
$
|
198,843,932
|
|
$
|
232,629,788
|
|
$
|
587,741,999
|
|
$
|
648,082,830
|
|
Cost of goods sold
|
|
|
152,887,337
|
|
|
179,448,580
|
|
|
453,281,224
|
|
|
500,375,219
|
|
Gross profit
|
|
|
45,956,595
|
|
|
53,181,208
|
|
|
134,460,775
|
|
|
147,707,611
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
36,299,315
|
|
|
44,724,982
|
|
|
105,796,271
|
|
|
133,183,782
|
|
Depreciation and amortization
|
|
|
2,696,255
|
|
|
3,880,431
|
|
|
8,077,332
|
|
|
8,994,494
|
|
Change in fair value of contingent consideration
|
|
|
330,791
|
|
|
(29,627,005)
|
|
|
797,476
|
|
|
(30,667,562)
|
|
Goodwill impairment charge
|
|
|
-
|
|
|
37,908,000
|
|
|
-
|
|
|
37,908,000
|
|
Restructuring and other charges
|
|
|
-
|
|
|
4,321,862
|
|
|
-
|
|
|
4,321,862
|
|
Income (loss) from operations
|
|
|
6,630,234
|
|
|
(8,027,062)
|
|
|
19,789,696
|
|
|
(6,032,965)
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of investment
|
|
|
346,836
|
|
|
-
|
|
|
842,408
|
|
|
-
|
|
Interest income
|
|
|
10,667
|
|
|
14,887
|
|
|
105,455
|
|
|
22,776
|
|
Interest expense
|
|
|
(633,085)
|
|
|
(820,081)
|
|
|
(1,991,671)
|
|
|
(1,820,013)
|
|
Other, net
|
|
|
108,667
|
|
|
77,147
|
|
|
122,606
|
|
|
(343,506)
|
|
Total other income (expense)
|
|
|
(166,915)
|
|
|
(728,047)
|
|
|
(921,202)
|
|
|
(2,140,743)
|
|
Income (loss) before taxes
|
|
|
6,463,319
|
|
|
(8,755,109)
|
|
|
18,868,494
|
|
|
(8,173,708)
|
|
Income tax expense (benefit)
|
|
|
2,159,825
|
|
|
310,961
|
|
|
6,361,962
|
|
|
18,115
|
|
Net income (loss)
|
|
$
|
4,303,494
|
|
$
|
(9,066,070)
|
|
$
|
12,506,532
|
|
$
|
(8,191,823)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
0.09
|
|
$
|
(0.18)
|
|
$
|
0.26
|
|
$
|
(0.16)
|
|
Diluted earnings (loss) per share
|
|
$
|
0.08
|
|
$
|
(0.18)
|
|
$
|
0.25
|
|
$
|
(0.16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
4,724,259
|
|
$
|
(5,694,098)
|
|
$
|
12,415,264
|
|
$
|
(6,935,810)
|
|
|
|
Three Months Ended December 31, 2012
|
|
|||||||
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
|||
Revenue
|
|
$
|
207,987
|
|
$
|
(6,143)
|
|
$
|
201,844
|
|
Gross profit
|
|
|
49,303
|
|
|
(6,205)
|
|
|
43,098
|
|
Net income
|
|
|
5,974
|
|
|
20,313
|
|
|
26,287
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.12
|
|
$
|
0.41
|
|
$
|
0.53
|
|
Diluted
|
|
$
|
0.12
|
|
$
|
0.39
|
|
$
|
0.51
|
|
73 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
March 31,
2013 |
|
June 30,
2013 |
|
September 30,
2013 |
|
|||
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
|||
Assets
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
10,609,171
|
|
$
|
14,164,356
|
|
$
|
19,224,801
|
|
Accounts receivable, net of allowance for doubtful accounts
|
|
|
145,033,144
|
|
|
148,458,376
|
|
|
165,267,866
|
|
Unbilled revenue
|
|
|
30,191,086
|
|
|
27,041,664
|
|
|
28,920,833
|
|
Inventories
|
|
|
15,310,762
|
|
|
16,390,726
|
|
|
29,423,436
|
|
Prepaid expenses
|
|
|
19,830,132
|
|
|
16,226,314
|
|
|
10,639,529
|
|
Deferred income taxes
|
|
|
1,541,351
|
|
|
1,440,660
|
|
|
3,059,701
|
|
Other current assets
|
|
|
20,934,611
|
|
|
18,735,224
|
|
|
23,766,065
|
|
Total current assets
|
|
|
243,450,257
|
|
|
242,457,320
|
|
|
280,302,231
|
|
Property and equipment, net
|
|
|
18,327,091
|
|
|
19,516,534
|
|
|
20,763,736
|
|
Intangibles and other assets:
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
250,025,226
|
|
|
260,714,048
|
|
|
250,863,723
|
|
Intangible assets, net of accumulated amortization
|
|
|
38,186,926
|
|
|
39,367,233
|
|
|
57,100,375
|
|
Deferred income taxes
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Other assets
|
|
|
1,417,979
|
|
|
699,262
|
|
|
1,035,867
|
|
|
|
|
289,630,131
|
|
|
300,780,543
|
|
|
308,999,965
|
|
Total assets
|
|
$
|
551,407,479
|
|
$
|
562,754,397
|
|
$
|
610,065,932
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
126,805,292
|
|
$
|
117,764,548
|
|
$
|
143,548,372
|
|
Current portion of contingent consideration
|
|
|
26,678,442
|
|
|
29,241,446
|
|
|
24,876,636
|
|
Due to seller
|
|
|
943,424
|
|
|
685,114
|
|
|
1,194,520
|
|
Other liabilities
|
|
|
6,115,295
|
|
|
7,987,811
|
|
|
12,490,643
|
|
Accrued expenses
|
|
|
9,258,800
|
|
|
9,467,010
|
|
|
11,106,292
|
|
Total current liabilities
|
|
|
169,801,253
|
|
|
165,145,929
|
|
|
193,216,463
|
|
Revolving credit facility
|
|
|
70,500,000
|
|
|
78,300,000
|
|
|
91,500,000
|
|
Deferred income taxes
|
|
|
5,117,858
|
|
|
5,760,815
|
|
|
15,989,408
|
|
Contingent consideration, net of current portion
|
|
|
60,712,734
|
|
|
63,083,023
|
|
|
64,212,585
|
|
Other long-term liabilities
|
|
|
1,500,705
|
|
|
1,406,296
|
|
|
1,369,131
|
|
Total liabilities
|
|
|
307,632,550
|
|
|
313,696,063
|
|
|
366,287,587
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.0001 per share, 200,000,000 shares authorized, 60,971,436, 61,268,422 and 61,363,632 shares issued, 50,623,049, 50,932,298 and 51,250,323 shares outstanding, respectively
|
|
|
6,097
|
|
|
6,127
|
|
|
6,136
|
|
Additional paid-in capital
|
|
|
201,550,716
|
|
|
203,233,352
|
|
|
201,158,609
|
|
Treasury stock at cost, 10,336,124, 10,113,309 and 10,113,309 shares, respectively
|
|
|
(64,962,291)
|
|
|
(64,824,042)
|
|
|
(62,312,100)
|
|
Accumulated other comprehensive income
|
|
|
(1,644,768)
|
|
|
(1,843,038)
|
|
|
1,528,935
|
|
Retained earnings
|
|
|
108,825,175
|
|
|
112,485,935
|
|
|
103,396,765
|
|
Total stockholders' equity
|
|
|
243,774,929
|
|
|
249,058,334
|
|
|
243,778,345
|
|
Total liabilities and stockholders' equity
|
|
$
|
551,407,479
|
|
$
|
562,754,397
|
|
$
|
610,065,932
|
|
74 | ||
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
|||
|
|
2012
|
|
2012
|
|
2012
|
|
|||
|
|
(as restated)
|
|
(as restated)
|
|
(as restated)
|
|
|||
Assets
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
15,665,972
|
|
$
|
11,971,416
|
|
$
|
9,156,463
|
|
Short-term investments
|
|
|
888,897
|
|
|
793,707
|
|
|
362,259
|
|
Accounts receivable, net of allowance for doubtful accounts
|
|
|
146,907,627
|
|
|
139,259,771
|
|
|
152,529,957
|
|
Unbilled revenue
|
|
|
30,883,113
|
|
|
33,512,456
|
|
|
33,630,255
|
|
Inventories
|
|
|
12,198,821
|
|
|
11,787,614
|
|
|
14,401,850
|
|
Prepaid expenses
|
|
|
10,696,763
|
|
|
11,288,934
|
|
|
14,109,383
|
|
Deferred income taxes
|
|
|
1,463,492
|
|
|
1,734,274
|
|
|
1,681,213
|
|
Other current assets
|
|
|
24,697,846
|
|
|
19,574,702
|
|
|
36,286,672
|
|
Total current assets
|
|
|
243,402,531
|
|
|
229,922,874
|
|
|
262,158,052
|
|
Property and equipment, net
|
|
|
12,168,279
|
|
|
13,707,584
|
|
|
14,531,012
|
|
Intangibles and other assets:
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
199,257,989
|
|
|
202,761,094
|
|
|
211,191,783
|
|
Intangible assets, net of accumulated amortization
|
|
|
37,268,369
|
|
|
36,918,524
|
|
|
36,594,576
|
|
Deferred income taxes
|
|
|
3,715,207
|
|
|
3,716,284
|
|
|
2,695,971
|
|
Other assets
|
|
|
791,106
|
|
|
1,061,292
|
|
|
1,043,296
|
|
|
|
|
241,032,671
|
|
|
244,457,194
|
|
|
251,525,626
|
|
Total assets
|
|
$
|
496,603,481
|
|
$
|
488,087,652
|
|
$
|
528,214,690
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
120,157,340
|
|
$
|
100,268,319
|
|
$
|
125,889,990
|
|
Current portion of contingent consideration
|
|
|
16,199,571
|
|
|
15,396,575
|
|
|
16,923,240
|
|
Due to seller
|
|
|
1,532,592
|
|
|
-
|
|
|
-
|
|
Other liabilities
|
|
|
7,633,577
|
|
|
9,587,750
|
|
|
7,086,530
|
|
Accrued expenses
|
|
|
15,050,039
|
|
|
12,148,857
|
|
|
12,076,796
|
|
Total current liabilities
|
|
|
160,573,119
|
|
|
137,401,501
|
|
|
161,976,556
|
|
Revolving credit facility
|
|
|
71,400,000
|
|
|
73,000,000
|
|
|
74,000,000
|
|
Deferred income taxes
|
|
|
6,833,274
|
|
|
7,002,310
|
|
|
7,301,933
|
|
Contingent consideration, net of current portion
|
|
|
63,411,139
|
|
|
66,107,784
|
|
|
69,546,954
|
|
Other long-term liabilities
|
|
|
1,370,976
|
|
|
1,354,311
|
|
|
1,379,506
|
|
Total liabilities
|
|
|
303,588,508
|
|
|
284,865,906
|
|
|
314,204,949
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.0001 per share, 200,000,000 shares authorized, 58,961,117, 59,833,466 and 60,460,457 shares issued, 48,123,303, 49,184,937 and 49,924,994 shares outstanding, respectively
|
|
|
5,896
|
|
|
5,983
|
|
|
6,046
|
|
Additional paid-in capital
|
|
|
185,458,845
|
|
|
190,769,991
|
|
|
195,558,997
|
|
Treasury stock at cost, 10,837,814, 10,648,529 and 10,535,463 shares, respectively
|
|
|
(70,479,927)
|
|
|
(68,345,991)
|
|
|
(67,071,323)
|
|
Accumulated other comprehensive income
|
|
|
700,591
|
|
|
(243,701)
|
|
|
177,063
|
|
Retained earnings
|
|
|
77,329,568
|
|
|
81,035,464
|
|
|
85,338,958
|
|
Total stockholders' equity
|
|
|
193,014,973
|
|
|
203,221,746
|
|
|
214,009,741
|
|
Total liabilities and stockholders' equity
|
|
$
|
496,603,481
|
|
$
|
488,087,652
|
|
$
|
528,214,690
|
|
75 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
Three Months Ended March 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(as restated)
|
|
(as restated)
|
|
||
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
4,429,214
|
|
$
|
(2,801,274)
|
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
2,444,096
|
|
|
2,465,667
|
|
Stock-based compensation expense
|
|
|
1,047,645
|
|
|
973,193
|
|
Deferred income taxes
|
|
|
902,380
|
|
|
585,098
|
|
Gain on sale of investment
|
|
|
(247,697)
|
|
|
-
|
|
Bad debt provision
|
|
|
145,447
|
|
|
13,844
|
|
Excess tax benefit from exercise of stock awards
|
|
|
(4,163,793)
|
|
|
(951,066)
|
|
Change in fair value of contingent consideration liability
|
|
|
200,141
|
|
|
608,832
|
|
Other operating activities
|
|
|
30,254
|
|
|
55,629
|
|
Change in assets, net of acquisitions:
|
|
|
|
|
|
|
|
Accounts receivable and unbilled revenue
|
|
|
(21,904,760)
|
|
|
(1,304,702)
|
|
Inventories
|
|
|
1,648,396
|
|
|
2,920,270
|
|
Prepaid expenses and other
|
|
|
(10,351,793)
|
|
|
(3,098,782)
|
|
Change in liabilities, net of acquisitons:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
16,003,529
|
|
|
3,710,942
|
|
Accrued expenses and other
|
|
|
2,344,303
|
|
|
(4,020,290)
|
|
Net cash used in operating activities
|
|
|
(7,472,638)
|
|
|
(842,639)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(1,862,648)
|
|
|
(2,886,245)
|
|
Payments for acquisitions, net of cash acquired
|
|
|
(1,587,576)
|
|
|
(6,261,942)
|
|
Proceeds from sale of marketable securities
|
|
|
249,540
|
|
|
-
|
|
Other investing activities
|
|
|
11,567
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(3,189,117)
|
|
|
(9,148,187)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Net borrowings (repayments) from revolving credit facility and short-term debt
|
|
|
11,400,000
|
|
|
5,500,000
|
|
Payments of contingent consideration
|
|
|
(3,228,375)
|
|
|
(3,720,821)
|
|
Proceeds from exercise of stock options
|
|
|
555,355
|
|
|
846,541
|
|
Excess tax benefit from exercise of stock awards
|
|
|
4,163,793
|
|
|
951,066
|
|
Other financing activities
|
|
|
(4,349)
|
|
|
(36,642)
|
|
Net cash provided by financing activites
|
|
|
12,886,424
|
|
|
3,540,144
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
221,918
|
|
|
(159,046)
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
2,446,587
|
|
|
(6,609,728)
|
|
Cash and cash equivalents, beginning of period
|
|
|
13,219,385
|
|
|
17,218,899
|
|
Cash and cash equivalents, end of period
|
|
$
|
15,665,972
|
|
$
|
10,609,171
|
|
76 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
Six Months Ended June 30,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(as restated)
|
|
(as restated)
|
|
||
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net income
|
|
$
|
8,203,038
|
|
$
|
874,247
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
5,381,077
|
|
|
5,114,063
|
|
Stock-based compensation expense
|
|
|
2,451,374
|
|
|
2,054,106
|
|
Deferred income taxes
|
|
|
806,152
|
|
|
720,547
|
|
Gain on sale of investment
|
|
|
(495,572)
|
|
|
-
|
|
Bad debt provision
|
|
|
352,332
|
|
|
158,730
|
|
Excess tax benefit from exercise of stock awards
|
|
|
(7,447,068)
|
|
|
(1,066,357)
|
|
Change in fair value of contingent consideration liability
|
|
|
466,685
|
|
|
(1,040,557)
|
|
Other operating activities
|
|
|
81,728
|
|
|
111,258
|
|
Change in assets, net of acquisitions:
|
|
|
|
|
|
|
|
Accounts receivable and unbilled revenue
|
|
|
(15,750,384)
|
|
|
1,449,472
|
|
Inventories
|
|
|
1,984,370
|
|
|
1,984,593
|
|
Prepaid expenses and other
|
|
|
(6,975,351)
|
|
|
4,288,640
|
|
Change in liabilities, net of acquisitons:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(5,392,463)
|
|
|
(7,511,701)
|
|
Accrued expenses and other
|
|
|
5,212,828
|
|
|
(4,227,037)
|
|
Net cash provided by (used in) operating activities
|
|
|
(11,121,254)
|
|
|
2,910,004
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(5,045,823)
|
|
|
(5,822,741)
|
|
Payments for acquisitions, net of cash acquired
|
|
|
287,396
|
|
|
(11,559,092)
|
|
Payments to seller for acquisitions closed prior to 2009
|
|
|
(3,000,000)
|
|
|
-
|
|
Proceeds from sale of marketable securities
|
|
|
499,122
|
|
|
-
|
|
Other investing activities
|
|
|
11,567
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(7,247,738)
|
|
|
(17,381,833)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Net borrowings (repayments) from revolving credit facility and short-term debt
|
|
|
13,000,000
|
|
|
13,300,000
|
|
Payments of contingent consideration
|
|
|
(4,367,253)
|
|
|
(4,664,219)
|
|
Proceeds from exercise of stock options
|
|
|
1,171,660
|
|
|
1,842,044
|
|
Excess tax benefit from exercise of stock awards
|
|
|
7,447,068
|
|
|
1,066,357
|
|
Other financing activities
|
|
|
(7,270)
|
|
|
(36,642)
|
|
Net cash provided by financing activites
|
|
|
17,244,205
|
|
|
11,507,540
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(123,182)
|
|
|
(90,254)
|
|
Decrease in cash and cash equivalents
|
|
|
(1,247,969)
|
|
|
(3,054,543)
|
|
Cash and cash equivalents, beginning of period
|
|
|
13,219,385
|
|
|
17,218,899
|
|
Cash and cash equivalents, end of period
|
|
$
|
11,971,416
|
|
$
|
14,164,356
|
|
77 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
Nine Months Ended September 30,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(as restated)
|
|
(as restated)
|
|
||
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
12,506,532
|
|
$
|
(8,191,823)
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
8,077,332
|
|
|
8,994,494
|
|
Stock-based compensation expense
|
|
|
3,171,073
|
|
|
3,036,188
|
|
Deferred income taxes
|
|
|
1,908,788
|
|
|
4,026,444
|
|
Gain on sale of investment
|
|
|
(842,408)
|
|
|
-
|
|
Bad debt provision
|
|
|
856,098
|
|
|
372,482
|
|
Excess tax benefit from exercise of stock awards
|
|
|
(8,352,190)
|
|
|
1,768,277
|
|
Change in fair value of contingent consideration liability
|
|
|
797,476
|
|
|
(30,667,562)
|
|
Goodwill impairment charge
|
|
|
-
|
|
|
37,908,000
|
|
Reduction of prepaid commissions
|
|
|
-
|
|
|
3,939,974
|
|
Other operating activities
|
|
|
-
|
|
|
166,888
|
|
Change in assets, net of acquisitions:
|
|
|
|
|
|
|
|
Accounts receivable and unbilled revenue
|
|
|
(28,134,374)
|
|
|
(6,171,498)
|
|
Inventories
|
|
|
397,738
|
|
|
(7,321,557)
|
|
Prepaid expenses and other
|
|
|
(26,239,457)
|
|
|
999,626
|
|
Change in liabilities, net of acquisitons:
|
|
|
-
|
|
|
-
|
|
Accounts payable
|
|
|
18,587,299
|
|
|
6,752,468
|
|
Accrued expenses and other
|
|
|
3,040,904
|
|
|
(6,148,551)
|
|
Net cash provided by (used in) operating activities
|
|
|
(14,225,189)
|
|
|
9,463,850
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(7,462,169)
|
|
|
(8,690,905)
|
|
Payments for acquisitions, net of cash acquired
|
|
|
(946,060)
|
|
|
(19,795,603)
|
|
Payments to seller for acquisitions closed prior to 2009
|
|
|
(3,000,000)
|
|
|
-
|
|
Proceeds from sale of marketable securities
|
|
|
603,053
|
|
|
-
|
|
Other investing activities
|
|
|
11,567
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(10,793,609)
|
|
|
(28,486,508)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Net borrowings (repayments) from revolving credit facility and short-term debt
|
|
|
14,000,000
|
|
|
26,500,000
|
|
Payments of contingent consideration
|
|
|
(5,015,639)
|
|
|
(5,489,373)
|
|
Proceeds from exercise of stock options
|
|
|
3,958,789
|
|
|
1,939,274
|
|
Excess tax benefit from exercise of stock awards
|
|
|
8,352,190
|
|
|
(1,768,277)
|
|
Other financing activities
|
|
|
(7,270)
|
|
|
(274,052)
|
|
Net cash provided by financing activites
|
|
|
21,288,070
|
|
|
20,907,572
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(332,194)
|
|
|
120,988
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
(4,062,922)
|
|
|
2,005,902
|
|
Cash and cash equivalents, beginning of period
|
|
|
13,219,385
|
|
|
17,218,899
|
|
Cash and cash equivalents, end of period
|
|
$
|
9,156,463
|
|
$
|
19,224,801
|
|
78 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
Three Months Ended March 31, 2012
|
|
Three Months Ended March 31, 2013
|
|
||||||||||||||||||||
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
||||||||
|
|
|
As Reported
|
|
|
Productions
Graphics |
|
|
Other
|
|
|
As Restated
|
|
|
As Reported
|
|
|
Productions
Graphics |
|
|
Other
|
|
|
As Restated
|
|
Revenue
|
|
$
|
188,546,402
|
|
$
|
(649,526)
|
|
$
|
(319,845)
|
|
$
|
187,577,031
|
|
$
|
204,316,125
|
|
$
|
261,291
|
|
$
|
-
|
|
$
|
204,577,416
|
|
Cost of goods sold
|
|
|
147,153,019
|
|
|
-
|
|
|
(282,730)
|
|
|
146,870,289
|
|
|
158,323,630
|
|
|
(96,015)
|
|
|
-
|
|
|
158,227,615
|
|
Gross profit
|
|
|
41,393,383
|
|
|
(649,526)
|
|
|
(37,115)
|
|
|
40,706,742
|
|
|
45,992,495
|
|
|
357,306
|
|
|
-
|
|
|
46,349,801
|
|
Selling, general and administrative expenses
|
|
|
32,883,123
|
|
|
(1,410,979)
|
|
|
(357,000)
|
|
|
31,115,144
|
|
|
41,126,957
|
|
|
6,308,660
|
|
|
(324,000)
|
|
|
47,111,617
|
|
Income (loss) from operations
|
|
|
5,866,023
|
|
|
761,453
|
|
|
319,885
|
|
|
6,947,361
|
|
|
1,791,039
|
|
|
(5,951,355)
|
|
|
324,001
|
|
|
(3,836,315)
|
|
Income (loss) before taxes
|
|
|
5,605,635
|
|
|
761,453
|
|
|
319,885
|
|
|
6,686,973
|
|
|
867,103
|
|
|
(5,951,355)
|
|
|
324,001
|
|
|
(4,760,251)
|
|
Income tax expense (benefit)
|
|
|
1,917,947
|
|
|
214,417
|
|
|
125,395
|
|
|
2,257,759
|
|
|
(28,027)
|
|
|
(2,057,958)
|
|
|
127,008
|
|
|
(1,958,977)
|
|
Net income (loss)
|
|
|
3,687,688
|
|
|
547,036
|
|
|
194,490
|
|
|
4,429,214
|
|
|
895,130
|
|
|
(3,893,397)
|
|
|
196,993
|
|
|
(2,801,274)
|
|
Basic earnings (loss) per share
|
|
|
0.08
|
|
|
0.01
|
|
|
-
|
|
|
0.09
|
|
|
0.02
|
|
|
(0.08)
|
|
|
-
|
|
|
(0.06)
|
|
Diluted earnings (loss) per share
|
|
|
0.07
|
|
|
0.01
|
|
|
0.01
|
|
|
0.09
|
|
|
0.02
|
|
|
(0.07)
|
|
|
-
|
|
|
(0.06)
|
|
Comprehensive income (loss)
|
|
|
4,089,394
|
|
|
577,590
|
|
|
194,490
|
|
|
4,861,474
|
|
|
(956,066)
|
|
|
(3,959,890)
|
|
|
196,993
|
|
|
(4,718,963)
|
|
|
|
Three Months Ended June 30, 2012
|
|
Three Months Ended June 30, 2013
|
|
||||||||||||||||||||
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
||||||||
|
|
|
As Reported
|
|
|
Productions
Graphics |
|
|
Other
|
|
|
As Restated
|
|
|
As Reported
|
|
|
Productions
Graphics |
|
|
Other
|
|
|
As Restated
|
|
Revenue
|
|
$
|
201,397,471
|
|
$
|
(76,435)
|
|
$
|
-
|
|
$
|
201,321,036
|
|
$
|
210,875,626
|
|
$
|
-
|
|
$
|
-
|
|
$
|
210,875,626
|
|
Cost of goods sold
|
|
|
153,551,408
|
|
|
(27,810)
|
|
|
-
|
|
|
153,523,598
|
|
|
162,699,024
|
|
|
-
|
|
|
-
|
|
|
162,699,024
|
|
Gross profit
|
|
|
47,846,063
|
|
|
(48,625)
|
|
|
-
|
|
|
47,797,438
|
|
|
48,176,602
|
|
|
-
|
|
|
-
|
|
|
48,176,602
|
|
Selling, general and administrative expenses
|
|
|
37,377,559
|
|
|
1,004,253
|
|
|
-
|
|
|
38,381,812
|
|
|
43,907,070
|
|
|
(2,559,887)
|
|
|
-
|
|
|
41,347,183
|
|
Income from operations
|
|
|
7,264,979
|
|
|
(1,052,878)
|
|
|
-
|
|
|
6,212,101
|
|
|
3,270,525
|
|
|
2,559,887
|
|
|
-
|
|
|
5,830,412
|
|
Income before taxes
|
|
|
6,771,080
|
|
|
(1,052,878)
|
|
|
-
|
|
|
5,718,202
|
|
|
2,781,765
|
|
|
2,559,887
|
|
|
-
|
|
|
5,341,652
|
|
Income tax expense
|
|
|
2,296,680
|
|
|
(352,302)
|
|
|
-
|
|
|
1,944,378
|
|
|
878,420
|
|
|
787,711
|
|
|
-
|
|
|
1,666,131
|
|
Net income
|
|
|
4,474,400
|
|
|
(700,576)
|
|
|
-
|
|
|
3,773,824
|
|
|
1,903,345
|
|
|
1,772,176
|
|
|
-
|
|
|
3,675,521
|
|
Basic earnings per share
|
|
|
0.09
|
|
|
(0.01)
|
|
|
-
|
|
|
0.08
|
|
|
0.04
|
|
|
0.03
|
|
|
-
|
|
|
0.07
|
|
Diluted earnings per share
|
|
|
0.09
|
|
|
(0.02)
|
|
|
-
|
|
|
0.07
|
|
|
0.04
|
|
|
0.03
|
|
|
-
|
|
|
0.07
|
|
Comprehensive income
|
|
|
3,493,203
|
|
|
(663,672)
|
|
|
-
|
|
|
2,829,531
|
|
|
1,705,075
|
|
|
1,772,176
|
|
|
-
|
|
|
3,477,251
|
|
|
|
Six Months Ended June 30, 2012
|
|
Six Months Ended June 30, 2013
|
|
||||||||||||||||||||
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
||||||||
|
|
|
As Reported
|
|
|
Productions
Graphics |
|
|
Other
|
|
|
As Restated
|
|
|
As Reported
|
|
|
Productions
Graphics |
|
|
Other
|
|
|
As Restated
|
|
Revenue
|
|
$
|
389,943,873
|
|
$
|
(725,961)
|
|
$
|
(319,845)
|
|
$
|
388,898,067
|
|
$
|
415,191,751
|
|
$
|
261,291
|
|
$
|
-
|
|
$
|
415,453,042
|
|
Cost of goods sold
|
|
|
300,704,427
|
|
|
(27,810)
|
|
|
(282,730)
|
|
|
300,393,887
|
|
|
321,022,654
|
|
|
(96,015)
|
|
|
-
|
|
|
320,926,639
|
|
Gross profit
|
|
|
89,239,446
|
|
|
(698,151)
|
|
|
(37,115)
|
|
|
88,504,180
|
|
|
94,169,097
|
|
|
357,306
|
|
|
-
|
|
|
94,526,403
|
|
Selling, general and administrative expenses
|
|
|
70,260,682
|
|
|
(406,726)
|
|
|
(357,000)
|
|
|
69,496,956
|
|
|
85,034,027
|
|
|
3,748,773
|
|
|
(324,000)
|
|
|
88,458,800
|
|
Income from operations
|
|
|
13,131,002
|
|
|
(291,425)
|
|
|
319,885
|
|
|
13,159,462
|
|
|
5,061,564
|
|
|
(3,391,467)
|
|
|
324,000
|
|
|
1,994,097
|
|
Income before taxes
|
|
|
12,376,715
|
|
|
(291,425)
|
|
|
319,885
|
|
|
12,405,175
|
|
|
3,648,868
|
|
|
(3,391,467)
|
|
|
324,000
|
|
|
581,401
|
|
Income tax expense (benefit)
|
|
|
4,214,627
|
|
|
(137,885)
|
|
|
125,395
|
|
|
4,202,137
|
|
|
850,393
|
|
|
(1,270,246)
|
|
|
127,007
|
|
|
(292,846)
|
|
Net income
|
|
|
8,162,088
|
|
|
(153,540)
|
|
|
194,490
|
|
|
8,203,038
|
|
|
2,798,475
|
|
|
(2,121,221)
|
|
|
196,993
|
|
|
874,247
|
|
Basic earnings per share
|
|
|
0.17
|
|
|
-
|
|
|
-
|
|
|
0.17
|
|
|
0.06
|
|
|
(0.04)
|
|
|
-
|
|
|
0.02
|
|
Diluted earnings per share
|
|
|
0.16
|
|
|
-
|
|
|
-
|
|
|
0.16
|
|
|
0.05
|
|
|
(0.03)
|
|
|
-
|
|
|
0.02
|
|
Comprehensive income (loss)
|
|
|
7,582,597
|
|
|
(86,082)
|
|
|
194,490
|
|
|
7,691,005
|
|
|
749,009
|
|
|
(2,187,714)
|
|
|
196,993
|
|
|
(1,241,712)
|
|
79 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
Three Months Ended September 30, 2012
|
|
Three Months Ended September 30, 2013
|
|
||||||||||||||||||||
|
|
|
|
Adjustments
|
|
|
|
|
|
Adjustments
|
|
|
|
||||||||||||
|
|
|
|
|
|
Productions
|
|
|
|
|
|
|
|
|
|
|
|
Productions
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||||||
Revenue
|
|
$
|
199,768,676
|
|
$
|
(924,744)
|
|
$
|
-
|
|
$
|
198,843,932
|
|
$
|
232,629,788
|
|
$
|
-
|
|
$
|
-
|
|
$
|
232,629,788
|
|
Cost of goods sold
|
|
|
152,887,337
|
|
|
-
|
|
|
-
|
|
|
152,887,337
|
|
|
179,511,134
|
|
|
(62,554)
|
|
|
-
|
|
|
179,448,580
|
|
Gross profit
|
|
|
46,881,339
|
|
|
(924,744)
|
|
|
-
|
|
|
45,956,595
|
|
|
53,118,654
|
|
|
62,554
|
|
|
-
|
|
|
53,181,208
|
|
Selling, general and administrative expenses
|
|
|
36,253,631
|
|
|
(4,355)
|
|
|
50,040
|
|
|
36,299,315
|
|
|
45,832,645
|
|
|
(1,107,663)
|
|
|
-
|
|
|
44,724,982
|
|
Change in fair value of contingent consideration
|
|
|
330,791
|
|
|
-
|
|
|
-
|
|
|
330,791
|
|
|
(46,793,951)
|
|
|
17,166,946
|
|
|
-
|
|
|
(29,627,005)
|
|
Income (loss) from operations
|
|
|
7,600,662
|
|
|
(920,388)
|
|
|
(50,040)
|
|
|
6,630,234
|
|
|
7,969,667
|
|
|
(15,996,729)
|
|
|
-
|
|
|
(8,027,062)
|
|
Income (loss) before taxes
|
|
|
7,433,747
|
|
|
(920,388)
|
|
|
(50,040)
|
|
|
6,463,319
|
|
|
7,241,620
|
|
|
(15,996,729)
|
|
|
-
|
|
|
(8,755,109)
|
|
Income tax expense (benefit)
|
|
|
2,457,403
|
|
|
(277,962)
|
|
|
(19,616)
|
|
|
2,159,825
|
|
|
(50,301)
|
|
|
361,262
|
|
|
-
|
|
|
310,961
|
|
Net income (loss)
|
|
|
4,976,344
|
|
|
(642,426)
|
|
|
(30,424)
|
|
|
4,303,494
|
|
|
7,291,921
|
|
|
(16,357,992)
|
|
|
-
|
|
|
(9,066,070)
|
|
Basic earnings (loss) per share
|
|
|
0.10
|
|
|
(0.01)
|
|
|
-
|
|
|
0.09
|
|
|
0.14
|
|
|
(0.32)
|
|
|
-
|
|
|
(0.18)
|
|
Diluted earnings (loss) per share
|
|
|
0.10
|
|
|
(0.02)
|
|
|
-
|
|
|
0.08
|
|
|
0.14
|
|
|
(0.32)
|
|
|
-
|
|
|
(0.18)
|
|
Comprehensive income (loss)
|
|
|
5,397,109
|
|
|
(642,426)
|
|
|
(30,424)
|
|
|
4,724,259
|
|
|
10,663,894
|
|
|
(16,357,992)
|
|
|
-
|
|
|
(5,694,098)
|
|
|
|
Nine Months Ended September 30, 2012
|
|
Nine Months Ended September 30, 2013
|
|
||||||||||||||||||||
|
|
|
|
Adjustments
|
|
|
|
|
|
Adjustments
|
|
|
|
||||||||||||
|
|
|
|
|
Productions
|
|
|
|
|
|
|
|
|
|
|
Productions
|
|
|
|
|
|
|
|
||
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||||||
Revenue
|
|
$
|
589,712,549
|
|
$
|
(1,650,705)
|
|
$
|
(319,845)
|
|
$
|
587,741,999
|
|
$
|
647,821,539
|
|
$
|
261,291
|
|
$
|
-
|
|
$
|
648,082,830
|
|
Cost of goods sold
|
|
|
453,591,764
|
|
|
(27,810)
|
|
|
(282,730)
|
|
|
453,281,224
|
|
|
500,533,788
|
|
|
(158,569)
|
|
|
-
|
|
|
500,375,219
|
|
Gross profit
|
|
|
136,120,785
|
|
|
(1,622,895)
|
|
|
(37,115)
|
|
|
134,460,775
|
|
|
147,287,751
|
|
|
419,860
|
|
|
-
|
|
|
147,707,611
|
|
Selling, general and administrative expenses
|
|
|
106,514,313
|
|
|
(411,082)
|
|
|
(306,960)
|
|
|
105,796,271
|
|
|
130,866,672
|
|
|
2,641,110
|
|
|
(323,999)
|
|
|
133,183,782
|
|
Change in fair value of contingent consideration
|
|
|
797,476
|
|
|
-
|
|
|
-
|
|
|
797,476
|
|
|
(47,834,508)
|
|
|
17,166,946
|
|
|
-
|
|
|
(30,667,562)
|
|
Income (loss) from operations
|
|
|
20,731,664
|
|
|
(1,211,813)
|
|
|
269,845
|
|
|
19,789,696
|
|
|
13,031,231
|
|
|
(19,388,196)
|
|
|
324,000
|
|
|
(6,032,965)
|
|
Income (loss) before taxes
|
|
|
19,810,462
|
|
|
(1,211,813)
|
|
|
269,845
|
|
|
18,868,494
|
|
|
10,890,488
|
|
|
(19,388,196)
|
|
|
324,000
|
|
|
(8,173,708)
|
|
Income tax expense (benefit)
|
|
|
6,672,030
|
|
|
(415,847)
|
|
|
105,779
|
|
|
6,361,962
|
|
|
800,092
|
|
|
(908,984)
|
|
|
127,007
|
|
|
18,115
|
|
Net income (loss)
|
|
|
13,138,432
|
|
|
(795,966)
|
|
|
164,066
|
|
|
12,506,532
|
|
|
10,090,396
|
|
|
(18,479,213)
|
|
|
196,994
|
|
|
(8,191,823)
|
|
Basic earnings (loss) per share
|
|
|
0.27
|
|
|
(0.01)
|
|
|
-
|
|
|
0.26
|
|
|
0.20
|
|
|
(0.36)
|
|
|
-
|
|
|
(0.16)
|
|
Diluted earnings (loss) per share
|
|
|
0.26
|
|
|
(0.01)
|
|
|
-
|
|
|
0.25
|
|
|
0.19
|
|
|
(0.35)
|
|
|
-
|
|
|
(0.16)
|
|
Comprehensive income (loss)
|
|
|
12,979,706
|
|
|
(728,508)
|
|
|
164,066
|
|
|
12,415,264
|
|
|
11,412,903
|
|
|
(18,545,706)
|
|
|
196,993
|
|
|
(6,935,810)
|
|
|
|
As of March 31, 2013
|
|
||||||||||
|
|
|
|
|
Adjustments
|
|
|
|
|
||||
|
|
As Reported
|
|
Productions
Graphics |
|
Other
|
|
As Restated
|
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
|
$
|
150,492,103
|
|
$
|
(5,458,959)
|
|
$
|
-
|
|
$
|
145,033,144
|
|
Prepaid expenses
|
|
|
19,880,172
|
|
|
-
|
|
|
(50,040)
|
|
|
19,830,132
|
|
Other current assets
|
|
|
20,914,995
|
|
|
-
|
|
|
19,616
|
|
|
20,934,611
|
|
Total current assets
|
|
|
248,939,640
|
|
|
(5,458,959)
|
|
|
(30,424)
|
|
|
243,450,257
|
|
Goodwill
|
|
|
251,315,684
|
|
|
-
|
|
|
(1,290,458)
|
|
|
250,025,226
|
|
Total intangibles and other assets
|
|
|
290,920,589
|
|
|
-
|
|
|
(1,290,458)
|
|
|
289,630,131
|
|
Total assets
|
|
|
558,187,320
|
|
|
(5,458,959)
|
|
|
(1,320,882)
|
|
|
551,407,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
126,701,960
|
|
$
|
103,332
|
|
$
|
-
|
|
$
|
126,805,292
|
|
Other liabilities
|
|
|
7,616,000
|
|
|
-
|
|
|
(1,500,705)
|
|
|
6,115,295
|
|
Accrued expenses
|
|
|
13,985,283
|
|
|
(4,690,811)
|
|
|
(35,672)
|
|
|
9,258,800
|
|
Total current liabilities
|
|
|
175,925,109
|
|
|
(4,587,479)
|
|
|
(1,536,377)
|
|
|
169,801,253
|
|
Deferred income taxes
|
|
|
6,317,317
|
|
|
-
|
|
|
(1,199,459)
|
|
|
5,117,858
|
|
Contingent consideration, net of current portion
|
|
|
77,879,680
|
|
|
(17,166,946)
|
|
|
-
|
|
|
60,712,734
|
|
Other long-term liabilities
|
|
|
-
|
|
|
-
|
|
|
1,500,705
|
|
|
1,500,705
|
|
Total liabilities
|
|
|
330,622,106
|
|
|
(21,754,424)
|
|
|
(1,235,132)
|
|
|
307,632,550
|
|
Accumulated other comprehensive income
|
|
|
(1,645,734)
|
|
|
966
|
|
|
-
|
|
|
(1,644,768)
|
|
Retained earnings
|
|
|
92,616,426
|
|
|
16,294,500
|
|
|
(85,751)
|
|
|
108,825,175
|
|
Total stockholders' equity
|
|
|
227,565,214
|
|
|
16,295,466
|
|
|
(85,751)
|
|
|
243,774,929
|
|
Total liabilities and stockholders' equity
|
|
|
558,187,320
|
|
|
(5,458,959)
|
|
|
(1,320,882)
|
|
|
551,407,479
|
|
80 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
As of June 30, 2013
|
|
||||||||||
|
|
|
|
Adjustments
|
|
|
|
||||||
|
|
|
|
Productions
|
|
|
|
|
|
||||
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
|
$
|
151,357,448
|
|
$
|
(2,899,072)
|
|
$
|
-
|
|
$
|
148,458,376
|
|
Prepaid expenses
|
|
|
16,276,354
|
|
|
-
|
|
|
(50,040)
|
|
|
16,226,314
|
|
Other current assets
|
|
|
18,715,608
|
|
|
-
|
|
|
19,616
|
|
|
18,735,224
|
|
Total current assets
|
|
|
245,386,816
|
|
|
(2,899,072)
|
|
|
(30,424)
|
|
|
242,457,320
|
|
Goodwill
|
|
|
262,004,506
|
|
|
-
|
|
|
(1,290,458)
|
|
|
260,714,048
|
|
Total intangibles and other assets
|
|
|
302,071,001
|
|
|
-
|
|
|
(1,290,458)
|
|
|
300,780,543
|
|
Total assets
|
|
|
566,974,351
|
|
|
(2,899,072)
|
|
|
(1,320,882)
|
|
|
562,754,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
117,661,216
|
|
$
|
103,332
|
|
$
|
-
|
|
$
|
117,764,548
|
|
Other liabilities
|
|
|
9,394,107
|
|
|
-
|
|
|
(1,406,296)
|
|
|
7,987,811
|
|
Accrued expenses
|
|
|
13,405,782
|
|
|
(3,903,100)
|
|
|
(35,672)
|
|
|
9,467,010
|
|
Total current liabilities
|
|
|
170,387,665
|
|
|
(3,799,767)
|
|
|
(1,441,969)
|
|
|
165,145,929
|
|
Deferred income taxes
|
|
|
6,960,274
|
|
|
-
|
|
|
(1,199,459)
|
|
|
5,760,815
|
|
Contingent consideration, net of current portion
|
|
|
80,249,969
|
|
|
(17,166,946)
|
|
|
-
|
|
|
63,083,023
|
|
Other long-term liabilities
|
|
|
-
|
|
|
-
|
|
|
1,406,296
|
|
|
1,406,296
|
|
Total liabilities
|
|
|
335,897,908
|
|
|
(20,966,713)
|
|
|
(1,235,132)
|
|
|
313,696,063
|
|
Accumulated other comprehensive income
|
|
|
(1,844,004)
|
|
|
966
|
|
|
-
|
|
|
(1,843,038)
|
|
Retained earnings
|
|
|
94,505,010
|
|
|
18,066,675
|
|
|
(85,750)
|
|
|
112,485,935
|
|
Total stockholders' equity
|
|
|
231,076,443
|
|
|
18,067,640
|
|
|
(85,750)
|
|
|
249,058,334
|
|
Total liabilities and stockholders' equity
|
|
|
566,974,351
|
|
|
(2,899,072)
|
|
|
(1,320,882)
|
|
|
562,754,397
|
|
|
|
As of September 30, 2013
|
|
||||||||||
|
|
|
|
Adjustments
|
|
|
|
||||||
|
|
|
|
Productions
|
|
|
|
|
|
||||
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
|
$
|
167,059,275
|
|
$
|
(1,791,409)
|
|
$
|
-
|
|
$
|
165,267,866
|
|
Prepaid expenses
|
|
|
10,689,569
|
|
|
-
|
|
|
(50,040)
|
|
|
10,639,529
|
|
Other current assets
|
|
|
23,746,449
|
|
|
-
|
|
|
19,616
|
|
|
23,766,065
|
|
Total current assets
|
|
|
282,124,064
|
|
|
(1,791,409)
|
|
|
(30,424)
|
|
|
280,302,231
|
|
Goodwill
|
|
|
252,154,181
|
|
|
-
|
|
|
(1,290,458)
|
|
|
250,863,723
|
|
Total intangibles and other assets
|
|
|
310,290,423
|
|
|
-
|
|
|
(1,290,458)
|
|
|
308,999,965
|
|
Total assets
|
|
|
613,178,223
|
|
|
(1,791,409)
|
|
|
(1,320,882)
|
|
|
610,065,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
143,507,594
|
|
$
|
40,778
|
|
$
|
-
|
|
$
|
143,548,372
|
|
Other liabilities
|
|
|
13,859,774
|
|
|
-
|
|
|
(1,369,131)
|
|
|
12,490,643
|
|
Accrued expenses
|
|
|
14,683,802
|
|
|
(3,541,838)
|
|
|
(35,672)
|
|
|
11,106,292
|
|
Total current liabilities
|
|
|
198,122,326
|
|
|
(3,501,059)
|
|
|
(1,404,804)
|
|
|
193,216,463
|
|
Deferred income taxes
|
|
|
17,188,867
|
|
|
-
|
|
|
(1,199,459)
|
|
|
15,989,408
|
|
Other long-term liabilities
|
|
|
-
|
|
|
-
|
|
|
1,369,131
|
|
|
1,369,131
|
|
Total liabilities
|
|
|
371,023,778
|
|
|
(3,501,059)
|
|
|
(1,235,132)
|
|
|
366,287,587
|
|
Accumulated other comprehensive income
|
|
|
1,527,969
|
|
|
966
|
|
|
-
|
|
|
1,528,935
|
|
Retained earnings
|
|
|
101,773,831
|
|
|
1,708,684
|
|
|
(85,750)
|
|
|
103,396,765
|
|
Total stockholders' equity
|
|
|
242,154,445
|
|
|
1,709,650
|
|
|
(85,750)
|
|
|
243,778,345
|
|
Total liabilities and stockholders' equity
|
|
|
613,178,223
|
|
|
(1,791,409)
|
|
|
(1,320,882)
|
|
|
610,065,932
|
|
81 | ||
|
|
As of March 31, 2012
|
|
||||||||||
|
|
|
|
|
Adjustments
|
|
|
|
|
||||
|
|
|
|
|
Productions
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
|
$
|
147,099,923
|
|
$
|
(192,296)
|
|
$
|
-
|
|
$
|
146,907,627
|
|
Total current assets
|
|
|
243,594,827
|
|
|
(192,296)
|
|
|
-
|
|
|
243,402,531
|
|
Goodwill
|
|
|
208,313,495
|
|
|
-
|
|
|
(9,055,506)
|
|
|
199,257,989
|
|
Intangible assets, net of accumulated amortization
|
|
|
25,743,759
|
|
|
-
|
|
|
11,524,610
|
|
|
37,268,369
|
|
Total intangibles and other assets
|
|
|
238,563,567
|
|
|
-
|
|
|
2,469,104
|
|
|
241,032,671
|
|
Total assets
|
|
|
494,326,673
|
|
|
(192,296)
|
|
|
2,469,104
|
|
|
496,603,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
119,991,824
|
|
$
|
165,516
|
|
$
|
-
|
|
$
|
120,157,340
|
|
Due to seller
|
|
|
2,620,392
|
|
|
(1,087,800)
|
|
|
-
|
|
|
1,532,592
|
|
Other liabilities
|
|
|
9,004,553
|
|
|
-
|
|
|
(1,370,976)
|
|
|
7,633,577
|
|
Accrued expenses
|
|
|
15,406,150
|
|
|
(320,439)
|
|
|
(35,672)
|
|
|
15,050,039
|
|
Total current liabilities
|
|
|
163,222,490
|
|
|
(1,242,723)
|
|
|
(1,406,648)
|
|
|
160,573,119
|
|
Deferred income taxes
|
|
|
-
|
|
|
-
|
|
|
6,833,274
|
|
|
6,833,274
|
|
Contingent consideration, net of current portion
|
|
|
67,684,309
|
|
|
-
|
|
|
(4,273,170)
|
|
|
63,411,139
|
|
Other long-term liabilities
|
|
|
-
|
|
|
-
|
|
|
1,370,976
|
|
|
1,370,976
|
|
Total liabilities
|
|
|
302,306,799
|
|
|
(1,242,723)
|
|
|
2,524,432
|
|
|
303,588,508
|
|
Common stock
|
|
|
4,812
|
|
|
-
|
|
|
1,084
|
|
|
5,896
|
|
Additional paid-in capital
|
|
|
185,459,929
|
|
|
-
|
|
|
(1,084)
|
|
|
185,458,845
|
|
Accumulated other comprehensive income
|
|
|
670,037
|
|
|
30,554
|
|
|
-
|
|
|
700,591
|
|
Retained earnings
|
|
|
76,365,023
|
|
|
1,019,873
|
|
|
(55,328)
|
|
|
77,329,568
|
|
Total stockholders' equity
|
|
|
192,019,874
|
|
|
1,050,427
|
|
|
(55,328)
|
|
|
193,014,973
|
|
Total liabilities and stockholders' equity
|
|
|
494,326,673
|
|
|
(192,296)
|
|
|
2,469,104
|
|
|
496,603,481
|
|
|
|
As of June 30, 2012
|
|
||||||||||
|
|
|
|
|
Adjustments
|
|
|
|
|
||||
|
|
|
|
|
Productions
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
|
$
|
139,408,050
|
|
$
|
(148,279)
|
|
$
|
-
|
|
$
|
139,259,771
|
|
Total current assets
|
|
|
230,071,153
|
|
|
(148,279)
|
|
|
-
|
|
|
229,922,874
|
|
Goodwill
|
|
|
196,756,214
|
|
|
-
|
|
|
6,004,880
|
|
|
202,761,094
|
|
Intangible assets, net of accumulated amortization
|
|
|
36,012,094
|
|
|
-
|
|
|
906,430
|
|
|
36,918,524
|
|
Total intangibles and other assets
|
|
|
237,545,884
|
|
|
-
|
|
|
6,911,310
|
|
|
244,457,194
|
|
Total assets
|
|
|
481,324,621
|
|
|
(148,279)
|
|
|
6,911,310
|
|
|
488,087,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
100,130,613
|
|
$
|
137,706
|
|
$
|
-
|
|
$
|
100,268,319
|
|
Other liabilities
|
|
|
10,942,061
|
|
|
-
|
|
|
(1,354,311)
|
|
|
9,587,750
|
|
Accrued expenses
|
|
|
12,857,270
|
|
|
(672,741)
|
|
|
(35,672)
|
|
|
12,148,857
|
|
Total current liabilities
|
|
|
139,326,519
|
|
|
(535,035)
|
|
|
(1,389,983)
|
|
|
137,401,501
|
|
Deferred income taxes
|
|
|
-
|
|
|
-
|
|
|
7,002,310
|
|
|
7,002,310
|
|
Other long-term liabilities
|
|
|
-
|
|
|
-
|
|
|
1,354,311
|
|
|
1,354,311
|
|
Total liabilities
|
|
|
278,434,303
|
|
|
(535,035)
|
|
|
6,966,638
|
|
|
284,865,906
|
|
Common stock
|
|
|
4,918
|
|
|
-
|
|
|
1,065
|
|
|
5,983
|
|
Additional paid-in capital
|
|
|
190,771,056
|
|
|
-
|
|
|
(1,065)
|
|
|
190,769,991
|
|
Accumulated other comprehensive income
|
|
|
(311,160)
|
|
|
67,459
|
|
|
-
|
|
|
(243,701)
|
|
Retained earnings
|
|
|
80,771,495
|
|
|
319,297
|
|
|
(55,328)
|
|
|
81,035,464
|
|
Total stockholders' equity
|
|
|
202,890,318
|
|
|
386,756
|
|
|
(55,328)
|
|
|
203,221,746
|
|
Total liabilities and stockholders' equity
|
|
|
481,324,621
|
|
|
(148,279)
|
|
|
6,911,310
|
|
|
488,087,652
|
|
82 | ||
|
|
As of September 30, 2012
|
|
||||||||||
|
|
|
|
|
Adjustments
|
|
|
|
|
||||
|
|
|
|
|
Productions
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
|
$
|
153,598,624
|
|
$
|
(1,068,667)
|
|
$
|
-
|
|
$
|
152,529,957
|
|
Prepaid expenses
|
|
|
14,159,423
|
|
|
-
|
|
|
(50,040)
|
|
|
14,109,383
|
|
Other current assets
|
|
|
36,267,056
|
|
|
-
|
|
|
19,616
|
|
|
36,286,672
|
|
Total current assets
|
|
|
263,257,143
|
|
|
(1,068,667)
|
|
|
(30,424)
|
|
|
262,158,052
|
|
Goodwill
|
|
|
204,887,280
|
|
|
-
|
|
|
6,304,503
|
|
|
211,191,783
|
|
Intangible assets, net of accumulated amortization
|
|
|
35,688,146
|
|
|
-
|
|
|
906,430
|
|
|
36,594,576
|
|
Total intangibles and other assets
|
|
|
244,314,693
|
|
|
-
|
|
|
7,210,933
|
|
|
251,525,626
|
|
Total assets
|
|
|
522,102,848
|
|
|
(1,068,667)
|
|
|
7,180,509
|
|
|
528,214,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable-trade
|
|
$
|
125,752,284
|
|
$
|
137,706
|
|
$
|
-
|
|
$
|
125,889,990
|
|
Other liabilities
|
|
|
8,466,036
|
|
|
-
|
|
|
(1,379,506)
|
|
|
7,086,530
|
|
Accrued expenses
|
|
|
13,063,171
|
|
|
(950,703)
|
|
|
(35,672)
|
|
|
12,076,796
|
|
Total current liabilities
|
|
|
164,204,731
|
|
|
(812,997)
|
|
|
(1,415,178)
|
|
|
161,976,556
|
|
Deferred income taxes
|
|
|
-
|
|
|
-
|
|
|
7,301,933
|
|
|
7,301,933
|
|
Other long-term liabilities
|
|
|
-
|
|
|
-
|
|
|
1,379,506
|
|
|
1,379,506
|
|
Total liabilities
|
|
|
307,751,685
|
|
|
(812,997)
|
|
|
7,266,261
|
|
|
314,204,949
|
|
Common stock
|
|
|
4,992
|
|
|
-
|
|
|
1,054
|
|
|
6,046
|
|
Additional paid-in capital
|
|
|
195,560,051
|
|
|
-
|
|
|
(1,054)
|
|
|
195,558,997
|
|
Accumulated other comprehensive income
|
|
|
109,604
|
|
|
67,459
|
|
|
-
|
|
|
177,063
|
|
Retained earnings
|
|
|
85,747,839
|
|
|
(323,129)
|
|
|
(85,752)
|
|
|
85,338,958
|
|
Total stockholders' equity
|
|
|
214,351,163
|
|
|
(255,670)
|
|
|
(85,752)
|
|
|
214,009,741
|
|
Total liabilities and stockholders' equity
|
|
|
522,102,848
|
|
|
(1,068,667)
|
|
|
7,180,509
|
|
|
528,214,690
|
|
83 | ||
20.
|
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Continued)
|
|
|
Three Months Ended March 31, 2012
|
|
Three Months Ended March 31, 2013
|
|
||||||||||||||||||||
|
|
|
|
Adjustments
|
|
|
|
|
|
Adjustments
|
|
|
|
||||||||||||
|
|
|
|
Productions
|
|
|
|
|
|
|
|
Productions
|
|
|
|
|
|
||||||||
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||||||
Net income
|
|
$
|
3,687,688
|
|
$
|
547,036
|
|
$
|
194,490
|
|
$
|
4,429,214
|
|
$
|
895,130
|
|
$
|
(3,893,397)
|
|
$
|
196,993
|
|
$
|
(2,801,274)
|
|
Accounts receivable and unbilled revenue
|
|
|
(22,809,398)
|
|
|
(1,258,207)
|
|
|
2,162,845
|
|
|
(21,904,760)
|
|
|
378,286
|
|
|
(1,682,988)
|
|
|
-
|
|
|
(1,304,702)
|
|
Inventories
|
|
|
2,119,878
|
|
|
-
|
|
|
(471,482)
|
|
|
1,648,396
|
|
|
1,964,851
|
|
|
-
|
|
|
955,419
|
|
|
2,920,270
|
|
Prepaid expenses and other
|
|
|
(10,271,793)
|
|
|
-
|
|
|
(80,000)
|
|
|
(10,351,793)
|
|
|
(3,142,790)
|
|
|
-
|
|
|
44,008
|
|
|
(3,098,782)
|
|
Accounts payable
|
|
|
16,003,529
|
|
|
-
|
|
|
-
|
|
|
16,003,529
|
|
|
4,843,377
|
|
|
(96,015)
|
|
|
(1,036,420)
|
|
|
3,710,942
|
|
Accrued expenses and other
|
|
|
3,438,985
|
|
|
711,171
|
|
|
(1,805,853)
|
|
|
2,344,303
|
|
|
(4,137,671)
|
|
|
277,381
|
|
|
(160,000)
|
|
|
(4,020,290)
|
|
Net cash provided by operating activities
|
|
|
(7,472,638)
|
|
|
-
|
|
|
-
|
|
|
(7,472,638)
|
|
|
4,552,380
|
|
|
(5,395,019)
|
|
|
-
|
|
|
(842,639)
|
|
Payments of contingent consideration
|
|
|
(3,228,375)
|
|
|
-
|
|
|
-
|
|
|
(3,228,375)
|
|
|
(9,115,840)
|
|
|
5,395,019
|
|
|
-
|
|
|
(3,720,821)
|
|
Net cash provided by (used in) financing activites
|
|
|
12,886,424
|
|
|
-
|
|
|
-
|
|
|
12,886,424
|
|
|
(1,854,875)
|
|
|
5,395,019
|
|
|
-
|
|
|
3,540,144
|
|
|
|
Six Months Ended June 30, 2012
|
|
Six Months Ended June 30, 2013
|
|
||||||||||||||||||||
|
|
|
|
Adjustments
|
|
|
|
|
|
Adjustments
|
|
|
|
||||||||||||
|
|
|
|
Productions
|
|
|
|
|
|
|
|
Productions
|
|
|
|
|
|
||||||||
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||||||
Net income
|
|
$
|
8,162,088
|
|
$
|
(153,540)
|
|
$
|
194,490
|
|
$
|
8,203,038
|
|
$
|
2,798,475
|
|
$
|
(2,121,221)
|
|
$
|
196,993
|
|
$
|
874,247
|
|
Accounts receivable and unbilled revenue
|
|
|
(16,611,005)
|
|
|
(1,302,224)
|
|
|
2,162,845
|
|
|
(15,750,384)
|
|
|
5,692,347
|
|
|
(4,242,875)
|
|
|
-
|
|
|
1,449,472
|
|
Inventories
|
|
|
2,455,852
|
|
|
-
|
|
|
(471,482)
|
|
|
1,984,370
|
|
|
1,029,174
|
|
|
-
|
|
|
955,419
|
|
|
1,984,593
|
|
Prepaid expenses and other
|
|
|
(6,895,351)
|
|
|
-
|
|
|
(80,000)
|
|
|
(6,975,351)
|
|
|
4,244,632
|
|
|
-
|
|
|
44,008
|
|
|
4,288,640
|
|
Accounts payable
|
|
|
(5,364,653)
|
|
|
(27,810)
|
|
|
-
|
|
|
(5,392,463)
|
|
|
(6,379,266)
|
|
|
(96,015)
|
|
|
(1,036,420)
|
|
|
(7,511,701)
|
|
Accrued expenses and other
|
|
|
6,659,812
|
|
|
358,869
|
|
|
(1,805,853)
|
|
|
5,212,828
|
|
|
(5,132,129)
|
|
|
1,065,092
|
|
|
(160,000)
|
|
|
(4,227,037)
|
|
Net cash provided by operating activities
|
|
|
(9,996,549)
|
|
|
(1,124,705)
|
|
|
-
|
|
|
(11,121,254)
|
|
|
8,305,023
|
|
|
(5,395,019)
|
|
|
-
|
|
|
2,910,004
|
|
Payments of contingent consideration
|
|
|
(5,491,958)
|
|
|
1,124,705
|
|
|
-
|
|
|
(4,367,253)
|
|
|
(10,059,238)
|
|
|
5,395,019
|
|
|
-
|
|
|
(4,664,219)
|
|
Net cash provided by financing activites
|
|
|
16,119,500
|
|
|
1,124,705
|
|
|
-
|
|
|
17,244,205
|
|
|
6,112,521
|
|
|
5,395,019
|
|
|
-
|
|
|
11,507,540
|
|
|
|
Nine Months Ended September 30, 2012
|
|
Nine Months Ended September 30, 2013
|
|
||||||||||||||||||||
|
|
|
|
Adjustments
|
|
|
|
|
|
Adjustments
|
|
|
|
||||||||||||
|
|
|
|
Productions
|
|
|
|
|
|
|
|
Productions
|
|
|
|
|
|
||||||||
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
As Reported
|
|
Graphics
|
|
Other
|
|
As Restated
|
|
||||||||
Net income
|
|
$
|
13,138,432
|
|
$
|
(795,967)
|
|
$
|
164,067
|
|
$
|
12,506,532
|
|
$
|
10,090,396
|
|
$
|
(18,479,212)
|
|
$
|
196,993
|
|
$
|
(8,191,823)
|
|
Bad debt provision
|
|
|
856,098
|
|
|
-
|
|
|
-
|
|
|
856,098
|
|
|
569,334
|
|
|
(196,852)
|
|
|
-
|
|
|
372,482
|
|
Change in fair value of contingent consideration liability
|
|
|
797,476
|
|
|
-
|
|
|
-
|
|
|
797,476
|
|
|
(47,834,508)
|
|
|
17,166,946
|
|
|
-
|
|
|
(30,667,562)
|
|
Accounts receivable and unbilled revenue
|
|
|
(29,915,383)
|
|
|
(381,836)
|
|
|
2,162,845
|
|
|
(28,134,374)
|
|
|
(1,017,812)
|
|
|
(5,153,686)
|
|
|
-
|
|
|
(6,171,498)
|
|
Inventories
|
|
|
869,220
|
|
|
-
|
|
|
(471,482)
|
|
|
397,738
|
|
|
(8,276,976)
|
|
|
-
|
|
|
955,419
|
|
|
(7,321,557)
|
|
Prepaid expenses and other
|
|
|
(26,189,881)
|
|
|
-
|
|
|
(49,576)
|
|
|
(26,239,457)
|
|
|
955,618
|
|
|
-
|
|
|
44,008
|
|
|
999,626
|
|
Accounts payable
|
|
|
18,615,109
|
|
|
(27,810)
|
|
|
-
|
|
|
18,587,299
|
|
|
7,947,457
|
|
|
(158,569)
|
|
|
(1,036,420)
|
|
|
6,752,468
|
|
Accrued expenses and other
|
|
|
4,765,850
|
|
|
80,908
|
|
|
(1,805,854)
|
|
|
3,040,904
|
|
|
(7,414,905)
|
|
|
1,426,354
|
|
|
(160,000)
|
|
|
(6,148,551)
|
|
Net cash provided by operating activities
|
|
|
(13,100,484)
|
|
|
(1,124,705)
|
|
|
-
|
|
|
(14,225,189)
|
|
|
14,858,869
|
|
|
(5,395,019)
|
|
|
-
|
|
|
9,463,850
|
|
Payments of contingent consideration
|
|
|
(6,140,344)
|
|
|
1,124,705
|
|
|
-
|
|
|
(5,015,639)
|
|
|
(10,884,392)
|
|
|
5,395,019
|
|
|
-
|
|
|
(5,489,373)
|
|
Net cash provided by financing activites
|
|
|
20,163,365
|
|
|
1,124,705
|
|
|
-
|
|
|
21,288,070
|
|
|
15,512,553
|
|
|
5,395,019
|
|
|
-
|
|
|
20,907,572
|
|
84 | ||
|
|
|
|
|
|
(Uncollectible
|
|
|
|
|
|
|||||
|
|
|
|
|
|
Accounts
|
|
|
|
|
|
|||||
|
|
Balance at
|
|
|
|
Written Off,
|
|
|
|
|
|
|||||
|
|
Beginning of
|
|
Charged to
|
|
Net of
|
|
|
|
Balance at End
|
|
|||||
Description
|
|
Period
|
|
Expense
|
|
Recoveries)
|
|
Other
|
|
of Period
|
|
|||||
Fiscal year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
1,553,926
|
|
$
|
1,285,326
|
|
$
|
(710,462)
|
|
$
|
-
|
|
$
|
2,128,790
|
|
Fiscal year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
3,293,241
|
|
$
|
1,681,942
|
|
$
|
(3,421,257)
|
|
$
|
-
|
|
$
|
1,553,926
|
|
Fiscal year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
3,610,977
|
|
$
|
2,414,710
|
|
$
|
(2,732,446)
|
|
$
|
-
|
|
$
|
3,293,241
|
|
85 | ||
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
86 | ||
Item 9B.
|
Other Information
|
87 | ||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
|
|
|
|
Number of Securities Remaining
|
|
|
|
|
|
|
|
|
Available for future Issuance
|
|
|
|
|
Number of Securities to be
|
|
Weighted Average
|
|
Under Equity Compensation
|
|
|
|
|
Issued Upon Exercise of
|
|
Exercise Price of
|
|
Plans (Excluding Securities
|
|
|
Plan Category
|
|
Outstanding Options (a)
|
|
Outstanding Options
|
|
Reflected in Column (a))
|
|
|
Equity compensation plans approved by security holders(1)
|
|
3,553,534
|
|
$
|
8.52
|
|
424,983
|
|
Equity compensation plans not approved by security holders(3)
|
|
-
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
3,553,534
|
|
$
|
8.52
|
|
424,983
|
|
(1)
|
Includes our 2004 Unit Option Plan, which was merged with our 2006 Stock Incentive Plan.
|
(2)
|
Includes shares remaining available for future issuance under our 2006 Stock Incentive Plan.
|
(3)
|
There are no equity compensation plans in place not approved by our stockholders.
|
88 | ||
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
89 | ||
Item 15.
|
Exhibits, Financial Statement Schedules
|
90 | ||
|
INNERWORKINGS, INC.
|
|
|
|
|
|
By:
|
/ S / ERIC D. BELCHER
|
|
|
Eric D. Belcher
|
|
Title:
|
Chief Executive Officer and
|
|
|
President
|
Signature
|
|
Title
|
|
Date
|
|
|
President, Chief Executive Officer and Director
|
|
March 17, 2014
|
/ S / ERIC D. BELCHER
|
|
(principal executive officer)
|
|
|
Eric D. Belcher
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer (principal financial and
|
|
March 17, 2014
|
/ S / JOSEPH M. BUSKY
|
|
accounting officer)
|
|
|
Joseph M. Busky
|
|
|
|
|
|
|
|
|
|
/ S / JACK M. GREENBERG
|
|
Chairman of the Board
|
|
March 17, 2014
|
Jack M. Greenberg
|
|
|
|
|
|
|
|
|
|
/ S / LINDA S. WOLF
|
|
Director
|
|
March 17, 2014
|
Linda S. Wolf
|
|
|
|
|
|
|
|
|
|
/ S / CHARLES K. BOBRINSKOY
|
|
Director
|
|
March 17, 2014
|
Charles K. Bobrinskoy
|
|
|
|
|
|
|
|
|
|
/ S / JULIE M. HOWARD
|
|
Director
|
|
March 17, 2014
|
Julie M. Howard
|
|
|
|
|
|
|
|
|
|
/ S / DAVID FISHER
|
|
Director
|
|
March 17, 2014
|
David Fisher
|
|
|
|
|
|
|
|
|
|
/ S / PATRICK GALLAGHER
|
|
Director
|
|
March 17, 2014
|
Patrick Gallagher
|
|
|
|
|
91 | ||
Exhibit No.
|
|
Description
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation.(1)
|
|
|
|
3.2
|
|
Amended and Restated By-Laws.(1)
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate.(2)
|
|
|
|
10.1
|
|
InnerWorkings, LLC 2004 Unit Option Plan.(2)
|
|
|
|
10.2
|
|
InnerWorkings, Inc. 2006 Stock Incentive Plan, as amended and restated effective June 21, 2012.(4)
|
|
|
|
10.3
|
|
Form of InnerWorkings Restricted Stock Award Agreement.(3)
|
|
|
|
10.4
|
|
Form of Stock Option Award Agreement.(1)
|
|
|
|
10.5
|
|
InnerWorkings, Inc. Annual Incentive Plan.(2)
|
|
|
|
10.6
|
|
Stock Option Grant Agreement dated October 1, 2005 between InnerWorkings, Inc. and Jack M. Greenberg.(3)
|
|
|
|
10.7
|
|
Form of Indemnification Agreement.(2)
|
|
|
|
10.8
|
|
Amended and Restated Employment Agreement entered into as of December 19, 2013 by and between Eric D. Belcher and InnerWorkings, Inc.(5)
|
|
|
|
10.9
|
|
Amended and Restated Employment Agreement effective as of April 30, 2012 by and between Joseph Busky and InnerWorkings, Inc.(6)
|
|
|
|
10.10
|
|
Credit Agreement, dated as of August 2, 2010, by and among InnerWorkings, Inc., as borrower, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank, National Association, as documentation agent, and the other lenders party thereto. (7)
|
|
|
|
10.11
|
|
First Amendment to Credit Agreement, dated as of April 20, 2012, by and among InnerWorkings, Inc., as borrower, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank, National Association, as documentation agent, and the other lenders party hereto. (8)
|
92 | ||
Exhibit No.
|
|
Description
|
10.12
|
|
Employment Agreement entered into as of September 6, 2011 by and between InnerWorkings, Inc. and John Eisel.(9)
|
|
|
|
10.13
|
|
Stock purchase agreement, dated as of July 25, 2013, by and among InnerWorkings, Inc., Tomas Baca, Filip Zak and Ed Halla.(10)
|
|
|
|
10.14
|
|
Stock purchase agreement, dated as of July 25, 2013, by and among InnerWorkings, Inc., Tomas Baca and Filip Zak.(10)
|
|
|
|
21.1
|
|
Subsidiaries of InnerWorkings, Inc.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
(1)
|
Incorporated by reference to Form S-1 Registration Statement (File No. 333-139811).
|
|
||
|
(2)
|
Incorporated by reference to Form S-1 Registration Statement (File No. 333-133950).
|
|||
|
(3)
|
Incorporated by reference to Current Report on Form 8-K filed on January 28, 2008.
|
|||
|
(4)
|
Incorporated by reference to 2011 Proxy Statement on Schedule 14A filed on April 29, 2011.
|
|||
|
(5)
|
Incorporated by reference to Current Report on Form 8-K filed on December 20, 2013. | |||
|
(6)
|
Incorporated by reference to Current Report on Form 8-K filed on May 3, 2012.
|
|||
|
(7)
|
Incorporated by reference to Quarterly Report on Form 10-Q filed on August 6, 2010.
|
|||
|
(8)
|
Incorporated by reference to Current Report on Form 8-K filed on April 26, 2012.
|
|||
|
(9)
|
Incorporated by reference to Current Report on Form 8-K filed on September 23, 2011. | |||
|
(10)
|
Incorporated by reference to Current Report on Form 8-K filed on July 31, 2013. | |||
|
|
Management contract or compensatory plan or arrangement of the Company.
|
|||
|
|
|
|
|
93 | ||