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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2017	May 01, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	INNERWORKINGS INC
Entity Central Index Key	0001350381
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	INWK
Entity Common Stock, Shares Outstanding		54,098,246
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017

Condensed Consolidated Statement of Comprehensive Income	3 Months Ended
	Mar. 31, 2017 USD ($) $ / shares
Income Statement [Abstract]
Revenue	$ 267,390,000
Cost of goods sold	203,113,000
Gross profit	64,277,000
Operating expenses:
Selling, general and administrative expenses	53,427,000
Depreciation and amortization	2,904,000
Change in fair value of contingent consideration	(1,039,693)
Restructuring Charges	0
Income from operations	8,986,000
Other income (expense):
Interest income	34,000
Interest expense	(1,003,000)
Other, net	(224,000)
Total other expense	(1,193,000)
Income (loss) before income taxes	7,793,000
Income tax expense	2,337,000
Net income (loss)	$ 5,456,000
Basic earnings per share (in dollars per share) \| $ / shares	$ 0.10
Diluted earnings per share (in dollars per share) \| $ / shares	$ 0.10
Comprehensive income (loss)	$ 7,435,000

Condensed Consolidated Balance Sheet - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 29,920,200	$ 30,924,000
Accounts receivable, net of allowance for doubtful accounts of $2,504 and $2,622, respectively	187,028,000	182,874,000
Unbilled revenue	35,712,000	32,723,000
Inventories	30,338,000	31,638,000
Prepaid expenses	23,912,000	18,772,000
Other current assets	20,598,000	24,769,000
Total current assets	327,508,000	321,700,000
Property and equipment, net	34,000,000	32,656,000
Intangibles and other assets:
Goodwill	203,269,000	202,700,000
Intangible assets, net	30,452,000	31,537,740
Deferred income taxes	1,440,000	1,031,000
Other non-current assets	1,353,000	1,374,000
Total intangibles and other assets	236,514,000	236,643,000
Total assets	598,022,000	590,999,000
Current liabilities:
Accounts payable	114,399,000	121,289,000
Current portion of contingent consideration	17,165,000	19,283,000
Due to seller	1,093,000	0
Accrued expenses	37,636,000	35,049,000
Other current liabilities	32,547,000	30,067,000
Total current liabilities	202,840,000	205,688,000
Revolving credit facility	113,691,000	107,468,000
Deferred income taxes	9,848,000	11,291,000
Other non-current liabilities	2,060,000	1,926,000
Total liabilities	328,439,000	326,373,000
Commitments and contingencies (See Note 11)
Stockholders' equity:
Common stock, par value $0.0001 per share, 200,000 and 200,000 shares authorized, 63,438 and 63,391 shares issued, and 53,565 and 54,088 shares outstanding, respectively	6,000	6,000
Additional paid-in capital	228,106,000	224,480,000
Treasury stock at cost, 9,872 and 9,303 shares, respectively	(54,949,000)	(49,458,000)
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(18,820,000)	(20,799,000)
Retained earnings	115,240,000	110,397,000
Total stockholders' equity	269,583,000	264,626,000
Total liabilities and stockholders' equity	$ 598,022,000	$ 590,999,000

Condensed Consolidated Balance Sheet (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 2,504,909	$ 1,230,561
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	63,437,629	63,390,744
Common stock, shares outstanding	53,565,449	54,088,188
Treasury stock at cost, shares	9,872,180	9,302,556

Condensed Consolidated Statement of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities
Net income (loss)	$ 5,456,000	$ (2,693,000)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	2,904,474	4,595,735
Stock-based compensation expense	1,418,814	1,240,523
Deferred income taxes	(16,105)	(389,286)
Bad debt provision	175,422	656,237
Change in fair value of contingent consideration	(1,039,693)	1,910,922
Other operating activities	52,427	52,427
Change in assets:
Accounts receivable and unbilled revenue	(7,317,819)	(16,255,677)
Inventories	1,299,728	(1,388,002)
Prepaid expenses and other assets	(978,564)	16,381,567
Change in liabilities:
Accounts payable	(6,889,997)	(40,196,285)
Accrued expenses and other liabilities	5,056,964	11,517,465
Net cash provided by (used in) operating activities	121,419	(24,567,230)
Cash flows from investing activities
Purchases of property and equipment	(3,042,073)	(3,987,162)
Net cash used in investing activities	(3,042,073)	(3,987,162)
Cash flows from financing activities
Net borrowings from revolving credit facilities	6,519,048	19,357,516
Net short-term secured borrowings	(800,696)	(1,802,548)
Repurchases of common stock	(4,342,419)
Stock Repurchased During Period, Value	5,490,956	0
Payments of contingent consideration	0	(525,000)
Proceeds from exercise of stock options	188,544	984,000
Other financing activities	(94,952)	381,502
Net cash provided by financing activities	1,469,525	18,395,470
Effect of exchange rate changes on cash and cash equivalents	447,443	332,952
Decrease in cash and cash equivalents	(1,003,686)	(9,825,970)
Cash and cash equivalents, beginning of period	30,924,000	30,754,930
Cash and cash equivalents, end of period	$ 29,920,200	$ 20,928,960

Condensed Consolidated Statement of Stockholders' Equity Statement - USD ($) shares in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	AOCI Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ (13,993,000)
Net Income (Loss) Attributable to Parent	(2,693,000)
Stock Repurchased During Period, Value	0
Stock Issued During Period, Value, Stock Options Exercised	114,000
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(14,463,000)
Shares, Outstanding		63,391		9,303
Common Stock, Value, Issued	6,000
Treasury Stock, Value	49,458,000
Additional Paid in Capital, Common Stock	224,480,000
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(20,799,000)
Retained Earnings (Accumulated Deficit)	110,397,000
Total stockholders' equity	264,626,000
Net Income (Loss) Attributable to Parent	5,456,000
Other Comprehensive Income (Loss), Net of Tax	1,979,000				$ 1,979,000
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	7,435,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		47
Stock Issued During Period, Value, Stock Options Exercised		$ 0	$ 114,000
Treasury Stock, Shares, Acquired				569
Stock Repurchased During Period, Value	(5,490,956)			$ (5,491,000)
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition			1,419,000
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification			$ 2,093,000
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification \| Retained Earnings [Member]	(613,000)
Shares, Outstanding		63,438		9,872
Common Stock, Value, Issued	6,000
Treasury Stock, Value	54,949,000
Additional Paid in Capital, Common Stock	228,106,000
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(18,820,000)
Retained Earnings (Accumulated Deficit)	115,240,000
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets	1,480,000
Total stockholders' equity	$ 269,583,000

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements of InnerWorkings, Inc. and subsidiaries (the “Company”) included herein have been prepared to conform to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of the accompanying unaudited financial statements have been included, and all adjustments are of a normal and recurring nature. The operating results for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. These condensed interim consolidated financial statements and notes should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2017. Description of the Business The Company was incorporated in the state of Delaware on January 3, 2006. The Company is a leading global marketing execution firm for the world's most marketing intensive companies, including those companies in the Fortune 1000, across a wide range of industries. As a comprehensive outsourced enterprise solution, the Company leverages proprietary technology, an extensive supplier network and deep domain expertise to streamline the creation, production and distribution of marketing and promotional materials, signage and displays, retail experiences, events and promotions and packaging across every major market worldwide. The items the Company sources are generally procured through the marketing supply chain and are referred to collectively as marketing materials. The Company’s technology and database of information is designed to capitalize on excess manufacturing capacity and other inefficiencies in the traditional marketing and print supply chain to obtain favorable pricing and to deliver high-quality products and services. The Company is organized and managed as two business segments, North America and International, and is viewed as two operating segments by the chief operating decision maker for purposes of resource allocation and assessing performance. See Note 14 for further information about the Company’s reportable segments. Preparation of Financial Statements and Use of Estimates The preparation of the consolidated financial statements is in conformity with accounting principles generally accepted in the United States ("GAAP"). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to product returns, allowance for doubtful accounts, inventories and inventory valuation, valuation and impairments of goodwill and long-lived assets, income taxes, accrued bonus, contingencies, stock-based compensation and litigation costs. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results may differ from those estimates. Foreign Currency Translation The Company determines the functional currency for its parent company and each of its subsidiaries by reviewing the currencies in which their respective operating activities occur. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Transaction gains and losses arising from activities in other than the applicable functional currency are calculated using average exchange rates for the applicable period and reported in net income as a non-operating item in each period. Non-monetary balance sheet items denominated in a currency other than the applicable functional currency are translated using the historical rate. Revenue Recognition The Company recognizes revenue upon meeting all of the following revenue recognition criteria, which is typically met upon shipment or delivery of our products to customers: (i) persuasive evidence of an arrangement exists through customer contracts and orders, (ii) the customer takes title and assumes the risks and rewards of ownership, (iii) the sales price charged is fixed or determinable as evidenced by customer contracts and orders and (iv) collectability is reasonably assured. Unbilled revenue represents shipments that have been made to customers for which the related account receivable has not yet been invoiced. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-45, Revenue Recognition – Principal Agent Considerations, the Company generally reports revenue on a gross basis because the Company is the primary obligor in its arrangements to procure marketing materials and other products for its customers. Under these arrangements, the Company is responsible for the fulfillment, including the acceptability, of the printed materials and other products. In addition, the Company: (i) determines which suppliers are included in its network, (ii) has discretion to select from among the suppliers within its network, (iii) is obligated to pay its suppliers regardless of whether the Company is paid by its customers and (iv) has reasonable latitude to establish exchange price. In some transactions, the Company also has general inventory risk and is involved in the determination of the nature or characteristics of the printed materials and products. When the Company is not the primary obligor, revenue is reported on a net basis. The Company recognizes revenue for creative, design, installation, warehousing and other services provided to its customers which may be delivered in conjunction with the procurement of marketing materials at the time when delivery and customer acceptance occur and all other revenue recognition criteria are met. When provided on a stand-alone basis, the Company recognizes revenue for these services upon completion of the service. Service revenue has not been material to the Company’s overall revenue to date. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. Stock-Based Compensation The Company accounts for stock-based compensation awards to employees and directors in accordance with ASC 718, Compensation – Stock Compensation. Compensation expense is measured by determining the fair value of each award using the Black-Scholes option valuation model for stock options or the closing share price for restricted shares. The fair value is then recognized over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis for the entire award. Stock-based compensation cost recognized during the period is based on the full grant date fair value of the share-based payment awards adjusted for any forfeitures during the period. The Company recorded $1.4 million and $1.2 million in stock-based compensation expense for the three months ended March 31, 2017 and 2016, respectively. Recent Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which simplified the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. This ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on the consolidated financial statements and related disclosures. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which amends ASC 230, Statement of Cash Flows. This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The guidance is effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, ("ASU 2016-09") which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. Under the standard, the income tax effect of awards is required to be recognized in the income statement when the awards vest or are settled, as opposed to in additional paid-in capital under Topic 718. The standard also provides an option to recognize gross share-based compensation expense with actual forfeitures recognized as they occur. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method. We adopted all amendments to the standard at January 1, 2017. The amendments related to the classification of excess tax benefits on the statement of cash flows were adopted prospectively and the classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes was adopted retrospectively. The adoption of both resulted in no prior period adjustments. With the adoption of the standards related to eliminating the requirement that excess tax benefits be realized before companies can recognize them and election to recognize forfeitures as they occur, we elected to use the modified retrospective method which resulted in changes to retained earnings, components of equity and net assets. The net cumulative effect of these changes resulted in a $2.1 million increase to additional paid in capital, a $1.5 million decrease to deferred tax liabilities and a $0.6 million decrease to retained earnings. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), ("ASU 2016-02") which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosure of key information about leasing arrangements. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability for most leases in the balance sheet as well as other qualitative and quantitative disclosures. The update is to be applied using a modified retrospective method and is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09"). ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. The FASB has issued several amendments to the standard since ASU 2014-09. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective transition method). We currently anticipate adopting the standard electing to use the modified retrospective transition method. The standard provides an option to apply the transition method to all contracts at the inception date or only to contracts that are not completed as of that date. At the current time, the Company only intends to apply the standard to contracts that are not completed as of December 31, 2017. Also, we anticipate disclosing the aggregate effect of contract modifications that occur before the beginning of the earliest reporting period presented (only for contracts not completed at the date of adoption). We are currently evaluating the full impact that ASU No. 2014-09 will have on the Company’s consolidated financial statements. Historically, the Company generally reports revenue on a gross basis because the Company has been determined to be the primary obligor in its arrangements to procure marketing materials and other products for our customers. In March 2016, the FASB issued further guidance on principal versus agent considerations. We are currently evaluating the impact of the principal versus agent guidance on our classification of revenues and cost of goods sold. The new standard will be effective for annual reporting periods beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company expects to adopt the standard in the first quarter of 2018.

Contingent Consideration

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Contingent Consideration

In connection with certain of the Company’s acquisitions, contingent consideration is payable in cash or common stock of the Company upon the achievement of certain performance measures over future periods. The Company recorded the acquisition date fair value of the contingent consideration liability as additional purchase price. As discussed in Note 10, the process for determining the fair value of the contingent consideration liability consists of reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. Subsequent to the acquisition date, the Company estimates the fair value of the contingent consideration liability each reporting period and any adjustments made to the fair value are recorded in the Company’s results of operations. If an acquisition reaches the required performance measures within the reporting period, the fair value of the contingent consideration liability is increased to 100%, the maximum potential payment, and reclassified to due to seller.

The Company has recorded $17.2 million in contingent consideration at March 31, 2017 related to these arrangements. During the three months ended March 31, 2017 and 2016, the Company recorded (income) expense of $(1.0) million and $1.9 million, respectively. The change in the fair value of the contingent liability is driven by a reduction to the EYELEVEL liability based on revised financial forecasts partially offset by the final adjustment of the DB Studios liability during the quarter.

As of March 31, 2017, the potential maximum contingent payments, excluding the amounts recorded in due to seller which are currently payable, would be due as follows if all performance measures are achieved (in thousands):



	Maximum Potential Payment		Fair Value of Liability
2017	25,249		17,165
	$	25,249	$	17,165

If the performance measures required by the applicable purchase agreements are not achieved, the Company may pay less than the maximum amounts presented in the table above, depending on the terms of the agreement. While the maximum potential payments shown in the table are $25.2 million, the Company estimates that the fair value of the payments that will be made is $17.2 million based on expected performance and the resulting payouts.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

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+ Details

Goodwill

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following is a summary of the goodwill balance for each reportable segment as of March 31, 2017 (in thousands):



	North America		International		Total
Net goodwill as of December 31, 2016	$	170,757	$	31,943	$	202,700
Foreign exchange impact	4		565		569
Net goodwill as of March 31, 2017	$	170,761	$	32,508	$	203,269

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC 350, Intangibles – Goodwill and Other ("ASC 350"), goodwill is not amortized, but instead is tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Absent any interim indicators of impairment, the Company tests for goodwill impairment as of the first day of the fourth fiscal quarter of each year.

The fair value estimates used in the goodwill impairment analysis require significant judgment. The Company's fair value estimates for purposes of performing the analysis are considered Level 3 fair value measurements. The fair value estimates were based on assumptions that management believes to be reasonable, but that are inherently uncertain, including estimates of future revenues and operating margins and assumptions about the overall economic climate and the competitive environment for the business.

The Company assesses for goodwill impairment each reporting period and does not believe that goodwill is impaired as of March 31, 2017.

Other Intangible Assets

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets

The following is a summary of the Company’s other intangible assets as of March 31, 2017 and December 31, 2016 (in thousands):



	March 31, 2017			December 31, 2016			Weighted Average Life
Customer lists	$	72,893		$	72,667		13.5
Noncompete agreements	946			943			4.1
Trade names	2,510			2,510			13.3
Patents	57			57			9.0
	76,406			76,177
Less accumulated amortization	(45,954		)	(44,639		)
Intangible assets, net	$	30,452		$	31,538

In accordance with ASC 350, the Company amortizes its intangible assets with finite lives over their respective estimated useful lives and reviews for impairment whenever impairment indicators exist. Impairment indicators could include significant under-performance relative to the historical or projected future operating results, significant changes in the manner of use of assets, significant negative industry or economic trends or significant changes in the Company’s market capitalization relative to net book value. Any changes in key assumptions used by the Company, including those set forth above, could result in an impairment charge and such a charge could have a material adverse effect on the Company’s consolidated results of operations. The Company’s intangible assets consist of customer lists, noncompete agreements, trade names and patents. The Company’s customer lists, which have an estimated weighted-average useful life of approximately fourteen years, are being amortized using the economic life method. The Company’s noncompete agreements, trade names and patents are being amortized on a straight-line basis over their estimated weighted-average useful lives of approximately four years, thirteen years and nine years, respectively.

Amortization expense related to these intangible assets was $1.2 million and $1.4 million for the three months ended March 31, 2017 and 2016, respectively.

The estimated amortization expense for the remainder of 2017 and each of the next five years and thereafter is as follows (in thousands):



Remainder of 2017	$	3,730
2018	4,557
2019	4,263
2020	4,097
2021	3,793
Thereafter	10,012
	$	30,452

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	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 30.0% and (333.9)% for the three months ended March 31, 2017 and 2016, 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, and foreign taxes that are different than the U.S. federal statutory rate. In addition, the effective tax rate can be impacted each period by discrete factors and events. The effective tax rates were affected by the fair value changes to contingent consideration in each period. Portions of the total amount recognized from fair value changes to contingent consideration relate to non-taxable acquisitions for which deferred taxes are not recognized, consistent with the treatment of goodwill and intangible assets for those acquisitions under U.S. GAAP. In the three months ended March 31, 2017, income of $1.0 million was recognized from fair value changes to contingent consideration. In the three months ended March 31, 2016 expense of $1.9 million was recognized. 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.

Earnings Per Share

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Earnings Per Share

Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding 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. During the three months ended March 31, 2017 and 2016, an aggregate of 2.7 million and 3.4 million options and restricted common shares, respectively, were excluded from the calculation as these options and restricted common shares were anti-dilutive. The computations of basic and diluted earnings (loss) per common share for three months ended March 31, 2017 and 2016 are as follows (in thousands, except per share amounts):



	Three Months Ended March 31,
	2017		2016

Numerator:
Net income (loss)	$	5,456	$	(2,693	)

Denominator:
Weighted-average shares outstanding – basic	54,056		53,145
Effect of dilutive securities:
Employee and director stock options and restricted common shares	548		—
Contingently issuable shares	125		—
Weighted-average shares outstanding – diluted	54,729		53,145

Basic earnings (loss) per share	$	0.10	$	(0.05	)
Diluted earnings (loss) per share	$	0.10	$	(0.05	)

Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2017

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive (Loss)

Accumulated Other Comprehensive Loss

The table below presents changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2017 and 2016 (in thousands):



	Three Months Ended March 31,
	2017			2016
	Foreign currency translation adjustments			Foreign currency translation adjustments
Balance, beginning of period	$	(20,799	)	$	(13,993	)
Other comprehensive income (loss) before reclassifications	1,979			(470		)
Net current-period other comprehensive income (loss)	1,979			(470		)
Balance, end of period	$	(18,820	)	$	(14,463	)

- Definition

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e689-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-Section 45
-Paragraph 1A
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e709-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e637-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e681-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

+ Details

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company provides print procurement services to Arthur J. Gallagher & Co. J. Patrick Gallagher, Jr., a member of the Company’s Board of Directors, is the Chairman, President and Chief Executive Officer of Arthur J. Gallagher & Co. and has a direct ownership interest in Arthur J. Gallagher & Co. The total amount billed for such print procurement services during the three months ended March 31, 2017 and 2016 was $0.4 million and $0.4 million, respectively. Additionally, Arthur J. Gallagher & Co. provides insurance brokerage and risk management services to the Company. As consideration of these services, Arthur J. Gallagher & Co. billed the Company less than $0.1 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. The net amount receivable from Arthur J. Gallagher & Co. was $0.2 million and $0.4 million as of March 31, 2017 and December 31, 2016, respectively.

Fair Value Measurement

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurement

ASC 820 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions.

The fair value hierarchy consists of the following three levels:


•	Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.


•	Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.


•	Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The Company's potential contingent consideration payments relating to acquisitions occurring subsequent to January 1, 2009 are its only Level 3 liabilities as of March 31, 2017 and December 31, 2016. The fair value of the liabilities determined by this analysis is primarily driven by the probability of reaching the performance measures required by the applicable purchase agreements and the associated discount rates. Probabilities are estimated by reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. If an acquisition reaches the required performance measure, the estimated probability would be increased to 100% and reclassified to Due to seller, and if the measure is not reached, the probability would be reduced to reflect the amount earned, if any, depending on the terms of the agreement. Discount rates are determined by applying a risk premium to a risk-free interest rate. A one percentage point increase in the discount rate across all contingent consideration liabilities would result in a decrease to the fair value of less than $0.1 million.

The following table sets forth the Company’s financial assets and financial liabilities measured at fair value on a recurring basis and the basis of measurement at March 31, 2017 and December 31, 2016 (in thousands):



At March 31, 2017	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	17,165	$	—	$	—	$	17,165



At December 31, 2016	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	19,283	$	—	$	—	$	19,283

The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands):



	Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3)
	Contingent Consideration
Balance as of December 31, 2016	$	(19,283	)
Change in fair value⁽¹⁾	1,040
Reclassification to Due to seller	1,093
Foreign exchange impact⁽²⁾	(15		)
Balance as of March 31, 2017	$	(17,165	)


(1)	Adjustments to original contingent consideration obligations recorded were the result of using revised financial forecasts and updated fair value measurements. These changes are recognized within operating expenses on the condensed consolidated statement of comprehensive income (loss).


(2)	Changes in the contingent consideration liability which are caused by foreign exchange rate fluctuations are recognized in other comprehensive loss.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and 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 $0.7 million) in fees and damages. In anticipation of this claim, in November 2013, he also obtained a judicial asset attachment order in the amount of €0.7 million (approximately $1.0 million) as payment security; the attachment order was confirmed in January 2014, and the Company filed an appeal of the order. In March 2015, the appellate court ruled in the Company’s favor in the attachment proceedings, releasing all attachments. The Company disputes the allegations of the former owner of Productions Graphics and intends to vigorously defend these matters. In February 2014, based on a review the Company initiated into certain transactions associated with the former owner of Productions Graphics, the Company concluded that he had engaged in fraud by inflating the results of the Productions Graphics business in order to induce the Company to pay him €7.1 million in contingent consideration pursuant to the acquisition agreement. In light of those findings, in February 2014, the Company filed a criminal complaint in France seeking to redress the harm caused by his conduct and this proceeding is currently pending. In addition, in September 2015, the Company initiated a civil claim in the Paris Commercial Court against the former owner of Productions Graphics, seeking civil damages to redress these same harms. In addition to these pending matters, there may be other potential disputes between the Company and the former owner of Productions Graphics relating to the acquisition agreement. The Company had paid €5.8 million (approximately $8.0 million) in fixed consideration and €7.1 million (approximately $9.4 million) in contingent consideration to the former owner of Productions Graphics; the remaining maximum contingent consideration under the acquisition agreement was €34.5 million (approximately $37.6 million) and the Company has determined that none of this amount was earned and payable. In January 2014, a former finance employee of Productions Graphics initiated wrongful termination and overtime claims in the Labor Court of Boulogne-Billancourt, and he currently seeks damages of approximately €0.6 million (approximately $0.8 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.

Revolving Credit Facility	3 Months Ended
Revolving Credit Facility	Mar. 31, 2017
Debt Disclosure [Abstract]
Revolving Credit Facility	Revolving Credit Facilities The Company entered into a Credit Agreement, dated as of August 2, 2010, subsequently amended most recently as of February 3, 2017, among the Company, the lenders party thereto and Bank of America, N.A., as Administrative Agent (the “Credit Agreement”). The Credit Agreement includes a revolving commitment amount of $175 million in the aggregate with a maturity date of September 25, 2019, and provides the Company the right to increase the aggregate commitment amount by an additional $50 million. Outstanding borrowings under the revolving credit facility are guaranteed by the Company’s material domestic subsidiaries, as defined in the Credit Agreement. The Company’s obligations under the Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets. The ranges of applicable rates charged for interest on outstanding loans and letters of credit are 125-250 basis point spread for letter of credit fees and loans based on the Eurodollar rate and 25-150 basis point spread for loans based on the base rate. The terms of the Credit Agreement include various covenants, including covenants that require the Company to maintain a maximum leverage ratio and a minimum interest coverage ratio. The Credit Agreement requires the Company to maintain a leverage ratio of no more than 3.0 to 1.0 for the trailing twelve months ended March 31, 2017 and 3.0 to 1.0 for each period thereafter. The Company is also required to maintain an interest coverage ratio of no less than 5.0 to 1.0. The Company is in compliance with all debt covenants as of March 31, 2017. At March 31, 2017, the Company had $59.7 million of unused availability under the Credit Agreement and $0.7 million of letters of credit which have not been drawn upon. The book value of the debt under this Credit Agreement is considered to approximate its fair value as of March 31, 2017 as the debt is considered short-term in nature and the interest rates are in line with current market rates. On February 22, 2016, the Company entered into a Revolving Credit Facility (the “Facility”) with Bank of America N.A. to support ongoing working capital needs of the Company. The Facility includes a revolving commitment amount of $5.0 million whereby maturity dates vary based on each individual drawdown. Outstanding borrowings under the Facility are guaranteed by the Company’s assets. Borrowings and repayments are made in renminbi, the official Chinese currency. The applicable interest rate is 110% of the People’s Bank of China’s base rate. The terms of the Facility include limitations on use of funds for working capital purposes as well as customary representations and warranties made by the Company. At March 31, 2017, the Company had $4.2 million of unused availability under the Facility.

Share Repurchase Program	3 Months Ended
Share Repurchase Program	Mar. 31, 2017
Equity [Abstract]
Share Repurchase Program	Share Repurchase Program On February 12, 2015, the Company announced that its Board of Directors approved a share repurchase program authorizing the repurchase of up to an aggregate of $20 million of its common stock through open market and privately negotiated transactions over a two-year period. On November 2, 2016, the Board of Directors approved a two-year extension to the share repurchase program through February 28, 2019. On May 4, 2017, the Board of Directors authorized the repurchase of up to an additional $30.0 million of its common stock through open market and privately negotiated transactions over a two-year period ending May 31, 2019. The timing and amount of any share repurchases will be determined based on market conditions, share price and other factors, and the program may be discontinued or suspended at any time. Repurchases will be made in compliance with SEC rules and other legal requirements. During the three months ended March 31, 2017, the Company repurchased 569,624 shares of its common stock for $5.5 million in the aggregate at an average cost of $9.64 per share. Of this amount, $4.3 million was paid for as of March 31, 2017, with the remaining $1.2 million accrued for within the other current liabilities caption of the condensed consolidated balance sheet as of March 31, 2017 and was paid in April 2017. During the three months ended March 31, 2016 the company did not repurchase any shares of its common stock. Shares repurchased under this program are recorded at acquisition cost, including related expenses.

Business Segments

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

Business Segments

usiness Segments

Segment information is prepared on the same basis that our Chief Executive Officer, who is our chief operating decision maker (“CODM”), manages the segments, evaluates financial results, and makes key operating decisions. The Company is organized and managed as two business segments: North America and International. The North America segment includes operations in the United States and Canada; the International segment includes all other operations across Europe, Asia, Mexico, Central America and South America; Other consists of intersegment eliminations, shared service activities and unallocated corporate expenses. All transactions between segments are presented at their gross amounts and eliminated through Other.

Management evaluates the performance of its operating segments based on revenues and Adjusted EBITDA, which is a non-GAAP financial measure. The accounting policies of each of the operating segments are the same as those described in the summary of significant accounting policies in Note 1. Adjusted EBITDA represents income from operations excluding depreciation and amortization, stock-based compensation expense, income/expense related to changes in the fair value of contingent consideration liabilities and restructuring and other charges. Management does not evaluate the performance of its operating segments using asset measures.

The table below presents financial information for the Company’s reportable segments and Other for the three month periods noted (in thousands):



	North America		International		Other			Total
Three Months Ended March 31, 2017:
Revenue from third parties	$	183,826	$	83,564	$	—		$	267,390
Revenue from other segments	1,755		3,359		(5,114		)	—
Total revenue	185,581		86,923		(5,114		)	267,390
Adjusted EBITDA⁽¹⁾	18,892		2,421		(9,044		)	12,269

Three Months Ended March 31, 2016:
Revenue from third parties	$	190,004	$	81,069	$	—		$	271,073
Revenue from other segments	—		3,767		(3,767		)	—
Total revenue	190,004		84,836		(3,767		)	271,073
Adjusted EBITDA⁽¹⁾	16,005		3,935		(8,245		)	11,695

(1)

Adjusted EBITDA, which represents income from operations with the addition of depreciation and amortization, stock-based compensation expense, change in the fair value of contingent consideration liabilities, restructuring and other charges, is considered a non-GAAP financial measure under SEC regulations. Income from operations is the most directly comparable financial measure calculated in accordance with GAAP. The Company presents this measure as supplemental information to help investors better understand trends in its business results over time. The Company’s management team uses Adjusted EBITDA to evaluate the performance of the business. Adjusted EBITDA is not equivalent to any measure of performance required to be reported under GAAP, nor should this data be considered an indicator of the Company’s overall financial performance and liquidity. Moreover, the Adjusted EBITDA definition the Company uses may not be comparable to similarly titled measures reported by other companies.

The table below reconciles the total of the reportable segments' Adjusted EBITDA and the Adjusted EBITDA included in Other to income before income taxes (in thousands):



	Three Months Ended March 31,
	2017			2016
Adjusted EBITDA	12,269			11,695
Depreciation and amortization	(2,904		)	(4,596		)
Stock-based compensation expense	(1,419		)	(1,241		)
Change in fair value of contingent consideration	1,040			(1,911		)
Restructuring and other charges	—			(3,344		)
Income from operations	8,986			603
Interest income	34			14
Interest expense	(1,003		)	(1,077		)
Other, net	(224		)	(161		)
Income (loss) before income taxes	$	7,793		$	(621	)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation of Interim Financial Statements	Basis of Presentation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements of InnerWorkings, Inc. and subsidiaries (the “Company”) included herein have been prepared to conform to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of the accompanying unaudited financial statements have been included, and all adjustments are of a normal and recurring nature. The operating results for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. These condensed interim consolidated financial statements and notes should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2017.
Description of the Business	Description of the Business The Company was incorporated in the state of Delaware on January 3, 2006. The Company is a leading global marketing execution firm for the world's most marketing intensive companies, including those companies in the Fortune 1000, across a wide range of industries. As a comprehensive outsourced enterprise solution, the Company leverages proprietary technology, an extensive supplier network and deep domain expertise to streamline the creation, production and distribution of marketing and promotional materials, signage and displays, retail experiences, events and promotions and packaging across every major market worldwide. The items the Company sources are generally procured through the marketing supply chain and are referred to collectively as marketing materials. The Company’s technology and database of information is designed to capitalize on excess manufacturing capacity and other inefficiencies in the traditional marketing and print supply chain to obtain favorable pricing and to deliver high-quality products and services. The Company is organized and managed as two business segments, North America and International, and is viewed as two operating segments by the chief operating decision maker for purposes of resource allocation and assessing performance. See Note 14 for further information about the Company’s reportable segments.
Reclassifications
Preparation of Financial Statements and Use of Estimates	Preparation of Financial Statements and Use of Estimates
Foreign Currency Translation	Foreign Currency Translation The Company determines the functional currency for its parent company and each of its subsidiaries by reviewing the currencies in which their respective operating activities occur. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Transaction gains and losses arising from activities in other than the applicable functional currency are calculated using average exchange rates for the applicable period and reported in net income as a non-operating item in each period. Non-monetary balance sheet items denominated in a currency other than the applicable functional currency are translated using the historical rate.
Revenue Recognition	Revenue Recognition
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation awards to employees and directors in accordance with ASC 718, Compensation – Stock Compensation. Compensation expense is measured by determining the fair value of each award using the Black-Scholes option valuation model for stock options or the closing share price for restricted shares. The fair value is then recognized over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis for the entire award. Stock-based compensation cost recognized during the period is based on the full grant date fair value of the share-based payment awards adjusted for any forfeitures during the period. The Company recorded $1.4 million and $1.2 million in stock-based compensation expense for the three months ended March 31, 2017 and 2016, respectively
Recent Accounting Pronouncements	Recent Accounting Pronouncements

Contingent Consideration (Tables)

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Schedule of Business Acquisitions by Acquisition, Contingent Consideration



	Maximum Potential Payment		Fair Value of Liability
2017	25,249		17,165
	$	25,249	$	17,165

Goodwill (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Business Combination, Segment Allocation

The following is a summary of the goodwill balance for each reportable segment as of March 31, 2017 (in thousands):



	North America		International		Total
Net goodwill as of December 31, 2016	$	170,757	$	31,943	$	202,700
Foreign exchange impact	4		565		569
Net goodwill as of March 31, 2017	$	170,761	$	32,508	$	203,269

Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Finite Lived And Indefinite Lived Intangible Assets

The following is a summary of the Company’s other intangible assets as of March 31, 2017 and December 31, 2016 (in thousands):



	March 31, 2017			December 31, 2016			Weighted Average Life
Customer lists	$	72,893		$	72,667		13.5
Noncompete agreements	946			943			4.1
Trade names	2,510			2,510			13.3
Patents	57			57			9.0
	76,406			76,177
Less accumulated amortization	(45,954		)	(44,639		)
Intangible assets, net	$	30,452		$	31,538

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated amortization expense for the remainder of 2017 and each of the next five years and thereafter is as follows (in thousands):



Remainder of 2017	$	3,730
2018	4,557
2019	4,263
2020	4,097
2021	3,793
Thereafter	10,012
	$	30,452

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computations of basic and diluted earnings (loss) per common share for three months ended March 31, 2017 and 2016 are as follows (in thousands, except per share amounts):



	Three Months Ended March 31,
	2017		2016

Numerator:
Net income (loss)	$	5,456	$	(2,693	)

Denominator:
Weighted-average shares outstanding – basic	54,056		53,145
Effect of dilutive securities:
Employee and director stock options and restricted common shares	548		—
Contingently issuable shares	125		—
Weighted-average shares outstanding – diluted	54,729		53,145

Basic earnings (loss) per share	$	0.10	$	(0.05	)
Diluted earnings (loss) per share	$	0.10	$	(0.05	)

Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2017

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The table below presents changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2017 and 2016 (in thousands):



	Three Months Ended March 31,
	2017			2016
	Foreign currency translation adjustments			Foreign currency translation adjustments
Balance, beginning of period	$	(20,799	)	$	(13,993	)
Other comprehensive income (loss) before reclassifications	1,979			(470		)
Net current-period other comprehensive income (loss)	1,979			(470		)
Balance, end of period	$	(18,820	)	$	(14,463	)

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis



At March 31, 2017	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	17,165	$	—	$	—	$	17,165



At December 31, 2016	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Contingent consideration	$	19,283	$	—	$	—	$	19,283

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands):



	Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3)
	Contingent Consideration
Balance as of December 31, 2016	$	(19,283	)
Change in fair value⁽¹⁾	1,040
Reclassification to Due to seller	1,093
Foreign exchange impact⁽²⁾	(15		)
Balance as of March 31, 2017	$	(17,165	)


(1)	Adjustments to original contingent consideration obligations recorded were the result of using revised financial forecasts and updated fair value measurements. These changes are recognized within operating expenses on the condensed consolidated statement of comprehensive income (loss).


(2)	Changes in the contingent consideration liability which are caused by foreign exchange rate fluctuations are recognized in other comprehensive loss.

Business Segments (Tables)

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The table below presents financial information for the Company’s reportable segments and Other for the three month periods noted (in thousands):



	North America		International		Other			Total
Three Months Ended March 31, 2017:
Revenue from third parties	$	183,826	$	83,564	$	—		$	267,390
Revenue from other segments	1,755		3,359		(5,114		)	—
Total revenue	185,581		86,923		(5,114		)	267,390
Adjusted EBITDA⁽¹⁾	18,892		2,421		(9,044		)	12,269

Three Months Ended March 31, 2016:
Revenue from third parties	$	190,004	$	81,069	$	—		$	271,073
Revenue from other segments	—		3,767		(3,767		)	—
Total revenue	190,004		84,836		(3,767		)	271,073
Adjusted EBITDA⁽¹⁾	16,005		3,935		(8,245		)	11,695

(1)

Schedule Of Earnings Before Interest Tax Depreciation And Amortization Reconciliation

The table below reconciles the total of the reportable segments' Adjusted EBITDA and the Adjusted EBITDA included in Other to income before income taxes (in thousands):



	Three Months Ended March 31,
	2017			2016
Adjusted EBITDA	12,269			11,695
Depreciation and amortization	(2,904		)	(4,596		)
Stock-based compensation expense	(1,419		)	(1,241		)
Change in fair value of contingent consideration	1,040			(1,911		)
Restructuring and other charges	—			(3,344		)
Income from operations	8,986			603
Interest income	34			14
Interest expense	(1,003		)	(1,077		)
Other, net	(224		)	(161		)
Income (loss) before income taxes	$	7,793		$	(621	)

Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Additional Paid-in Capital [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	$ 2,100
Deferred Tax Asset [Domain]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	1,500
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	$ (613)

Contingent Consideration - Schedule of Contingent Consideration (Details) - Common Stock [Member] - Series of Individually Immaterial Business Acquisitions [Member] $ in Thousands	Mar. 31, 2017 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Due in Year Two	$ 25,249
Estimate of Fair Value Measurement [Member]
Business Acquisition, Contingent Consideration [Line Items]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Due in Year Two	17,165
Business Combination, Contingent Consideration, Liability	$ 17,165

Contingent Consideration - Contingent Consideration (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Business Acquisition, Contingent Consideration [Line Items]
Fair Value Measurements Valuation Process Probability Percentage	100.00%
Fair value of contingent consideration adjustment expense (income)	$ (1,039,693)	$ 1,910,922
Series of Individually Immaterial Business Acquisitions [Member] \| Common Stock [Member]
Business Acquisition, Contingent Consideration [Line Items]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Due in Year Two	$ 25,249,000

Goodwill (Details)	3 Months Ended
Goodwill (Details)	Mar. 31, 2017 USD ($) Unit
Goodwill [Roll Forward]
Net goodwill as of December 31, 2014	$ 202,700,000
Foreign exchange impact	569,857
Net goodwill as of June 30, 2015	$ 203,269,000
Number of Reportable Segments \| Unit	2
North America [Member]
Goodwill [Roll Forward]
Net goodwill as of December 31, 2014	$ 170,755,258
Foreign exchange impact	5,827
Net goodwill as of June 30, 2015	170,761,085
International [Member]
Goodwill [Roll Forward]
Net goodwill as of December 31, 2014	31,944,314
Foreign exchange impact	564,030
Net goodwill as of June 30, 2015	$ 32,508,344

Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 76,405,777	$ 76,176,621
Less accumulated amortization	(45,953,990)	(44,638,881)
Intangible assets, net	30,452,000	31,537,740
Trade names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 2,510,000	2,510,000
Acquired finite-lived intangible assets, weighted average useful life	13 years 3 months 18 days
Customer lists [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 72,892,932	72,666,512
Acquired finite-lived intangible assets, weighted average useful life	13 years 6 months
Noncompete agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 945,949	943,213
Acquired finite-lived intangible assets, weighted average useful life	4 years 1 month 6 days
Patents [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 56,896	$ 56,896
Acquired finite-lived intangible assets, weighted average useful life	9 years

Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization Of Intangible Assets	$ 1.2	$ 1.4

Other Intangible Assets - Schedule of Other Intangible Amortization (Details)	Mar. 31, 2017 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2015	$ 3,730,358
2016	4,557,250
2017	4,262,521
2018	4,096,554
2019	3,793,064
Thereafter	10,012,039
Finite-Lived Intangible Assets, Net	$ 30,451,786

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	30.00%	(333.90%)
Fair value of contingent consideration adjustment expense (income)	$ (1,039,693)	$ 1,910,922

Earnings Per Share - Additional Information (Details) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,748,158	3,400,000

Earnings Per Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator:
Net income (loss)	$ 5,456	$ (2,693)
Denominator:
Weighted-average shares outstanding – basic	54,055,793	53,145,186
Effect of dilutive securities:
Employee and director stock options and restricted common shares	548,283	0
Contingently issuable shares	125,000	0
Weighted-average shares outstanding – diluted	54,729,000	53,145,186
Basic earnings per share (in dollars per share)	$ 0.10	$ (0.05)
Diluted earnings per share (in dollars per share)	$ 0.10	$ (0.05)

Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance, beginning of period	$ (20,799,000)	$ (13,993,000)
Other comprehensive loss before reclassifications	1,979,356	(470,000)
Net current-period other comprehensive loss	1,979,356	(470,000)
Balance, end of period	$ (18,820,000)	$ (14,463,000)

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Related Party Transaction [Line Items]
Print Procurement Services	$ 0.4	$ 0.4
Insurance and Risk Management Services	0.1	$ 0.1
Arthur J.Gallagher Co [Member]
Related Party Transaction [Line Items]
Due from Related Parties, Current	$ 0.2		$ 0.4

Fair Value Measurement - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($)
Fair Value Disclosures [Abstract]
Fair Value Measurements Valuation Process Probability Percentage	100.00%
Effect Of Discount Rate Increase In Fair Value	$ 0.1

Fair Value Measurement - Schedule of Fair Value Measurement (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Liabilities:
Contingent consideration	$ 17,165,040	$ 19,282,580
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Contingent consideration	0	0
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Contingent consideration	0	0
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Contingent consideration	$ 17,165,040	$ 19,282,580

Fair Value Measurement - Schedule of Unobservable Fair Value Inputs (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of December 31, 2016	$ 19,282,580
Change in fair value of contingent consideration	(1,039,693)	$ 1,910,922
Foreign exchange impact(2)	569,857
Balance as of March 31, 2017	17,165,040
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of December 31, 2016	19,282,580
Change in fair value of contingent consideration	1,092,946
Foreign exchange impact(2)	(15,100)
Balance as of March 31, 2017	$ 17,165,040

Commitments and Contingencies (Details) € in Millions, $ in Millions	1 Months Ended				3 Months Ended
	Jan. 31, 2014 EUR (€)	Dec. 31, 2013 USD ($)	Dec. 31, 2013 EUR (€)	Nov. 30, 2013 EUR (€)	Mar. 31, 2017 USD ($)	Mar. 31, 2017 EUR (€)	Dec. 31, 2015 USD ($)	Dec. 31, 2015 EUR (€)	Feb. 28, 2014 EUR (€)
Wrongful Termination Lawsuit - Productions Graphics [Member]
Other Commitments [Line Items]
Loss Contingency, Damages Sought, Value		$ 1.0	€ 0.7	€ 0.7	$ 0.7
Loss Contingency Damages Value Contingent Consideration							$ 9.4		€ 7.1
Loss Contingency Damages Value Fixed Consideration							8.0	€ 5.8
Loss Contingency Damages Maximum Contingent Consideration							$ 37.6	€ 34.5
Employment Arbitration Claim [Member]
Other Commitments [Line Items]
Loss Contingency, Damages Sought, Value	€ 0.6					€ 0.8