Item 1. Condensed Consolidated Financial Statements
InnerWorkings, Inc. and subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Revenue
|
$
|
203,311
|
|
|
$
|
283,861
|
|
|
$
|
464,671
|
|
|
$
|
551,072
|
|
|
Cost of goods sold
|
154,890
|
|
|
215,463
|
|
|
352,808
|
|
|
420,664
|
|
|
Gross profit
|
48,421
|
|
|
68,398
|
|
|
111,863
|
|
|
130,408
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
45,117
|
|
|
57,404
|
|
|
96,756
|
|
|
113,235
|
|
|
Depreciation and amortization
|
3,310
|
|
|
3,233
|
|
|
6,437
|
|
|
5,849
|
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
7,191
|
|
|
—
|
|
|
Intangible and other asset impairments
|
609
|
|
|
—
|
|
|
883
|
|
|
—
|
|
|
Restructuring charges
|
3,644
|
|
|
3,698
|
|
|
7,281
|
|
|
7,632
|
|
|
(Loss) income from operations
|
(4,259
|
)
|
|
4,063
|
|
|
(6,685
|
)
|
|
3,692
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Interest income
|
53
|
|
|
104
|
|
|
109
|
|
|
202
|
|
|
Interest expense
|
(3,201
|
)
|
|
(2,486
|
)
|
|
(7,587
|
)
|
|
(5,232
|
)
|
|
(Loss) gain from change in fair value of warrant
|
(120
|
)
|
|
—
|
|
|
5,085
|
|
|
—
|
|
|
Foreign exchange gain (loss)
|
862
|
|
|
237
|
|
|
(1,929
|
)
|
|
(239
|
)
|
|
Other income
|
221
|
|
|
42
|
|
|
1,117
|
|
|
78
|
|
|
Total other expense
|
(2,185
|
)
|
|
(2,103
|
)
|
|
(3,205
|
)
|
|
(5,191
|
)
|
|
(Loss) income before income taxes
|
(6,444
|
)
|
|
1,960
|
|
|
(9,890
|
)
|
|
(1,499
|
)
|
|
Income tax expense
|
1,468
|
|
|
2,468
|
|
|
862
|
|
|
1,053
|
|
|
Net loss
|
$
|
(7,912
|
)
|
|
$
|
(508
|
)
|
|
$
|
(10,752
|
)
|
|
$
|
(2,552
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.05
|
)
|
|
Diluted loss per share
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
$
|
(7,715
|
)
|
|
$
|
(246
|
)
|
|
$
|
(15,651
|
)
|
|
$
|
(1,578
|
)
|
The accompanying notes form an integral part of the condensed consolidated financial statements.
InnerWorkings, Inc. and subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
Assets
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
35,311
|
|
|
$
|
42,711
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $3,470 and $3,830, respectively
|
158,636
|
|
|
202,406
|
|
|
Unbilled revenue
|
23,900
|
|
|
48,396
|
|
|
Other receivables
|
9,858
|
|
|
28,194
|
|
|
Inventories
|
37,303
|
|
|
34,977
|
|
|
Prepaid expenses
|
13,021
|
|
|
10,680
|
|
|
Other current assets
|
6,981
|
|
|
7,301
|
|
|
Total current assets
|
285,010
|
|
|
374,665
|
|
|
Property and equipment, net
|
36,357
|
|
|
37,224
|
|
|
Intangibles and other assets:
|
|
|
|
|
|
|
Goodwill
|
144,967
|
|
|
152,210
|
|
|
Intangible assets, net
|
6,693
|
|
|
7,714
|
|
|
Right of use assets, net
|
46,805
|
|
|
51,159
|
|
|
Deferred income taxes
|
2,183
|
|
|
2,182
|
|
|
Other non-current assets
|
3,018
|
|
|
4,129
|
|
|
Total intangibles and other assets
|
203,666
|
|
|
217,394
|
|
|
Total assets
|
$
|
525,033
|
|
|
$
|
629,283
|
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable
|
$
|
96,866
|
|
|
$
|
142,136
|
|
|
Accrued expenses
|
43,350
|
|
|
50,975
|
|
|
Deferred revenue
|
10,572
|
|
|
9,568
|
|
|
Revolving credit facility - current
|
76
|
|
|
593
|
|
|
Term loan - current
|
10,000
|
|
|
7,500
|
|
|
Other current liabilities
|
25,969
|
|
|
35,665
|
|
|
Total current liabilities
|
186,833
|
|
|
246,437
|
|
|
Lease liabilities
|
42,487
|
|
|
46,075
|
|
|
Revolving credit facility - non-current
|
40,476
|
|
|
60,086
|
|
|
Term loan - non-current
|
79,800
|
|
|
89,242
|
|
|
Deferred income taxes
|
8,053
|
|
|
8,053
|
|
|
Other long-term liabilities
|
1,762
|
|
|
1,138
|
|
|
Total liabilities
|
359,411
|
|
|
451,031
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
Common stock, par value $0.0001 per share, 200,000 shares authorized, 64,902 and 64,820 shares issued, and 52,688 and 52,133 shares outstanding, respectively
|
6
|
|
|
6
|
|
|
Additional paid-in capital
|
248,215
|
|
|
245,311
|
|
|
Treasury stock at cost, 12,215 and 12,688 shares, respectively
|
(78,418
|
)
|
|
(81,471
|
)
|
|
Accumulated other comprehensive loss
|
(27,348
|
)
|
|
(22,449
|
)
|
|
Retained earnings
|
23,167
|
|
|
36,855
|
|
|
Total stockholders' equity
|
165,622
|
|
|
178,252
|
|
|
Total liabilities and stockholders' equity
|
$
|
525,033
|
|
|
$
|
629,283
|
|
The accompanying notes form an integral part of the condensed consolidated financial statements.
InnerWorkings, Inc. and subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional Paid-in-Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Balance as of April 1, 2020
|
64,831
|
|
|
$
|
6
|
|
|
$
|
246,769
|
|
|
12,688
|
|
|
$
|
(81,471
|
)
|
|
$
|
(27,545
|
)
|
|
$
|
34,132
|
|
|
$
|
171,891
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,912
|
)
|
|
(7,912
|
)
|
|
Total other comprehensive income - foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
197
|
|
|
|
|
197
|
|
|
Issuance of common stock upon exercise of stock awards, net of withheld shares
|
71
|
|
|
|
|
(108
|
)
|
|
|
|
|
|
|
|
|
|
(108
|
)
|
|
Stock-based compensation expense
|
|
|
|
|
1,554
|
|
|
|
|
|
|
|
|
|
|
1,554
|
|
|
Reissuance of treasury shares
|
|
|
|
|
|
|
(473
|
)
|
|
3,053
|
|
|
|
|
(3,053
|
)
|
|
—
|
|
|
Balance as of June 30, 2020
|
64,902
|
|
|
$
|
6
|
|
|
$
|
248,215
|
|
|
12,215
|
|
|
$
|
(78,418
|
)
|
|
$
|
(27,348
|
)
|
|
$
|
23,167
|
|
|
$
|
165,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional Paid-in-Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total
|
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
Balance as of December 31, 2019
|
64,820
|
|
|
$
|
6
|
|
|
$
|
245,311
|
|
|
12,688
|
|
|
$
|
(81,471
|
)
|
|
$
|
(22,449
|
)
|
|
$
|
36,855
|
|
|
$
|
178,252
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,752
|
)
|
|
(10,752
|
)
|
|
Total other comprehensive loss - foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
(4,899
|
)
|
|
|
|
(4,899
|
)
|
|
Issuance of common stock upon exercise of stock awards, net of withheld shares
|
82
|
|
|
|
|
(130
|
)
|
|
|
|
|
|
|
|
|
|
(130
|
)
|
|
Stock-based compensation expense
|
|
|
|
|
3,034
|
|
|
|
|
|
|
|
|
|
|
3,034
|
|
|
Reissuance of treasury shares
|
|
|
|
|
|
|
(473
|
)
|
|
3,053
|
|
|
|
|
(3,053
|
)
|
|
—
|
|
|
Cumulative effect of change related to adoption of ASC 326
|
|
|
|
|
|
|
|
|
|
|
|
|
117
|
|
|
117
|
|
|
Balance as of June 30, 2020
|
64,902
|
|
|
$
|
6
|
|
|
$
|
248,215
|
|
|
12,215
|
|
|
$
|
(78,418
|
)
|
|
$
|
(27,348
|
)
|
|
$
|
23,167
|
|
|
$
|
165,622
|
|
InnerWorkings, Inc. and subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional Paid-in-Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total
|
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
Balance as of April 1, 2019
|
64,534
|
|
|
$
|
6
|
|
|
$
|
240,734
|
|
|
12,688
|
|
|
$
|
(81,471
|
)
|
|
$
|
(23,599
|
)
|
|
$
|
44,886
|
|
|
$
|
180,556
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(508
|
)
|
|
(508
|
)
|
|
Total other comprehensive income - foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
262
|
|
|
|
|
262
|
|
|
Issuance of common stock upon exercise of stock awards, net of withheld shares
|
95
|
|
|
|
|
(126
|
)
|
|
|
|
|
|
|
|
|
|
(126
|
)
|
|
Stock-based compensation expense
|
|
|
|
|
1,402
|
|
|
|
|
|
|
|
|
|
|
1,402
|
|
|
Balance as of June 30, 2019
|
64,629
|
|
|
$
|
6
|
|
|
$
|
242,010
|
|
|
12,688
|
|
|
$
|
(81,471
|
)
|
|
$
|
(23,337
|
)
|
|
$
|
44,378
|
|
|
$
|
181,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional Paid-in-Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total
|
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
Balance at December 31, 2018
|
64,495
|
|
|
$
|
6
|
|
|
$
|
239,960
|
|
|
12,688
|
|
|
$
|
(81,471
|
)
|
|
$
|
(24,311
|
)
|
|
$
|
46,771
|
|
|
$
|
180,955
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,552
|
)
|
|
(2,552
|
)
|
|
Total other comprehensive income - foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
974
|
|
|
|
|
974
|
|
|
Issuance of common stock upon exercise of stock awards, net of withheld shares
|
134
|
|
|
|
|
(91
|
)
|
|
|
|
|
|
|
|
|
|
(91
|
)
|
|
Stock-based compensation expense
|
|
|
|
|
2,141
|
|
|
|
|
|
|
|
|
|
|
2,141
|
|
|
Cumulative effect of change related to adoption of ASC 842
|
|
|
|
|
|
|
|
|
|
|
|
|
159
|
|
|
159
|
|
|
Balance as of June 30, 2019
|
64,629
|
|
|
$
|
6
|
|
|
$
|
242,010
|
|
|
12,688
|
|
|
$
|
(81,471
|
)
|
|
$
|
(23,337
|
)
|
|
$
|
44,378
|
|
|
$
|
181,586
|
|
The accompanying notes form an integral part of the condensed consolidated financial statements.
InnerWorkings, Inc. and subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2020
|
|
2019
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Net loss
|
$
|
(10,752
|
)
|
|
$
|
(2,552
|
)
|
|
Adjustments to reconcile net loss to net cash from operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
6,437
|
|
|
5,849
|
|
|
Stock-based compensation expense
|
2,521
|
|
|
2,141
|
|
|
Bad debt provision
|
426
|
|
|
689
|
|
|
Contract implementation cost amortization
|
135
|
|
|
213
|
|
|
Goodwill impairment
|
7,191
|
|
|
—
|
|
|
Long-lived asset impairment
|
883
|
|
|
—
|
|
|
Change in fair value of warrant
|
(5,085
|
)
|
|
—
|
|
|
Change in fair value of embedded derivatives
|
(519
|
)
|
|
—
|
|
|
Unrealized foreign exchange loss
|
1,184
|
|
|
—
|
|
|
Other operating activities, net
|
1,085
|
|
|
224
|
|
|
Change in assets and liabilities:
|
|
|
|
|
|
|
Accounts receivable and unbilled revenue
|
61,059
|
|
|
(10,099
|
)
|
|
Inventories
|
(3,134
|
)
|
|
4,582
|
|
|
Prepaid expenses and other assets
|
17,147
|
|
|
(4,163
|
)
|
|
Accounts payable
|
(41,351
|
)
|
|
(18,146
|
)
|
|
Accrued expenses and other liabilities
|
(19,190
|
)
|
|
22,551
|
|
|
Net cash provided by operating activities
|
18,037
|
|
|
1,289
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Purchases of property and equipment
|
(5,127
|
)
|
|
(6,881
|
)
|
|
Net cash used in investing activities
|
(5,127
|
)
|
|
(6,881
|
)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Net borrowings from old revolving credit facility
|
—
|
|
|
14,908
|
|
|
Net repayments on new revolving credit facility
|
(19,830
|
)
|
|
—
|
|
|
Net short-term secured borrowings
|
—
|
|
|
(833
|
)
|
|
Payments on term loan
|
(2,500
|
)
|
|
—
|
|
|
Proceeds from exercise of stock options
|
—
|
|
|
63
|
|
|
Payment of debt issuance costs
|
—
|
|
|
(935
|
)
|
|
Other financing activities, net
|
(130
|
)
|
|
(156
|
)
|
|
Net cash (used in) provided by financing activities
|
(22,460
|
)
|
|
13,047
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
2,150
|
|
|
(226
|
)
|
|
(Decrease) increase in cash and cash equivalents
|
(7,400
|
)
|
|
7,229
|
|
|
Cash and cash equivalents, beginning of period
|
42,711
|
|
|
26,770
|
|
|
Cash and cash equivalents, end of period
|
$
|
35,311
|
|
|
$
|
33,999
|
|
The accompanying notes form an integral part of the condensed consolidated financial statements.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Basis of Presentation
Basis of Presentation of Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements of InnerWorkings, Inc. and subsidiaries (the “Company”) included herein have been prepared to conform to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Footnote disclosures that would substantially duplicate the disclosures included in the December 31, 2019 audited financial statements have been omitted from these interim unaudited financial statements pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of the accompanying unaudited financial statements have been included, and all adjustments are of a normal and recurring nature. The operating results for the three and six month period ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. These condensed consolidated interim financial statements and notes should be read in conjunction with the Company’s condensed consolidated financial statements and notes thereto as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2020.
Liquidity and Management’s Plans
Additionally, under ASC 205, Presentation of Financial Statements, the Company is required to consider and has evaluated whether there is substantial doubt that it has the ability to meet its obligations within one year from the financial statement issuance date. This assessment also includes the Company’s consideration of any management plans to alleviate such doubts.
As further described in Note 11, Revolving Credit Facility, and Note 12, Long-Term Debt, within the notes to the financial statements included within this Form 10-Q, the agreements governing the Company's debt contain various restrictive covenants. Although we are in compliance with all of our debt covenants as of June 30, 2020, we have determined that it is probable we will violate certain financial covenants under our credit agreements within the next twelve months if covenant modifications are not obtained. If we were to violate one or more financial covenants, the lenders could declare us in default and could accelerate the amounts due under a portion or all of our outstanding debt.
We have discussed the terms for a modification with our lenders, and we believe we will receive such modification before any covenants are violated. Notwithstanding our belief that we will be successful in obtaining a modification of terms under our credit agreements, we also believe that the acquisition of the Company under the Agreement and Plan of Merger with HH Global Group Limited, described in Note 15, Subsequent Events, is probable of being completed and alleviates doubts about our ability to meet our obligations over the next twelve months.
Highly Inflationary Accounting
During 2018, the Argentinian economy was classified as highly inflationary under GAAP due to multiple years of increasing inflation, resulting in the remeasurement of our Argentinian operations into U.S. dollars. The application of highly inflationary accounting did not have a material impact on the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2020 and 2019.
Accounts Receivable and Other Financial Assets
Accounts receivable are uncollateralized customer obligations due under normal trade terms. Payment terms with customers are generally 30 to 90 days from the invoice date. Accounts receivable are stated in the condensed consolidated financial statements at the amount billed to the customer, less an estimate for potential credit losses. Interest is not generally accrued on outstanding balances.
The Company records an allowance for credit losses at the time that accounts receivable are initially recorded based on consideration of the current economic environment, expectation of future economic conditions, the Company’s historical collection experience and a loss-rate approach whereby the allowance is calculated using an estimated historical loss rate formulated by the age of the financial asset and multiplying it by the asset’s amortized cost at the balance sheet date. The Company reassesses its allowance at each reporting period. Aged receivables are written off when it becomes evident, based on age or unique customer circumstance, that such amounts will not be collected, and all reasonable collection efforts have been exhausted.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The accounts receivable allowance expense is recorded within selling, general, and administrative expenses on the Company's Condensed Consolidated Statement of Comprehensive Loss.
Additionally, the Company records an allowance for credit losses on other forms of financial assets, including unbilled revenue, other receivables, and other non-current assets. These forms of financial assets require a reserve under ASC 326, Financial Instruments - Credit Losses, as the financial assets are measured at amortized cost and represent receivables that result from revenue transactions under the scope of ASC 606, Revenue from Contracts with Customers, and other off-balance-sheet credit exposures, such as third-party supplier loan commitments. The Company records an allowance at the time the financial assets are initially recorded based on consideration of qualitative factors specific to the financial asset, including, but not limited to, credit-worthiness of the customer or supplier, in addition to the economic and historical collection factors previously noted. The allowances for credit losses for unbilled revenue, other receivables, and other non-current assets are immaterial to the condensed consolidated financial statements as of June 30, 2020. The other financial asset allowance expenses are recorded within selling, general, and administrative expenses on the Company's Condensed Consolidated Statement of Comprehensive Loss.
The Company believes its allowances are appropriately stated considering the quality of its financial asset portfolio as of June 30, 2020. While credit losses have historically been within expectations and the provisions established, the Company cannot guarantee that its credit loss experience will continue to be consistent with historical experience.
Treasury Shares
Common shares repurchased by the Company are recorded at cost as treasury shares and result in a reduction of equity. When treasury shares are reissued, the Company determines the cost using the first-in, first-out cost method. The difference between the cost of the treasury shares and reissuance price is included in Additional paid-in capital or Retained earnings.
Recent Accounting Pronouncements
Recently Adopted Accounting Standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure the impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. The guidance introduces a new credit reserving methodology known as the Current Expected Credit Loss ("CECL") methodology, which will alter the estimation process, inputs, and assumptions used in estimating credit losses. For the financial assets that are under the scope of this standard, entities will be required to use a new forward-looking “expected loss” model that estimates the loss over the lifetime of the asset based on macroeconomic conditions that correlate with historical loss experience, delinquency trends and aging behavior of receivables, current conditions, and reasonable and supportable forecasts. This will result in earlier recognition of allowance for doubtful accounts and will replace the Company’s “incurred loss” model that delayed the full amount of credit loss until the loss is probable of occurring. In addition, the standard requires entities to evaluate financial instruments by recording allowance for doubtful accounts by pooling of instruments based on similar risk characteristics, rather than a specific identification approach. The effective date is for fiscal years beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. The Company adopted ASU 2016-13 and related ASUs effective January 1, 2020 using a modified-retrospective transition method. The adoption and application of this standard did not have a material impact to the condensed consolidated financial statements. The Company will continue to actively monitor the impact of the COVID-19 pandemic on expected losses.
In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date is the first quarter of fiscal year 2020, with early adoption permitted for the removed disclosures and delayed adoption until fiscal year 2020 permitted for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company adopted this guidance in the first quarter of 2020 with no material impact on its condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of adoption of this ASU on its condensed consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The optional amendments are effective as of March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impacts the adoption of this guidance will have on its condensed consolidated financial statements.
2. Revenue Recognition
Nature of Goods and Services
The Company primarily generates revenue from the procurement of marketing materials for customers. Service revenue including creative, design, installation, warehousing and other services has not been material to the Company’s overall revenue to date. Products and services may be sold separately or in bundled packages. For bundled packages, the Company accounts for individual products and services separately if they are distinct - that is, if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
The Company includes any fixed charges per its contracts as part of the total transaction price. The transaction price is allocated between separate products and services in a bundle based on their standalone selling prices. The standalone selling prices are generally determined based on the prices at which the Company separately sells the products and services.
Revenue is measured based on consideration specified in a contract with a customer. Contracts may include variable consideration (for example, customer incentives such as rebates), and to the extent that variable consideration is not constrained, the Company includes the expected amount within the total transaction price and updates its assumptions over the duration of the contract. The constraint will generally not result in a reduction in the estimated transaction price.
The Company’s performance obligations related to the procurement of marketing materials are typically satisfied upon shipment or delivery of its products to customers, at which time the Company recognizes revenue. Payment is typically due from the customer at this time or shortly thereafter. Unbilled revenue represents shipments or deliveries that have been made to customers for which the related account receivable has not yet been invoiced. The Company does not have material future performance obligations that extend beyond one year.
Some service revenue, including stand-alone creative and other services, may be recognized over time but the difference between recognizing that revenue over time versus at a point in time when the service is completed and accepted by the customer is not material to the Company’s overall revenue to date.
Costs to Fulfill Customer Contracts and Contract Liabilities
The Company capitalizes certain setup costs related to new customers as fulfillment costs. Capitalized contract costs are amortized over the expected period of benefit using the straight-line method which is generally three years.
Contract liabilities are referred to as deferred revenue in the condensed consolidated financial statements. We record deferred revenue when cash payments are received in advance of satisfying our performance obligations, and we recognize revenue as these obligations are satisfied.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The amount of amortization during the three months ended June 30, 2020 and 2019 was $0.1 million and $0.1 million, and $0.1 million and $0.2 million during the six months ended June 30, 2020 and 2019 respectively. There was an incremental $0.6 million impairment loss during the six months ended June 30, 2020 in relation to contract implementation costs in the North America reportable segment. The impairment was calculated as the difference between the carrying amount of the asset and the recoverable amount.
The following table is a summary of the Company's costs to fulfill and contract liabilities (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
Costs to fulfill
|
$
|
567
|
|
|
$
|
1,238
|
|
|
Contract liabilities
|
10,572
|
|
|
9,568
|
|
|
Cash received
|
9,845
|
|
|
36,662
|
|
|
Revenue recognized
|
8,841
|
|
|
44,708
|
|
Costs to Obtain a Customer Contract
The Company incurs certain incremental costs to obtain a contract that the Company expects to recover. The Company applies a practical expedient and recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs would primarily relate to commissions paid to our account executives and are included in selling, general and administrative expenses.
No incremental costs to obtain a contract incurred by the Company during the three and six months ended June 30, 2020 and 2019 were required to be capitalized.
Transaction Price Allocated to Remaining Performance Obligations
ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of June 30, 2020. The Company does not have material future performance obligations that extend beyond one year. Accordingly, the Company has applied the optional exemption for contracts that have an original expected duration of one year or less. The nature of the remaining performance obligations as well as the nature of the variability and how it will be resolved is described above.
3. Allowance for Expected Credit Losses
The following is a rollforward of the allowance for expected credit losses related to the Company's trade receivables as of June 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
Balance as of December 31, 2019
|
$
|
3,830
|
|
|
Adjustment for adoption of ASU 2016-13
|
(431
|
)
|
|
Balance as of January 1, 2020
|
3,399
|
|
|
Current provision for expected credit losses(1)
|
71
|
|
|
Recoveries and write-offs
|
—
|
|
|
Balance as of June 30, 2020
|
$
|
3,470
|
|
(1) The current provision for expected credit losses includes the effect of exchange rate changes on accounts receivable through June 30, 2020.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Goodwill
The following is a rollforward of goodwill for each reportable segment as of June 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
EMEA
|
|
LATAM
|
|
Total
|
|
Goodwill as of December 31, 2019
|
|
|
|
|
|
|
|
|
Goodwill
|
$
|
170,642
|
|
|
$
|
96,225
|
|
|
$
|
7,109
|
|
|
$
|
273,976
|
|
|
Accumulated impairment
|
(18,432
|
)
|
|
(96,225
|
)
|
|
(7,109
|
)
|
|
(121,766
|
)
|
|
|
152,210
|
|
|
—
|
|
|
—
|
|
|
152,210
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment
|
(7,191
|
)
|
|
—
|
|
|
—
|
|
|
(7,191
|
)
|
|
Foreign exchange impact
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of June 30, 2020
|
|
|
|
|
|
|
|
|
Goodwill
|
170,590
|
|
|
96,225
|
|
|
7,109
|
|
|
273,924
|
|
|
Accumulated impairment
|
(25,623
|
)
|
|
(96,225
|
)
|
|
(7,109
|
)
|
|
(128,957
|
)
|
|
|
$
|
144,967
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144,967
|
|
The Company most recently recognized a partial impairment of its goodwill in the North America reportable segment as of March 31, 2020, as outlined below. The Company further considered indicators for impairment at June 30, 2020 given the significant level of goodwill remaining in the reportable segment as well as the recent impairment test at March 31, 2020.
Further, based on the terms of the Agreement and Plan of Merger with HH Global Limited, see Note 15, Subsequent Events, the Company determined the enterprise value of the North America reporting unit to be consistent with the enterprise value as of the March 31, 2020 impairment test and compared the enterprise value of the reporting unit to its respective carrying value. As a result, as of June 30, 2020, the enterprise value for the North America reporting unit does not exceed the carrying value by more than 30% and is therefore considered at risk.
At June 30, 2020, the Company performed a qualitative assessment to determine whether it is more likely than not that the fair value of our North America reportable segment is less than the carrying value. We considered the current and expected future economic and market conditions surrounding COVID-19 and the Agreement and Plan of Merger with HH Global Group Limited. See Note 15, Subsequent Events. After performing this qualitative goodwill impairment assessment, the Company determined that it did not have an interim goodwill triggering event as June 30, 2020.
The fair value estimates used in the goodwill impairment analysis require significant judgment. The fair value estimates were based on assumptions management believes to be reasonable, but that are inherently uncertain, including estimates of future revenue and operating margins and assumptions about the overall economic climate and the competitive environment for the business. The fair value determination of the North America reporting unit, the only reporting unit with goodwill remaining, primarily relies on management judgments around timing of generating revenue from recent new customer wins as well as timing of benefits expected to be received from the significant restructuring actions currently underway, see Note 6, Restructuring Activities and Charges to the Consolidated Financial Statements.
At June 30, 2020, the Company had $145.0 million of goodwill on its consolidated balance sheet, all of which relates to the North America reportable segment. If assumptions surrounding any of these factors or assumptions change, then a future impairment charge may occur.
2020 Goodwill Impairment Charges
As of March 31, 2020, the Company performed an interim impairment assessment due to a triggering event caused by a sustained decrease in the Company's stock price and lower outlook due to the deterioration in economic conditions caused by COVID-19. The Company determined a fair value for its North America reporting unit that considered both the discounted cash flow and guideline public company methods. The Company further compared the fair value of the reporting unit to its carrying
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
value. The fair value for the North America reporting unit was less than its carrying value and resulted in a non-cash goodwill impairment charge of $7.2 million. No tax benefit was recognized on such charge, and this charge had no impact on the Company's cash flows or compliance with debt covenants.
5. Other Intangibles and Long-Lived Assets
The following is a summary of the Company’s intangible assets as of June 30, 2020 and December 31, 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
Weighted
Average Life in Years
|
|
Customer lists
|
$
|
73,442
|
|
|
$
|
73,678
|
|
|
14.4
|
|
Non-competition agreements
|
943
|
|
|
959
|
|
|
4.1
|
|
Trade names
|
2,510
|
|
|
2,510
|
|
|
13.3
|
|
Patents
|
57
|
|
|
57
|
|
|
9.0
|
|
|
76,952
|
|
|
77,204
|
|
|
|
|
Less accumulated amortization and impairment
|
|
|
|
|
|
|
Customer lists
|
(67,096
|
)
|
|
(66,382
|
)
|
|
|
|
Non-competition agreements
|
(943
|
)
|
|
(959
|
)
|
|
|
|
Trade names
|
(2,168
|
)
|
|
(2,098
|
)
|
|
|
|
Patents
|
(52
|
)
|
|
(51
|
)
|
|
|
|
Total accumulated amortization and impairment
|
(70,259
|
)
|
|
(69,490
|
)
|
|
|
|
Intangible assets, net
|
$
|
6,693
|
|
|
$
|
7,714
|
|
|
|
Amortization expense related to these intangible assets was $0.6 million and $0.6 million for the three months ended June 30, 2020 and 2019, and $1.1 million and $1.1 million during the six months ended June 30, 2020 and 2019 respectively.
As of June 30, 2020, estimated amortization expense for the remainder of 2020 and each of the next five years and thereafter is as follows (in thousands):
|
|
|
|
|
|
|
|
Remainder of 2020
|
$
|
1,007
|
|
|
2021
|
1,783
|
|
|
2022
|
1,407
|
|
|
2023
|
961
|
|
|
2024
|
744
|
|
|
2025
|
467
|
|
|
Thereafter
|
324
|
|
|
|
$
|
6,693
|
|
6. Restructuring Activities and Charges
2018 Restructuring Plan
On August 10, 2018, the Company approved a plan (the "2018 Restructuring Plan") to reduce the Company's cost structure while driving value for its clients and stockholders. The 2018 Restructuring Plan was adopted as a result of the Company's determination that its selling, general and administrative costs were disproportionately high in relation to its revenue and gross profit. At the time of adoption, the plan was expected to be completed by the end of 2019 and the Company expected to incur pre-tax cash restructuring charges of $20.0 million to $25.0 million and pre-tax non-cash restructuring charges of $0.4 million. Where required by law, the Company consults with each of the affected country’s local Works Councils prior to implementing the plan. On February 21, 2019, the Board of Directors approved a two-year extension to the restructuring plan through the end of 2021.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
On February 24, 2020, the Company approved an increase in the size of the 2018 Restructuring Plan. From adoption through completion of the plan, the Company expects to incur pre-tax cash restructuring charges of $35.0 million to $45.0 million and pre-tax non-cash restructuring charges of $0.5 million. Cash charges are expected to include $9.0 million to $12.0 million for employee severance and related benefits, $8.0 million to $10.0 million for consulting fees and lease and contract terminations, and $18.0 million to $23.0 million for compensation realignment and other retention. The Company's increased 2018 restructuring plan will cover cost-reduction actions associated with the COVID-19 pandemic.
The following table summarizes the accrued restructuring activities for this plan for the six months ended June 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Severance and Related Benefits
|
|
Lease and Contract Termination Costs
|
|
Compensation Realignment and Other Retention
|
|
Other
|
|
Total
|
|
Balance as of December 31, 2019
|
|
$
|
666
|
|
|
$
|
23
|
|
|
$
|
3,636
|
|
|
$
|
258
|
|
|
$
|
4,583
|
|
|
Charges
|
|
1,969
|
|
|
369
|
|
|
4,425
|
|
|
518
|
|
|
7,281
|
|
|
Prepayments(1)
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|
Cash payments
|
|
(2,283
|
)
|
|
(402
|
)
|
|
(5,291
|
)
|
|
(494
|
)
|
|
(8,470
|
)
|
|
Non-cash settlements/adjustments(2)
|
|
58
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
36
|
|
|
Balance as of June 30, 2020
|
|
$
|
410
|
|
|
$
|
(32
|
)
|
|
$
|
2,806
|
|
|
$
|
282
|
|
|
$
|
3,466
|
|
(1) For compensation realignment and other retention amounts, expense is recognized over a mandatory future service period, whereby payments occur at certain intervals throughout the mandatory future service period. This line item represents prepayment activity that has occurred through June 30, 2020.
(2) Non-cash settlements and adjustments consist of (1) differences in total lease expense per ASC 842 and cash rental payments for leases that qualify to be recorded to restructuring and (2) foreign currency impacts.
The Company recorded the following restructuring costs by segment (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
North America
|
|
$
|
2,247
|
|
|
$
|
1,216
|
|
|
$
|
4,483
|
|
|
$
|
1,408
|
|
|
EMEA
|
|
1,009
|
|
|
326
|
|
|
1,889
|
|
|
1,405
|
|
|
LATAM
|
|
143
|
|
|
39
|
|
|
307
|
|
|
74
|
|
|
Other
|
|
245
|
|
|
2,117
|
|
|
602
|
|
|
4,745
|
|
|
Total
|
|
$
|
3,644
|
|
|
$
|
3,698
|
|
|
$
|
7,281
|
|
|
$
|
7,632
|
|
From adoption through June 30, 2020, the Company recognized $29.2 million in total restructuring charges pursuant to the 2018 Restructuring Plan.
2015 Restructuring Plan
On December 14, 2015, the Company approved a global realignment plan that allowed the Company to more efficiently meet client needs across its international platform. Through improved integration of global resources, the plan created back office and other efficiencies and allowed for the elimination of approximately 100 positions. In connection with these actions, the Company incurred total pre-tax cash restructuring charges of $6.7 million, the majority of which were recognized during 2016. These cash charges included approximately $5.6 million for employee severance and related benefits and $1.1 million for lease and contract terminations and other associated costs. The charges were all incurred by the end of 2016 with the final payouts occurring during the three months ended March 31, 2020.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table summarizes the accrued restructuring activities for this plan for the six months ended June 30, 2020 (in thousands), all of which relate to EMEA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Severance and Related Benefits
|
|
Lease and Contract Termination Costs
|
|
Other
|
|
Total
|
|
Balance as of December 31, 2019
|
|
$
|
122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
Charges
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
Cash payments
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
Balance as of June 30, 2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
7. Income Taxes
The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The Company’s reported effective income tax rate was (22.8)% and 125.9% for the three months ended June 30, 2020 and 2019, respectively. The Company’s reported effective income tax rate was (8.7)% and (70.2)% for the six months ended June 30, 2020 and 2019, respectively. The Company’s effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, valuation allowances, impacts of the Tax Reform Act, and foreign tax rates that are different than the U.S. federal statutory tax rate. In addition, the effective tax rate can be impacted each period by discrete factors and events such as a write-off of a deferred tax asset for stock‑based compensation due to the expiration of unexercised stock options and prior year provision to return adjustments.
Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will expire unutilized. At the end of each reporting period, the Company reviews the realizability of its deferred tax assets. There were no material valuation adjustments for the three months ended June 30, 2020 and 2019. Additionally, the Company continues to incur losses in jurisdictions which have valuation allowances against tax loss carryforwards, so a tax benefit has not been recognized in the financial statements for these losses.
8. Loss Per Share
Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. The Initial Warrant, as defined in Note 12, Long-Term Debt, was issued at a nominal exercise price and is considered outstanding at the date of issuance. Diluted loss per share is calculated by dividing net loss by the weighted average shares outstanding assuming dilution. Dilutive common shares outstanding is computed using the treasury stock method and reflects the additional shares that would be outstanding if dilutive stock options were exercised and restricted stock and restricted stock units were settled for common shares during the period. In addition, dilutive shares include any shares issuable related to performance share units ("PSUs") for which the performance conditions have been met as of the end of the period.
There were no dilutive effects for securities during the three and six months ended June 30, 2019 as a result of a net loss incurred in the period. In connection with the closing of the term loan in the third quarter of 2019, the Company issued the Initial Warrant which is classified and recorded as a liability at fair value with subsequent changes in fair value recognized in earnings. Refer to Note 12, Long-Term Debt, for additional information. For diluted earnings per share, changes in fair value related to the Initial Warrant are adjusted out of earnings when the adjustment would not result in an increase to earnings and thus be considered antidilutive. For the three months ended June 30, 2020, the adjustment to exclude the change in fair value would increase earnings, and thus net loss for the period was not adjusted. For the six months ended June 30, 2020, the adjustment to exclude the change in fair value would decrease earnings, and thus net loss for the period was adjusted.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The computation of basic and diluted loss per share is as follows (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net loss - basic
|
|
$
|
(7,912
|
)
|
|
$
|
(508
|
)
|
|
$
|
(10,752
|
)
|
|
$
|
(2,552
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
Change in fair value of Initial Warrant liability
|
|
—
|
|
|
—
|
|
|
(5,085
|
)
|
|
—
|
|
|
Net loss - diluted
|
|
$
|
(7,912
|
)
|
|
$
|
(508
|
)
|
|
$
|
(15,837
|
)
|
|
$
|
(2,552
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
52,327
|
|
|
51,773
|
|
|
52,233
|
|
|
51,830
|
|
|
Issuance of Initial Warrant
|
|
1,335
|
|
|
—
|
|
|
1,335
|
|
|
—
|
|
|
Weighted average shares outstanding - basic and diluted
|
|
53,662
|
|
|
51,773
|
|
|
53,568
|
|
|
51,830
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share
|
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.05
|
)
|
|
Diluted loss per share
|
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.05
|
)
|
9. Related Party Transactions
In the fourth quarter of 2017, the Company began providing marketing execution services to Enova International, Inc. ("Enova"). David Fisher, a member of the Company's Board of Directors, is the Chairman and Chief Executive Officer of Enova and has a direct ownership interest in Enova. The total amount billed for such services during the three months ended June 30, 2020 and 2019 was $1.1 million and $3.4 million, respectively, and $4.8 million and $6.1 million during the six months ended June 30, 2020 and 2019, respectively. The amounts receivable from Enova were nominal and $4.6 million as of June 30, 2020 and December 31, 2019, respectively.
In the second quarter of 2020, the Company began providing product procurement to Byline Bancorp, Inc. ("Byline"). Lindsay Corby, a member of the Company's Board of Directors, is the Chief Financial Officer of Byline and has a direct ownership interest in Byline. The total amount billed for such services during the three months ended June 30, 2020 was $0.1 million. There were no amounts receivable from Byline as of June 30, 2020.
10. Commitments and Contingencies
Self-insurance
The Company is self-insured for medical claims which is subject to stop-loss protection. An actuarial calculation of the estimated claims incurred but not reported is provided to the Company each period. The estimated claims incurred is currently updated semi-annually as it is immaterial in relation to the liability due to the limited population of claims since moving to the self-funded model on January 1, 2020. Further, the Company considered COVID-19's effect on insurance claims and recorded an immaterial additional liability based on actuarial estimates of the impact it will have on our claims. As of June 30, 2020, the medical claims liability was $1.0 million, and the liability is recorded within other current liabilities on the Company's Condensed Consolidated Balance Sheet.
Legal Contingencies
In October 2013, the Company removed the former owner of Productions Graphics from his role as President of Productions Graphics, the Company’s French subsidiary. He had been in that role since the Company’s 2011 acquisition of Productions Graphics, a European business then principally owned by him. In December 2013, the former owner of Productions Graphics initiated a wrongful termination claim in the Commercial Court of Paris seeking approximately €0.7 million (approximately $1.0 million) in fees and damages. The Company disputes the allegations of the former owner of Productions Graphics and
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
intends to vigorously defend these matters. In February 2014, based on a review the Company initiated into certain transactions associated with the former owner of Productions Graphics, the Company concluded that he had engaged in fraud by inflating the results of the Productions Graphics business in order to induce the Company to pay him €7.1 million in contingent consideration pursuant to the acquisition agreement. In light of those findings, in February 2014, the Company filed a criminal complaint in France seeking to redress the harm caused by his conduct and this proceeding is currently pending. In addition, in September 2015, the Company initiated a civil claim in the Paris Commercial Court against the former owner of Productions Graphics, seeking civil damages to redress these same harms. In addition to these pending matters, there may be other potential disputes between the Company and the former owner of Productions Graphics relating to the acquisition agreement. The Company had paid €5.8 million (approximately $8.0 million) in fixed consideration and €7.1 million (approximately $9.4 million) in contingent consideration to the former owner of Productions Graphics; the remaining maximum contingent consideration under the acquisition agreement was €34.5 million (approximately $37.6 million at the time) and the Company has determined that none of this amount was earned and payable.
In January 2014, a former finance employee of Productions Graphics initiated wrongful termination and overtime claims in the Labor Court of Boulogne-Billancourt, and he currently seeks damages of approximately €0.6 million (approximately $0.7 million). The Company disputes these allegations and intends to vigorously defend these matters. In addition, the Company’s criminal complaint in France, described above, seeks to redress harm caused by this former employee in light of his participation in the fraudulent transactions described above. The labor claim has been stayed in deference to the Company’s related criminal complaint.
11. Revolving Credit Facility
ABL Credit Agreement
On July 16, 2019, the Company and certain of its direct and indirect subsidiaries entered into a loan and security agreement (the “ABL Credit Agreement”) with Bank of America, N.A., as administrative agent, lender, issuing bank and collateral agent, and JPMorgan Chase Bank, N.A. and PNC Bank, National Association, as lenders (the “ABL Credit Facility”).
The ABL Credit Facility consists of a $105.0 million asset-based revolving line of credit, of which up to (i) $15.0 million may be used for UK Revolver Loans (as defined in the ABL Credit Agreement), (ii) $10.5 million may be used for Swingline Loans (as defined in the ABL Credit Agreement), and (iii) $10.0 million may be used for letters of credit. The ABL Credit Agreement provides that the revolving line of credit may be increased by up to an additional $20.0 million following satisfaction of certain conditions. The ABL Credit Facility matures on July 16, 2024. Advances under the ABL Credit Facility bear interest at either: (a) LIBOR (as defined in the ABL Credit Agreement), plus an applicable margin ranging from 2.00% to 2.50% for US LIBOR Loans and UK LIBOR Loans (each as defined in the ABL Credit Agreement); (b) the US Base Rate (as defined in the ABL Credit Agreement), plus an applicable margin ranging from 1.00% to 1.50% for US Base Rate Loans (as defined in the ABL Credit Agreement); or (c) the UK Base Rate (as defined in the ABL Credit Agreement), plus an applicable margin ranging from 2.00% to 2.50% for UK Base Rate Loans (as defined in the ABL Credit Agreement).
The Company’s obligations under the ABL Credit Agreement are guaranteed by certain of its subsidiaries pursuant to a guaranty included in the ABL Credit Agreement. As security for the Company’s and its subsidiaries’ obligations under the ABL Credit Agreement, each of the Company and the subsidiaries party thereto have granted: (i) a first priority lien on the Company’s and such subsidiaries’ accounts receivable, chattel paper (to the extent evidencing accounts receivable), inventory, deposit accounts, general intangibles related to the foregoing and proceeds related thereto; and (ii) a second-priority lien on substantially all its other tangible and intangible personal property, including the capital stock of certain of the Company’s direct and indirect subsidiaries. The priority of the liens is described in an intercreditor agreement between Bank of America, N.A. as ABL Agent and TCW Asset Management Company LLC as Term Agent (the “Intercreditor Agreement”).
The ABL Credit Agreement contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. In addition, the ABL Credit Agreement contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The ABL Credit Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the ABL Credit Agreement to be in full force and effect, and a change of control of the Company’s business. The usage and total commitment of these Loans shall not exceed the respective borrowing base set forth in the ABL Credit Agreement.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Within the ABL Credit Agreement, there is a cash dominion requirement for the United States ("US") and United Kingdom ("UK"). In the United States, Bank of America, N.A. (the agent) shall only exercise cash dominion and apply all customer collections of the US borrowers to US obligations when a Trigger Period exists, as defined in the ABL Credit Agreement. In the United Kingdom, all customer collections of the UK borrowers will be applied on a daily basis to any outstanding UK obligations and any credit balance will be transferred back to an account of the UK borrowers. The customer collections of the UK borrowers are only applied against the UK obligations. As a result of the cash dominion, the amount outstanding under the ABL Credit Agreement for UK borrowers has been classified as a current obligation. The amount outstanding under the ABL Credit Agreement for US borrowers has been classified as a long-term obligation, as no Trigger Period has yet occurred nor is considered probable. The amounts outstanding under the ABL Credit Agreement as of June 30, 2020 for the UK borrowers and the US borrowers are $0.1 million and $40.7 million, respectively.
The Company's deferred financing fees of approximately $2.0 million are presented as an asset and amortized on a straight-line basis over the term of the ABL Credit Agreement. Amortization of deferred financing fees is recorded in interest expense and was approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2020, respectively.
The Company has determined that the interest rate reset features embedded in the ABL Credit Agreement constitute an embedded derivative (collectively, the “ABL Embedded Derivative”) which has been bifurcated from the ABL Credit Facility and recorded as a derivative liability at fair value, with a corresponding discount recorded to the associated debt. The Company recorded a nominal amount and approximately $0.1 million in interest expense for the amortization of the ABL Embedded Derivative discount for the three and six months ended June 30, 2020, respectively.
The following schedule shows the change in fair value of the ABL Embedded Derivative at June 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
December 31, 2019
|
$
|
497
|
|
|
Change in fair value
|
(278
|
)
|
|
June 30, 2020
|
$
|
219
|
|
The change in fair value is recorded within other expense on the Company’s Condensed Consolidated Statement of Comprehensive Loss. Refer to Note 13, Fair Value Measurement, for further discussion.
The Company’s ABL Credit Facility at June 30, 2020 is summarized as follows (in thousands):
|
|
|
|
|
|
|
|
ABL Credit Facility outstanding
|
$
|
40,817
|
|
|
Less: Current portion of ABL Credit Facility for UK Borrowings
|
(76
|
)
|
|
Long-term portion of ABL Credit Facility
|
40,741
|
|
|
Less: ABL Embedded Derivative Discount(1)
|
(484
|
)
|
|
ABL Embedded Derivative Liability(2)
|
219
|
|
|
Total Revolving credit facility - non-current
|
$
|
40,476
|
|
|
|
|
|
(1) Original value of embedded derivative at July 16, 2019, less amortization.
(2) Value of embedded derivative as of June 30, 2020.
|
At June 30, 2020, the Company had $1.7 million of letters of credit outstanding which have not been drawn upon.
On February 22, 2016, the Company entered into a Revolving Credit Facility (the “Facility”) with Bank of America N.A. to support ongoing working capital needs of the Company's operations in China. The Facility includes a revolving commitment amount of $5.0 million whereby maturity dates vary based on each individual drawdown. On July 16, 2019, the Company modified the Facility to decrease the total revolving commitment amount from $5.0 million to $1.0 million. All other terms of the Facility remained unchanged. Outstanding borrowings under the Facility are guaranteed by the Company’s assets. Borrowings and repayments are made in renminbi, the official Chinese currency. The applicable interest rate is 110% of the People’s Bank of China’s base rate. The terms of the Facility include limitations on use of funds for working capital purposes as well as customary representations and warranties made by the Company. At June 30, 2020, the Company had $0.5 million of unused availability under the Facility.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
12. Long-Term Debt
On July 16, 2019, the Company and certain of its direct and indirect subsidiaries entered into a loan and security agreement (the “Term Loan Credit Agreement”) with TCW Asset Management Company LLC, as administrative agent and collateral agent, and the financial institutions party thereto as lenders (the “Term Loan Credit Facility”).
The Term Loan Credit Facility consists of a $100.0 million term loan facility. The Term Loan Credit Facility matures on July 16, 2024. Principal on the Term Loan Credit Facility is due in quarterly installments, commencing on September 30, 2019, in an amount equal to $1.3 million per quarter during the first year of the Term Loan Credit Facility and $2.5 million each quarter thereafter. The loans under the Term Loan Credit Facility bear interest at either: (a) the LIBOR Rate (as defined in the Term Loan Credit Agreement), plus an applicable margin ranging from 6.25% to 10.75%; or (b) the Prime Rate (as defined in the Term Loan Credit Agreement), plus an applicable margin ranging from 5.25% to 9.75%.
The Company’s obligations under the Term Loan Credit Agreement are guaranteed by certain of its subsidiaries pursuant to a guaranty included in the Term Loan Credit Agreement. As security for the Company’s and its subsidiaries’ obligations under the Term Loan Credit Agreement, each of the Company and the subsidiaries party thereto have granted: (i) a first priority lien on substantially all its tangible and intangible personal property (other than the assets described in the following clause (ii)), including the capital stock of certain of the Company’s direct and indirect subsidiaries, and (ii) a second priority lien on its accounts receivable, chattel paper (to the extent evidencing accounts receivable), inventory, deposit accounts, general intangibles related to the foregoing and proceeds related thereto. The priority of the liens is described in the Intercreditor Agreement.
The Term Loan Credit Agreement contains a minimum fixed charge coverage ratio financial covenant, a maximum total leverage ratio financial covenant, a minimum liquidity financial covenant and a maximum capital expenditures covenant, each of which must be maintained for the periods described in the Term Loan Credit Agreement. In addition, the Term Loan Credit Agreement contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The Term Loan Credit Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the Term Loan Credit Agreement to be in full force and effect, and a change of control of the Company’s business. The principal outstanding as of June 30, 2020 is $95.0 million.
The Company has determined the interest rate reset features embedded in the Term Loan Credit Agreement constitute an embedded derivative (collectively, the “Term Loan Embedded Derivative”) which has been bifurcated from Term Loan Credit Facility and recorded as a derivative liability at fair value, with a corresponding discount recorded to the associated debt. The Company recorded a nominal amount and $0.1 million in interest expense for the amortization of the Term Loan Embedded Derivative discount for the three and six months ended June 30, 2020, respectively.
The following schedule shows the change in fair value of the Term Loan Embedded Derivative at June 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
December 31, 2019
|
$
|
407
|
|
|
Change in fair value
|
(241
|
)
|
|
June 30, 2020
|
$
|
166
|
|
The change in fair value is recorded within other expense on the Company’s Condensed Consolidated Statement of Comprehensive Loss. Refer to Note 13, Fair Value Measurement, for further discussion.
In connection with the closing of the Term Loan Credit Agreement, the Company issued a Warrant (as defined below) to Macquarie US Trading LLC, an affiliate of TCW Asset Management Company LLC, to purchase fully paid and non-assessable shares of common stock of the Company. The Warrant is initially exercisable for an aggregate of 1,335,337 shares of the Company’s common stock with a per share exercise price of $0.01 (the “Initial Warrant”). The Initial Warrant is exercisable on or after (A) the date which is 10 days after the earlier of (x) the date that the Company delivers its financial statements for the fiscal quarter ended March 31, 2020 to the administrative agent and (y) May 15, 2020 (the “First Quarter Reporting Period End Date”) through (B) July 16, 2024. The initial warrant has not been exercised.
In addition, if either (x) the Total Leverage Ratio (as defined in the Term Loan Credit Agreement) as of March 31, 2020 for the four (4) consecutive fiscal quarter period then ended is greater than 4.25 to 1.00 or (y) the Company fails to deliver financial statements to the administrative agent as required by the Term Loan Credit Agreement for the fiscal quarter ended March 31,
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
2020, then from the First Quarter Reporting Period End Date through July 16, 2024, the Warrant shall also be exercisable for an additional 2.49% of the Company’s common stock calculated on a fully-diluted basis (the “Additional Warrant” or “Contingent Warrant” and together with the Initial Warrant, the “Warrant”). The Company did not trigger any of the provisions defined in the Term Loan Credit Agreement that would cause the Additional Warrant to be exercisable at March 31, 2020 and, accordingly, the additional warrant expired by its terms.
The Warrant may be exercised on a cashless basis, and the number of shares for which the Warrant are exercisable, and the associated exercise price are subject to certain proportional adjustments as set forth in the Warrant. In addition, the holder of the Warrant is entitled to certain piggyback registration rights.
In the event that the Total Leverage Ratio is less than 4.00 to 1.00 at any time between April 1, 2020 and March 31, 2021 (the “Buyback Period”) based on financial statements delivered to agent pursuant to the terms of the Term Loan Credit Agreement, and calculated on a pro forma basis factoring in the repurchase described in the Warrant, then on any day during the Buyback Period, the Company shall be permitted, upon 5 business days prior written notice given to Holder, to repurchase either (x) any portion of the Warrant not yet exercised and/or (y) any shares of common stock received from the Company pursuant to prior exercise of the Warrant, in each case at the Applicable Buyback Price (as defined in the Warrant) by paying cash to the Holder (“Buyback Option”).
The Initial Warrant was recorded as a liability at fair value and will be treated as a discount on the associated debt. The following schedule shows the change in fair value of the Initial Warrant at June 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
December 31, 2019
|
$
|
6,537
|
|
|
Change in fair value
|
(5,085
|
)
|
|
June 30, 2020
|
$
|
1,452
|
|
The Additional Warrant was no longer outstanding as of March 31, 2020 and therefore has no associated fair value at June 30, 2020.
The Term Loan is presented net of the related original issue discount (“OID”), which was $8.5 million on the issuance date of July 16, 2019. Accretion of OID is included in interest expense. The Company incurred $3.7 million of deferred financing fees related to the Term Loan Credit Agreement that has been recorded as a debt discount. The combined debt discount from the Initial Warrant liability, the Term Loan Embedded Derivative liability, and the debt issuance fees is being amortized into interest expense over the term of the Term Loan Credit Facility using the effective interest method. The Company recorded interest expense for the amortization of the Initial Warrant liability and Term Loan Embedded Derivative liability debt discounts of $0.3 million and $0.5 million for the three and six months ended June 30, 2020, respectively, and recorded an additional $0.2 million and $0.4 million of interest expense for the amortization of the debt issuance fees for the three and six months ended June 30, 2020, respectively.
The Company’s Term Loan Credit Facility at June 30, 2020 is summarized as follows (in thousands):
|
|
|
|
|
|
|
|
Term Loan Credit Facility outstanding
|
$
|
95,000
|
|
|
Less: Current portion of Term Loan Credit Facility
|
(10,000
|
)
|
|
Long-term portion of Term Loan Credit Facility
|
85,000
|
|
|
Less: Original Issue Discount(1)
|
(6,818
|
)
|
|
Term Loan Embedded Derivative Liability(2)
|
166
|
|
|
Initial Warrant Liability(2)
|
1,452
|
|
|
Total Term Loan Credit Facility - Non-current
|
$
|
79,800
|
|
|
|
|
|
(1) Original value of OID attributable to debt issuance costs, warrant liability and embedded derivatives at July 16, 2019, less amortization.
(2) Value of warrant liability and embedded derivatives as of June 30, 2020.
|
13. Fair Value Measurement
The Company estimates the fair value of the ABL Credit Facility and Term Loan Credit Facility using current market yields. These current market yields are considered Level 2 inputs.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The fair value of the Company’s Initial Warrant liability recorded in the Company’s financial statements is determined using the Black-Scholes-Merton option pricing model. The quoted price of the Company’s common stock in an active market, volatility and expected life is a Level 3 measurement. Volatility is based on the actual market activity of the Company’s stock. The expected life is based on the remaining contractual term of the Initial Warrant, and the risk-free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the Initial Warrant’s expected life. The fair value of the Company's Initial Warrant liability may significantly fluctuate based on the unobservable inputs described above including the Company's share price, expected volatility and risk-free interest rate.
The table below sets forth the assumptions used within the Black-Scholes-Merton option pricing model to value the Company’s Initial Warrant liability:
|
|
|
|
|
|
|
|
Stock price
|
$
|
1.32
|
|
|
Exercise price
|
$
|
0.01
|
|
|
Time until expiration (years)
|
4.04
|
|
|
Expected volatility
|
79.0
|
%
|
|
Risk-free interest rate
|
0.24
|
%
|
|
Expected dividend yield
|
—
|
%
|
The fair value of the Company’s embedded derivative liabilities recorded in the Company’s financial statements is determined using a probability-weighted discounted cash flow approach utilizing inputs outlined in Note 11, Revolving Credit Facility and Note 12, Long-Term Debt. To derive the fair value of the embedded derivatives, the Company estimates the fair value of the ABL Credit Facility and Term Loan Credit Facility with and without the embedded derivatives. The difference between the “with” and “without” fair values determines the fair value of the embedded derivative liabilities. Key inputs for the ABL Credit Facility and Term Loan Credit Facility valuation are the applicable margin, LIBOR and US Prime yield curves, default rates of comparable securities and the assumed cost of debt. The fair value of the Company's embedded derivative liabilities may significantly fluctuate based on unobservable inputs including assumed cost of debt.
The table below sets forth the total fair value of the ABL Credit Facility, ABL Embedded Derivative, Term Loan Credit Facility, Term Loan Embedded Derivative, and Initial Warrant as of June 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total Fair Value
|
|
ABL Credit Facility
|
|
$
|
115,270
|
|
|
$
|
—
|
|
|
$
|
115,270
|
|
|
ABL Embedded Derivative
|
|
—
|
|
|
219
|
|
|
219
|
|
|
Term Loan Credit Facility
|
|
85,164
|
|
|
—
|
|
|
85,164
|
|
|
Initial Warrant
|
|
—
|
|
|
1,452
|
|
|
1,452
|
|
|
Term Loan Embedded Derivative
|
|
—
|
|
|
166
|
|
|
166
|
|
|
Total
|
|
$
|
200,434
|
|
|
$
|
1,837
|
|
|
$
|
202,271
|
|
14. Business Segments
Segment information is prepared on the same basis that our Chief Executive Officer, who is our chief operating decision maker ("CODM"), manages the segments, evaluates financial results, and makes key operating decisions. The Company is organized and managed by the CODM as three operating segments: North America, EMEA and LATAM. The North America segment includes operations in the United States and Canada; the EMEA segment includes operations in the United Kingdom, continental Europe, the Middle East, Africa, and Asia; and the LATAM segment includes operations in Mexico, Central America, and South America. Other consists of intersegment eliminations, shared service activities, and corporate expenses which are not allocated to the operating segments as management does not consider them in evaluating segment performance.
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The table below presents financial information for the Company’s reportable segments and Other for the three and six months ended June 30, 2020 and 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
EMEA
|
|
LATAM
|
|
Other
|
|
Total
|
|
Three Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Revenue from third parties
|
$
|
140,995
|
|
|
$
|
49,095
|
|
|
$
|
13,221
|
|
|
$
|
—
|
|
|
$
|
203,311
|
|
|
Revenue from other segments
|
1,822
|
|
|
1,608
|
|
|
1
|
|
|
(3,431
|
)
|
|
—
|
|
|
Total revenue
|
$
|
142,817
|
|
|
$
|
50,703
|
|
|
$
|
13,222
|
|
|
$
|
(3,431
|
)
|
|
$
|
203,311
|
|
|
Adjusted EBITDA
|
$
|
13,140
|
|
|
$
|
4,218
|
|
|
$
|
(155
|
)
|
|
$
|
(11,072
|
)
|
|
$
|
6,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
Revenue from third parties
|
$
|
200,091
|
|
|
$
|
62,483
|
|
|
$
|
21,287
|
|
|
$
|
—
|
|
|
$
|
283,861
|
|
|
Revenue from other segments
|
650
|
|
|
2,713
|
|
|
2
|
|
|
(3,365
|
)
|
|
—
|
|
|
Total revenue
|
$
|
200,741
|
|
|
$
|
65,196
|
|
|
$
|
21,289
|
|
|
$
|
(3,365
|
)
|
|
$
|
283,861
|
|
|
Adjusted EBITDA
|
$
|
20,315
|
|
|
$
|
4,480
|
|
|
$
|
611
|
|
|
$
|
(12,414
|
)
|
|
$
|
12,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
EMEA
|
|
LATAM
|
|
Other
|
|
Total
|
|
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Revenue from third parties
|
$
|
338,704
|
|
|
$
|
97,305
|
|
|
$
|
28,662
|
|
|
$
|
—
|
|
|
$
|
464,671
|
|
|
Revenue from other segments
|
3,047
|
|
|
4,169
|
|
|
2
|
|
|
(7,218
|
)
|
|
—
|
|
|
Total revenue
|
$
|
341,751
|
|
|
$
|
101,474
|
|
|
$
|
28,664
|
|
|
$
|
(7,218
|
)
|
|
$
|
464,671
|
|
|
Adjusted EBITDA
|
$
|
36,780
|
|
|
$
|
5,580
|
|
|
$
|
274
|
|
|
$
|
(23,596
|
)
|
|
$
|
19,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
Revenue from third parties
|
$
|
388,365
|
|
|
$
|
122,662
|
|
|
$
|
40,045
|
|
|
$
|
—
|
|
|
$
|
551,072
|
|
|
Revenue from other segments
|
1,213
|
|
|
4,360
|
|
|
4
|
|
|
(5,577
|
)
|
|
—
|
|
|
Total revenue
|
$
|
389,578
|
|
|
$
|
127,022
|
|
|
$
|
40,049
|
|
|
$
|
(5,577
|
)
|
|
$
|
551,072
|
|
|
Adjusted EBITDA
|
$
|
36,332
|
|
|
$
|
7,256
|
|
|
$
|
876
|
|
|
$
|
(24,083
|
)
|
|
$
|
20,381
|
|
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The table below reconciles Adjusted EBITDA to net loss before income taxes (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Adjusted EBITDA
|
$
|
6,131
|
|
|
$
|
12,992
|
|
|
$
|
19,038
|
|
|
$
|
20,381
|
|
|
Depreciation and amortization
|
(3,310
|
)
|
|
(3,233
|
)
|
|
(6,437
|
)
|
|
(5,849
|
)
|
|
Stock-based compensation - equity classified awards
|
(1,554
|
)
|
|
(1,402
|
)
|
|
(3,034
|
)
|
|
(2,141
|
)
|
|
Stock-based compensation - liability classified awards (SARs)
|
(127
|
)
|
|
(46
|
)
|
|
513
|
|
|
(46
|
)
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
(7,191
|
)
|
|
—
|
|
|
Intangible and other asset impairments
|
(609
|
)
|
|
—
|
|
|
(883
|
)
|
|
—
|
|
|
Restructuring charges
|
(3,644
|
)
|
|
(3,698
|
)
|
|
(7,281
|
)
|
|
(7,632
|
)
|
|
Merger-related transaction costs
|
(790
|
)
|
|
—
|
|
|
(790
|
)
|
|
—
|
|
|
Professional fees related to control remediation
|
(356
|
)
|
|
(550
|
)
|
|
(620
|
)
|
|
(916
|
)
|
|
Executive search fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
Sales and use tax audit
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(Loss) income from operations
|
(4,259
|
)
|
|
4,063
|
|
|
(6,685
|
)
|
|
3,692
|
|
|
Interest income
|
53
|
|
|
104
|
|
|
109
|
|
|
202
|
|
|
Interest expense
|
(3,201
|
)
|
|
(2,486
|
)
|
|
(7,587
|
)
|
|
(5,232
|
)
|
|
(Loss) gain from change in fair value of warrant
|
(120
|
)
|
|
—
|
|
|
5,085
|
|
|
—
|
|
|
Foreign exchange gain (loss)
|
862
|
|
|
237
|
|
|
(1,929
|
)
|
|
(239
|
)
|
|
Other income
|
221
|
|
|
42
|
|
|
1,117
|
|
|
78
|
|
|
(Loss) income before income taxes
|
(6,444
|
)
|
|
1,960
|
|
|
(9,890
|
)
|
|
(1,499
|
)
|
|
Income tax expense
|
1,468
|
|
|
2,468
|
|
|
862
|
|
|
1,053
|
|
|
Net loss
|
$
|
(7,912
|
)
|
|
$
|
(508
|
)
|
|
$
|
(10,752
|
)
|
|
$
|
(2,552
|
)
|
The table below presents total assets for the Company's reportable segments and Other (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
North America
|
$
|
353,974
|
|
|
$
|
424,775
|
|
|
EMEA
|
120,081
|
|
|
140,013
|
|
|
LATAM
|
32,288
|
|
|
46,822
|
|
|
Other
|
18,690
|
|
|
17,673
|
|
|
Total assets
|
$
|
525,033
|
|
|
$
|
629,283
|
|
InnerWorkings, Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
15. Subsequent Events
Pending acquisition
On July 15, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HH Global Group Limited, a Company registered in England and Wales (“Parent”), HH Global Finance Limited, a Company registered in England and Wales, and Project Idaho Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”). The Merger Agreement provides for, among other things, the merger of Sub with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”), with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, the Company would become a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of our common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time will be canceled and automatically converted into the right to receive $3.00 in cash, without interest thereon, other than (i) shares that are held in the treasury of the Company or owned of record by any wholly owned subsidiary of the Company (other than those held on behalf of any third party), (ii) shares owned of record by Parent, Sub or any of their respective wholly owned subsidiaries (other than those held on behalf of any third party), and (iii) shares held by stockholders who have not voted in favor of or consented to the adoption of the Merger Agreement and who have properly demanded appraisal of such shares and complied with all the provisions of the Delaware General Corporation Law concerning the right of holders of shares to require appraisal.
Additional information about the Merger Agreement and the related transactions can be found in the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2020.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” that are based on beliefs, assumptions, and expectations of future events, taking into account the information currently available to the Company. All statements other than statements of current or historical fact contained in this report are forward-looking statements. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “will,” “seek,” “plan,” and similar statements are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual outcomes to differ materially from expectations of future outcomes the Company expresses or implies in any forward-looking statements. These risks and uncertainties include, but are not limited to: the satisfaction of the conditions precedent to the consummation of the proposed merger transaction involving HH Global Group Limited, including, without limitation, the receipt of stockholder and regulatory approvals; unanticipated difficulties or expenditures relating to the proposed merger; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors, officers and others following the announcement of the proposed merger; disruptions of current plans and operations caused by the announcement and pendency of the proposed merger; potential difficulties in employee retention due to the announcement and pendency of the proposed merger; the response of customers, suppliers, business partners and regulators to the announcement of the proposed merger; risks related to diverting management’s attention from the Company’s ongoing business operations; and other risks, relevant factors, and uncertainties identified in the Company’s filings with the Securities and Exchange Commission (the “SEC”) (including the information set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and in subsequent filings), which filings are available at the SEC’s website at www.sec.gov. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. The Company’s forward-looking statements speak only as of the date of this document. Other than as required by law, the Company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.
Overview
We are a leading global marketing engineering firm for some of the world's most marketing intensive companies, including those listed in the Fortune 1000. As a comprehensive outsourced global solution, we leverage proprietary technology, an extensive supplier network and deep domain expertise to streamline the creation, production and distribution of marketing and promotional materials, signage and displays, retail experiences, events and promotions and product packaging across every major market worldwide. The items we source generally are procured through the marketing supply chain and we refer to these items collectively as marketing materials. Through our network of global suppliers, we offer a full range of fulfillment and logistics services that allow us to procure marketing materials of virtually any kind. The breadth of our product offerings and services and the depth of our supplier network enable us to fulfill the marketing materials procurement needs of our clients.
We generate revenue by procuring and purchasing marketing materials from our suppliers and selling those products to our clients. We procure products for clients across a wide range of industries, such as retail, financial services, hospitality, consumer packaged goods, non-profits, healthcare, pharmaceuticals, food and beverage, broadcasting, and cable and transportation.
As of June 30, 2020, we had approximately 2,000 employees in over 20 countries. For the six months ended June 30, 2020, we generated global revenue from third parties of $338.7 million in the North America segment, $97.3 million in the EMEA segment, and $28.7 million in the LATAM segment.
Our objective is to continue to increase our sales globally by adding new clients and increasing our sales to existing clients through additional marketing services or expanding into new geographic markets. Operationally, we are integrating our product and service offerings, re-evaluating our geographic footprint, and creating synergies across various business units.
Impact of COVID-19
The emergence of a novel coronavirus (COVID-19) around the world, and particularly in the United States, Europe, China, and South America presents various risks to the Company. The global impact of the outbreak has been rapidly evolving and many countries have reacted by instituting quarantine measures, mandating business and school closure and restricting travel, all of which have had an adverse effect on the global economy. The Company cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company’s results of operations, financial position, and liquidity, much of which will depend on when and to what extent current restrictions are lifted and economic conditions improve. In response to the global pandemic, the Company has created a COVID-19 executive task force that has implemented business continuity plans and has taken a variety of actions to ensure the ongoing availability of our services, while also undertaking appropriate health and safety
measures for its employees. The executive task force has authority to make timely, informed decisions relating to our business continuity planning and actions. As a result of these actions, the Company has not experienced any material disruptions to date in its operations or ability to service our clients. In addition, the Company has been able to respond quickly to our customers’ changing business demands related to the COVID-19 pandemic.
Overall, the Company maintains sufficient liquidity to continue business operations during these uncertain economic conditions. As discussed in Liquidity and Capital Resources below, the Company had liquidity of approximately $86.3 million as of June 30, 2020, comprised of cash on hand of $35.3 million and an undrawn revolving credit facility of $51.0 million.
The Company will continue to monitor the situation and may take further actions that affect our business operations and performance. These actions may result from requirements mandated by federal, state or local authorities or that we determine to be in the best interests of our employees, customers, and shareholders. The situation surrounding COVID-19 remains fluid, and the potential for a material impact on the Company increases the longer the pandemic impacts the level of economic activity in the United States and in other countries. For these reasons, the Company cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company’s results of operations, financial position, and liquidity. See Part II, Item 1A. Risk Factors for further information.
Critical Accounting Policies
Our unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience and on other factors that we believe to be reasonable. Actual results may differ from those estimates. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. For additional detail regarding our critical accounting policies including revenue recognition, goodwill, other intangible assets, and leases, see our discussion for the year ended December 31, 2019 included in the Company's 2019 Annual Report on Form 10-K. There have been no material changes to these policies as of June 30, 2020.
Current Expected Credit Loss (CECL)
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure the impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. The Company adopted the standard and all related ASUs effective January 1, 2020 using a modified-retrospective transition method. The adoption and application of this standard did not have a material impact to the condensed consolidated financial statements. For further discussion, refer to Note 1, Basis of Presentation.
Key Performance Metrics
We regularly review a number of key metrics to evaluate our business, measure progress and make strategic decisions. The measures include Revenue, Gross Profit and Adjusted EBITDA. For additional discussion, see Key Components of Statement of Operations and Non-GAAP Financial Measures below.
Key Components of Statement of Operations
Revenue
We generate revenue through the procurement of marketing materials for our clients. Our revenue consists of the prices paid to us by our clients for marketing materials. These prices, in turn, reflect the amounts charged to us by our suppliers plus our gross profit. Our gross profit margin may be fixed by contract or may depend on prices negotiated on a job-by-job basis. Once the client accepts our pricing terms, the selling price is established, and we arrange shipment of the product. The product is shipped directly from our supplier or from our warehouse to a destination specified by our client. The client is invoiced upon shipment or receipt, depending on contract terms, for the product as well as shipping and handling.
We agree to provide our clients with marketing materials that conform to the industry standard of a “commercially reasonable quality,” and our suppliers in turn agree to provide us with products of the same quality. In addition, the quotes we execute with our clients include customary industry terms and conditions that limit the amount of our liability for product defects. Product defects have not had a material adverse effect on our results of operations to date.
Cost of Goods Sold and Gross Profit
Our cost of goods sold consists of the price at which we purchase products from our suppliers, facility costs, and personnel costs for creative design services and warehousing. We procure product for our own account and generally take full title and risk of loss upon shipment.
Our gross profit is determined by the selling prices of the product and shipping charges less the cost of the product, direct personnel, warehousing, and shipping and handling costs.
Operating Expenses and Loss from Operations
Our selling, general and administrative expenses consist of compensation costs for our management team, client engagement personnel, production managers, corporate functions and operational support employees, as well as commissions paid to our account executives. In addition, selling, general and administrative expenses include public company expenses, facilities fees, travel and entertainment expenses, corporate systems fees, and legal and accounting fees.
We accrue for commissions when we recognize the related revenue. Some of our account executives receive a monthly draw to provide them with a more consistent income stream. The cash paid to our account executives in advance of commissions earned is reflected as a prepaid expense on our balance sheet. As our account executives earn commissions, a portion of their commission payment is withheld and offset against their prepaid commission balance, if any.
Non-GAAP Financial Measures
Adjusted EBITDA
Adjusted EBITDA, which represents loss from operations with the addition of depreciation and amortization, stock-based compensation expense, goodwill and long-lived asset impairment charges, restructuring charges, merger-related transaction costs, various one-time professional fees, executive search expenses, and other charges itemized in the reconciliation table noted within Note 14, Business Segments, is considered a non-GAAP financial measure under SEC regulations. Loss from operations is the most directly comparable financial measure calculated in accordance with GAAP. The Company presents this measure as supplemental information to help our investors better understand trends in our business over time. Our management team uses Adjusted EBITDA to evaluate the performance of our 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 our overall financial performance and liquidity. Moreover, the Adjusted EBITDA definition we use may not be comparable to similarly titled measures reported by other companies.
Adjusted Diluted Earnings Per Share
Adjusted diluted earnings per share, which represents net loss, with the addition of exclusive items that are non-recurring to our operating business, divided by the weighted average shares outstanding plus share equivalents that would arise from the exercise of stock options and restricted stock and other contingently issuable shares, is considered a non-GAAP financial measure under SEC regulations. Diluted loss per share is the most directly comparable financial measure calculated in accordance with GAAP. The Company presents this measure as supplemental information to help our investors better understand trends in our business over time. Our management team uses adjusted diluted earnings per share to evaluate the performance of our business. Adjusted diluted earnings per share is not equivalent to any measure of performance required to be reported under GAAP, nor should this data be considered an indicator of our overall financial performance and liquidity. Moreover, the adjusted diluted earnings per share definition we use may not be comparable to similarly titled measures reported by other companies.
Comparison of Three Months Ended June 30, 2020 and 2019
Revenue
Our third party revenue by segment for each of the periods presented was as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
2020
|
|
% of Total
|
|
2019
|
|
% of Total
|
|
|
|
|
|
|
|
|
|
|
North America
|
$
|
140,995
|
|
|
69.4
|
%
|
|
$
|
200,091
|
|
|
70.5
|
%
|
|
EMEA
|
49,095
|
|
|
24.1
|
%
|
|
62,483
|
|
|
22.0
|
%
|
|
LATAM
|
13,221
|
|
|
6.5
|
%
|
|
21,287
|
|
|
7.5
|
%
|
|
Revenue from third parties
|
$
|
203,311
|
|
|
100.0
|
%
|
|
$
|
283,861
|
|
|
100.0
|
%
|
North America. Revenue decreased by $59.1 million, or 29.5%, in the three months ended June 30, 2020 over the corresponding period in 2019. The decrease in revenue is driven by the negative impact of COVID-19 resulting in a decline in spend from enterprise clients.
EMEA. Revenue decreased by $13.4 million, or 21.4%, in the three months ended June 30, 2020 over the corresponding period in 2019. The decrease was a result of reduced spend with certain clients and declines in marketing spend as a result of COVID-19.
LATAM. Revenue decreased by $8.1 million, or 37.9%, in the three months ended June 30, 2020 over the corresponding period in 2019. The decrease was a result of reduced spend with certain clients and declines in marketing spend as a result of COVID-19.
Cost of goods sold
Cost of goods sold decreased by $60.6 million, or 28.1%, in the three months ended June 30, 2020 over the corresponding period in 2019. The decrease is consistent with the decline in our revenue resulting from the negative impacts of COVID-19 across all regions during the quarter. Our cost of goods sold as a percentage of revenue was 76.2% and 75.9% during the three months ended June 30, 2020 and 2019, respectively.
Gross profit margin
Gross profit margin was 23.8% and 24.1% during the three months ended June 30, 2020 and 2019, respectively. The decrease was primarily due to temporary operational inefficiencies during the period.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased by $12.3 million, or 21.4%, in the three months ended June 30, 2020 over the corresponding period in 2019. The decrease was driven by several factors, which included the realization of cost savings and restructuring initiatives. In response to COVID-19, certain cost savings initiatives were implemented during the quarter, such as employee furloughs and terminations, hiring restrictions, cancellation of merit increases, and restricted travel.
Depreciation and amortization
Depreciation and amortization expense increased by $0.1 million, or 2.4%, in the three months ended June 30, 2020 compared to the corresponding period in 2019. The increase is due to additional software development capitalized during the quarter.
Intangible and other asset impairments
As of June 30, 2020, the Company recognized a $0.6 million non-cash, contract asset impairment charge related to costs to fulfill a contract that were deemed to be non-recoverable in North America.
Restructuring charges
On August 10, 2018, the Company's Board of Directors approved a plan to reduce the Company's cost structure while driving value for its clients and stockholders. For the three months ended June 30, 2020 and 2019, we incurred $3.6 million and $3.7 million, respectively, in restructuring charges.
(Loss) income from operations
(Loss) income from operations decreased by $8.3 million in the three months ended June 30, 2020 over the corresponding period in 2019. As a percentage of revenue, (loss) income from operations was (2.1)% and 1.4% during the three months ended June 30, 2020 and 2019, respectively. As a percentage of gross profit, (loss) income from operations was (8.8)% and 5.9% during the three months ended June 30, 2020 and 2019, respectively. The decrease is primarily attributable to lower gross profit during the period as a result of the decline in revenues related to COVID-19.
Other expense
Other expense increased by $0.1 million in the three months ended June 30, 2020 over the corresponding period in 2019 primarily as a result of higher interest expense offset by foreign currency impacts.
Income tax expense
Income tax expense decreased by $1.0 million in the three months ended June 30, 2020 over the corresponding period in 2019. Our effective tax rate was (22.8)% and 125.9% for the three months ended June 30, 2020 and 2019, respectively. The Company's effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, valuation allowances, impacts of the Tax Reform Act, and foreign tax rates that are different than the U.S. federal statutory tax rate. In addition, the effective tax rate can be impacted each period by discrete factors and events such as a write-off of a deferred tax asset for stock‑based compensation due to the expiration of unexercised stock options and prior year provision to return adjustments.
Net loss
Net loss increased by $7.4 million, or 1,457.5%, in the three months ended June 30, 2020 over the corresponding period in 2019. Net loss as a percentage of revenue was (3.9)% and (0.2)% during the three months ended June 30, 2020 and 2019, respectively. Net loss as a percentage of gross profit was (16.3)% and (0.7)% during the three months ended June 30, 2020 and 2019, respectively. The increase in net loss is attributable to lower gross profit as a result of the decline in revenue related to COVID-19.
Comparison of Six Months Ended June 30, 2020 and 2019
Revenue
Third party revenue by segment for each of the periods presented was as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2020
|
|
% of Total
|
|
2019
|
|
% of Total
|
|
North America
|
$
|
338,704
|
|
|
72.9
|
%
|
|
$
|
388,365
|
|
|
70.4
|
%
|
|
EMEA
|
97,305
|
|
|
20.9
|
%
|
|
122,662
|
|
|
22.3
|
%
|
|
LATAM
|
28,662
|
|
|
6.2
|
%
|
|
40,045
|
|
|
7.3
|
%
|
|
Revenue from third parties
|
$
|
464,671
|
|
|
100.0
|
%
|
|
$
|
551,072
|
|
|
100.0
|
%
|
North America. Revenue decreased by $49.7 million, or 12.8%, in the six months ended June 30, 2020 over the corresponding period in 2019. The decrease in revenue relates to delays and decline in market spend with various enterprise clients as a result of COVID-19.
EMEA. Revenue decreased by $25.4 million, or 20.7%, in the six months ended June 30, 2020 over the corresponding period in 2019. The decrease was a result of reduced spend with certain clients and declines in marketing spend as a result of COVID-19 and foreign currency impacts.
LATAM. Revenue decreased by $11.4 million, or 28.4%, in the six months ended June 30, 2020 over the corresponding period in 2019. The decrease was a result of reduced spend with certain clients and declines in marketing spend as a result of COVID-19.
Cost of goods sold
Cost of goods sold decreased by $67.9 million, or 16.1%, in the six months ended June 30, 2020 over the corresponding period in 2019. The decrease is consistent with the decline in our revenue resulting from the negative impacts of COVID-19 across all regions during the period. Cost of goods sold as a percentage of revenue was 75.9% and 76.3% during the six months ended June 30, 2020 and 2019, respectively.
Gross profit margin
Gross profit margin was 24.1% and 23.7% during the six months ended June 30, 2020 and 2019, respectively. The increase was primarily driven by more favorable mix of services in North America.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased by $16.5 million, or 14.6%, in the six months ended June 30, 2020 over the corresponding period in 2019. The decrease was driven by several factors, which included the realization of cost savings and restructuring initiatives. In response to COVID-19, certain cost savings initiatives were implemented during the period, such as employee furloughs and terminations, hiring restrictions, cancellation of merit increases, and restricted travel.
Depreciation and amortization
Depreciation and amortization expense increased by $0.6 million, or 10.1%, in the six months ended June 30, 2020 over the corresponding period in 2019. The increase is due to additional software development capitalized during the quarter.
Goodwill Impairment
During the first quarter of 2020, the Company performed an interim impairment assessment due to a triggering event caused by a sustained decrease in the Company's stock price and lower outlook due to the deterioration in economic conditions caused by COVID-19. Based on the assessment, the Company determined that the enterprise value for the North America reporting unit was less than its carrying value and resulted in a goodwill impairment charge of $7.2 million. Refer to Note 4, Goodwill for further discussion.
Intangible and other asset impairments
As of June 30, 2020, the Company recognized a $0.6 million non-cash, contract asset impairment charge related to costs to fulfill a contract that were deemed to be non-recoverable in North America. In addition, during the first quarter of 2020, the Company recognized $0.3 million right-of-use asset impairment within EMEA and LATAM segments due to a triggering event caused by a sustained decrease in our Company's stock price and lower outlook due to the deterioration in economic conditions caused by COVID-19.
Restructuring charges
On August 10, 2018, the Company's Board of Directors approved a plan to reduce the Company's cost structure while driving value for its clients and stockholders. For the six months ended June 30, 2020 and 2019, we incurred $7.3 million and $7.6 million, respectively, in restructuring charges.
(Loss) income from operations
(Loss) income from operations decreased by $10.4 million in the six months ended June 30, 2020 over the corresponding period in 2019. As a percentage of revenue, (loss) income from operations was (1.4)% and 0.7% during the six months ended June 30, 2020 and 2019, respectively. The decrease is primarily attributable to lower gross profit during the period due to the decline in revenue related to COVID-19, along with goodwill and intangible and other asset impairment charges, partially offset by cost reduction efforts across the regions.
Other expense
Other expense decreased by $2.0 million in the six months ended June 30, 2020 over the corresponding period in 2019. The decrease in expense was primarily driven by the change in fair value of the warrant and derivative liabilities, partially offset by foreign exchange losses and an increase in interest expense.
Income tax expense
Income tax expense decreased by $0.2 million in the six months ended June 30, 2020 over the corresponding period in 2019. Our effective tax rate was (8.7)% and (70.2)% for the six months ended June 30, 2020 and 2019, respectively. The Company's effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, valuation allowances, impacts of the Tax Reform Act, and foreign tax rates that are different than the U.S. federal statutory tax rate. In addition, the effective tax rate can be impacted each period by discrete factors and events such as a write-off of a deferred tax asset for stock‑based compensation due to the expiration of unexercised stock options and prior year provision to return adjustments.
Net loss
Net loss increased by $8.2 million, or 321.3%, in the six months ended June 30, 2020 over the corresponding period in 2019. Net loss as a percentage of revenue was (2.3)% and (0.5)% during the six months ended June 30, 2020 and 2019, respectively. Net loss as a percentage of gross profit was (9.6)% and (2.0)% during the six months ended June 30, 2020 and 2019, respectively. The increase in net loss is primarily attributable to goodwill and intangible and other asset impairment charges and foreign exchanges losses, offset by the change in fair value of warrant and derivative liabilities, and decrease in operating expenses due to cost savings and restructuring initiatives during the period.
Adjusted EBITDA
Adjusted EBITDA by segment for each of the periods presented was as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
2020
|
|
% of Total
|
|
2019
|
|
% of Total
|
|
North America
|
$
|
13,140
|
|
|
214.3
|
%
|
|
$
|
20,315
|
|
|
156.4
|
%
|
|
EMEA
|
4,218
|
|
|
68.8
|
%
|
|
4,480
|
|
|
34.5
|
%
|
|
LATAM
|
(155
|
)
|
|
(2.5
|
)%
|
|
611
|
|
|
4.7
|
%
|
|
Other(1)
|
(11,072
|
)
|
|
(180.6
|
)%
|
|
(12,414
|
)
|
|
(95.6
|
)%
|
|
Adjusted EBITDA
|
$
|
6,131
|
|
|
100.0
|
%
|
|
$
|
12,992
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2020
|
|
% of Total
|
|
2019
|
|
% of Total
|
|
North America
|
$
|
36,780
|
|
|
193.2
|
%
|
|
$
|
36,332
|
|
|
178.3
|
%
|
|
EMEA
|
5,580
|
|
|
29.3
|
%
|
|
7,256
|
|
|
35.6
|
%
|
|
LATAM
|
274
|
|
|
1.4
|
%
|
|
876
|
|
|
4.3
|
%
|
|
Other(1)
|
(23,596
|
)
|
|
(123.9
|
)%
|
|
(24,083
|
)
|
|
(118.2
|
)%
|
|
Adjusted EBITDA
|
$
|
19,038
|
|
|
100.0
|
%
|
|
$
|
20,381
|
|
|
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.
Comparison of three months ended June 30, 2020 and 2019. Adjusted EBITDA decreased by $6.9 million, or 52.8%, in the three months ended June 30, 2020 over the corresponding period in 2019.
North America. Adjusted EBITDA decreased by $7.2 million, or 35.3%, in the three months ended June 30, 2020 over the corresponding period in 2019 due to lower revenue and gross profit, partially offset by decreases in selling, general and administrative expenses due to commissions expense as a result of restructuring initiatives, and other cost savings initiatives during the period as a result of COVID-19.
EMEA. Adjusted EBITDA decreased by $0.3 million, or 5.8%, in the three months ended June 30, 2020 over the corresponding period in 2019 due to lower revenue, partially offset by decreases in selling, general and administrative expenses due to cost savings initiatives during the period as a result of COVID-19.
LATAM. Adjusted EBITDA decreased by $0.8 million, or 125.4%, in the three months ended June 30, 2020 over the corresponding period in 2019 due to lower revenue, partially offset by cost savings initiatives during the period as a result of COVID-19.
Other. Adjusted EBITDA increased by $1.3 million, or 10.8%, in the three months ended June 30, 2020 over the corresponding period in 2019 primarily due to cost savings initiatives as a result of COVID-19, along with lower professional fees during the period.
Comparison of six months ended June 30, 2020 and 2019. Adjusted EBITDA decreased by $1.3 million, or 6.6%, in the six months ended June 30, 2020 over the corresponding period in 2019.
North America. Adjusted EBITDA increased by $0.4 million, or 1.2%, in the six months ended June 30, 2020 over the corresponding period in 2019 due to lower revenue and gross profit, offset by decreases in selling, general and administrative expenses due to lower commissions expense as a result of restructuring initiatives, and other cost savings as a result of COVID-19.
EMEA. Adjusted EBITDA decreased by $1.7 million, or 23.1%, in the six months ended June 30, 2020 over the corresponding period in 2019 due to lower revenue, offset by cost savings initiatives during the period as a result of COVID-19.
LATAM. Adjusted EBITDA decreased by $0.6 million, or 68.7%, in the six months ended June 30, 2020 over the corresponding period in 2019 due to lower revenue, partially offset by cost savings initiatives during the period as a result of COVID-19.
Other. Adjusted EBITDA increased by $0.5 million, or 2.0%, in the six months ended June 30, 2020 over the corresponding period in 2019 primarily due to cost savings initiatives during the period as a result of COVID-19.
Adjusted Diluted Earnings Per Share
Adjusted diluted earnings per share for each of the periods presented was as follows (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Net loss
|
$
|
(7,912
|
)
|
|
$
|
(508
|
)
|
|
$
|
(10,752
|
)
|
|
$
|
(2,552
|
)
|
|
Restructuring charges
|
3,644
|
|
|
3,698
|
|
|
7,281
|
|
|
7,632
|
|
|
Professional fees related to control remediation
|
356
|
|
|
550
|
|
|
620
|
|
|
916
|
|
|
Merger-related transaction costs
|
790
|
|
|
—
|
|
|
790
|
|
|
—
|
|
|
Change in fair value of warrant and derivatives
|
36
|
|
|
—
|
|
|
(5,604
|
)
|
|
—
|
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
7,191
|
|
|
—
|
|
|
Intangible and other asset impairments
|
609
|
|
|
—
|
|
|
883
|
|
|
—
|
|
|
Executive search fees
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
Sales and use tax audit
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
Income tax effects of adjustments
|
(1,115
|
)
|
|
(961
|
)
|
|
(2,071
|
)
|
|
(1,994
|
)
|
|
Adjusted net (loss) income
|
$
|
(3,592
|
)
|
|
$
|
2,779
|
|
|
$
|
(1,662
|
)
|
|
$
|
4,107
|
|
|
|
|
|
|
|
|
|
|
|
GAAP weighted-average shares outstanding – diluted
|
53,662
|
|
|
51,773
|
|
|
53,568
|
|
|
51,830
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Employee stock options and restricted common shares
|
—
|
|
|
156
|
|
|
—
|
|
|
104
|
|
|
Adjusted weighted-average shares outstanding – diluted
|
53,662
|
|
|
51,929
|
|
|
53,568
|
|
|
51,934
|
|
|
Adjusted diluted (loss) earnings per share
|
$
|
(0.07
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.08
|
|
Comparison of three months ended June 30, 2020 and 2019. Adjusted diluted earnings per share decreased by $0.12 in the three months ended June 30, 2020 over the corresponding period in 2019. The decrease is related to an increase in net loss, partially offset by new merger-related transaction costs and intangible and other asset impairment charges incurred during the period.
Comparison of six months ended June 30, 2020 and 2019. Adjusted diluted earnings per share decreased by $0.11 in the six months ended June 30, 2020 over the corresponding period in 2019. The decrease was primarily attributable to an increase in net loss, along with change in fair value of warrant and embedded derivatives, partially offset by goodwill impairment and restructuring costs during the period.
Liquidity and Capital Resources
While uncertainty exists as to the full impact of the COVID-19 pandemic on our liquidity and capital resources, the Company believes it has maintained sufficient liquidity to satisfy our working capital and other funding requirements with internally generated cash flow and, as necessary, cash on hand and borrowings under our revolving credit facility.
Cash Flow Summary
The following table presents cash flows for the six months ended June 30, 2020 and 2019, respectively (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2020
|
|
2019
|
|
Net cash provided by operating activities
|
$
|
18,037
|
|
|
$
|
1,289
|
|
|
Net cash used in investing activities
|
(5,127
|
)
|
|
(6,881
|
)
|
|
Net cash (used in) provided by financing activities
|
(22,460
|
)
|
|
13,047
|
|
At June 30, 2020, we had $35.3 million of cash and cash equivalents.
Operating Activities. Cash provided by operating activities primarily consists of net loss adjusted for certain non-cash items, including depreciation and amortization and share-based compensation and the effect of changes in working capital and other activities. Cash provided by operating activities for the six months ended June 30, 2020 was $18.0 million and consisted of net loss of $10.8 million, offset by $14.3 million of non-cash items and $14.5 million used to fund working capital. The working capital changes consisted of a decrease in accounts receivable and unbilled revenue of $61.1 million, a decrease in prepaid expenses and other assets of $17.1 million, an increase in inventory of $3.1 million, a decrease in accounts payable and accrued expenses and other liabilities of $60.5 million.
Cash provided by operating activities for the six months ended June 30, 2019 was $1.3 million and consisted of a net loss of $2.6 million, offset by $9.1 million of non-cash items and by $5.3 million used in working capital and other activities. The most significant impact on working capital and other activities consisted of a decrease in inventories of $4.6 million, an increase in accounts receivable and unbilled revenue of $10.1 million and an increase in prepaid expenses and other assets of $4.2 million, partially offset by a decrease in accounts payable of $18.1 million and an increase in accrued expenses and other liabilities of $22.6 million.
Investing Activities. Cash used in investing activities for the six months ended June 30, 2020 and 2019 of $5.1 million and $6.9 million, respectively, was attributable to capital expenditures and software capitalization.
Financing Activities. Cash used in financing activities for the six months ended June 30, 2020 of $22.5 million was primarily attributable to net repayments under the new revolving credit facility of $19.8 million and payments on the term loan of $2.5 million.
Cash provided by financing activities for the six months ended June 30, 2019 of $13.0 million was primarily attributable to net borrowings under the revolving credit facility of $14.9 million and $0.9 million of payments for debt issuance costs, partially offset by $0.8 million in net short-term secured borrowings.
Revolving Credit Facilities and Long-Term Debt
On July 16, 2019. the Company refinanced its debt, which is further discussed in Note 11, Revolving Credit Facility and in Note 12, Long-Term Debt. The debt structure provides long-term capital with improved flexibility to support the Company’s growth plans. The Company intends to use excess cash from operations to pay off debt and support working capital needs.
The ABL Credit Agreement contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. The Term Loan Credit Agreement includes a minimum fixed charge coverage ratio financial covenant, a maximum total leverage ratio financial covenant, a minimum liquidity financial covenant and a maximum capital expenditures covenant, each of which must be maintained for the periods described in the Term Loan Credit Agreement. The Company is in compliance with all debt covenants in the ABL Credit Agreement and Term Loan Credit Agreement as of June 30, 2020.
In addition, we will continue to utilize cash, in part, to invest in our innovative technology platform, fund our working capital needs, and expand our sales force. Although we can provide no assurances, we believe that our available cash and cash equivalents and the funds available under our new debt structure will be sufficient to meet our working capital and operating expenditure requirements for the next 12 months. Absent the pending acquisition discussed in Note 15, Subsequent Events, we may find it necessary to obtain additional equity or debt financing in the future.
We earn a portion of our operating income outside the United States, which is deemed to be permanently reinvested in foreign jurisdictions. We do not currently foresee a need to repatriate funds; however, should we require more capital in the United States than is generated by our operations locally or through debt or equity issuances, we could elect to repatriate funds held in foreign jurisdictions. Included in our cash and cash equivalents are amounts held by foreign subsidiaries. We had $33.3 million and $39.9 million foreign cash and cash equivalents as of June 30, 2020 and December 31, 2019, respectively, which are generally denominated in the local currency where the funds are held.
Treasury Shares
Treasury shares decreased $3.1 million due to the reissuance of treasury stock as of June 30, 2020.
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
Contractual Obligations
There have been no material changes outside the normal course of business in the contractual obligations disclosed in Item 7 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, under the caption “Contractual Obligations.”
Additional Information
We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, other reports and information filed with the SEC and amendments to those reports available, free of charge, through our Internet website (http://www.inwk.com) as soon as reasonably practical after we electronically file or furnish such materials to the SEC. In addition, the SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.