Note 3 - Acquisition Integration and Restructuring

In 2008, the Company initiated a cost reduction and restructuring plan involving a consolidation and realignment of its workforce and incurred costs for employee terminations, obligations for future lease payments, fixed asset impairments, and other associated costs. The Company continued its cost reduction efforts and incurred additional costs for facility closings and employee termination expenses during the years 2009 through 2012.

The following table summarizes the accruals recorded, adjustments, and the cash payments during the years ended December 31, 2012, 2011, and 2010 related to the cost reduction actions initiated during the years 2008 through 2012. The adjustments are comprised of reversals of previously recorded expense accruals and foreign currency translation adjustments. The remaining reserve balance of $5,755 is included on the Consolidated Balance Sheets at December 31, 2012 as follows: $3,814 in Accrued expenses and $1,941 in Other long-term liabilities.

	Employee Terminations			Lease Obligations			Total

Actions Initiated in 2008
Liability balance at December 31, 2009	$	288		$	3,924		$	4,212
New accruals		39			226			265
Adjustments		(161	)		311			150
Cash payments		(24	)		(1,093	)		(1,117	)
Liability balance at December 31, 2010		142			3,368			3,510
New accruals		--			--			--
Adjustments		4			108			112
Cash payments		(146	)		(687	)		(833	)
Liability balance at December 31, 2011		--			2,789			2,789
New accruals		--			--			--
Adjustments		--			562			562
Cash payments		--			(590	)		(590	)

Liability balance at December 31, 2012	$	--		$	2,761		$	2,761


Actions Initiated in 2009
Liability balance at December 31, 2009	$	925		$	108		$	1,033
New accruals		77			31			108
Adjustments		(198	)		(128	)		(326	)
Cash payments		(700	)		(11	)		(711	)
Liability balance at December 31, 2010		104			--			104
New accruals		21			--			21
Adjustments		(1	)		--			(1	)
Cash payments		(124	)		--			(124	)
Liability balance at December 31, 2011		--			--			--
New accruals		--			--			--
Adjustments		--			--			--
Cash payments		--			--			--

Liability balance at December 31, 2012	$	--		$	--		$	--

Actions Initiated in 2010
Liability balance at December 31, 2009	$	--		$	--	$	--
New accruals		1,616			--		1,616
Adjustments		(45	)		--		(45	)
Cash payments		(1,001	)		--		(1,001	)
Liability balance at December 31, 2010		570			--		570
New accruals		13			--		13
Adjustments		(37	)		--		(37	)
Cash payments		(138	)		--		(138	)
Liability balance at December 31, 2011		408			--		408
New accruals		10			--		10
Adjustments		8			--		8
Cash payments		(24	)		--		(24	)

Liability balance at December 31, 2012	$	402		$	--	$	402

Actions Initiated in 2011
Liability balance at December 31, 2010	$	--		$	--	$	--
New accruals		996			--		996
Adjustments		(22	)		--		(22	)
Cash payments		(849	)		--		(849	)
Liability balance at December 31, 2011		125			--		125
New accruals		--			--		--
Adjustments		(7	)		--		(7	)
Cash payments		(103	)		--		(103	)

Liability balance at December 31, 2012	$	15		$	--	$	15

Actions Initiated in 2012
Liability balance at December 31, 2011	$	--		$	--		$	--
New accruals		3,120			1,535			4,655
Adjustments		(26	)		219			193
Cash payments		(1,704	)		(567	)		(2,271	)

Liability balance at December 31, 2012	$	1,390		$	1,187		$	2,577

The combined expenses for the cost reduction and restructuring actions initiated in 2008 through 2010, shown in the tables above, were $1,768 for the year ended December 31, 2010. In addition to these expenses, the Company recorded $476 for legal fees related to the Company's restructuring activities during the year. For the year ended December 31, 2010, the total expense of $2,244 is presented as Acquisition integration and restructuring expense in the Consolidated Statements of Comprehensive Income (Loss).

The combined expenses for the cost reduction and restructuring actions initiated in 2008 through 2011, shown in the tables above, were $1,082 for the year ended December 31, 2011. In addition to these expenses, the Company recorded $388 for impairment charges, relocation expenses, and legal fees related to the Company's restructuring activities during the year. For the year ended December 31, 2011, the total expense of $1,470 is presented as Acquisition integration and restructuring expense in the Consolidated Statements of Comprehensive Income (Loss).

The combined expenses for the cost reduction and restructuring actions initiated in 2008 through 2012, shown in the tables above, were $5,421 for the year ended December 31, 2012. In addition to these expenses, the Company recorded $246 related to leasehold improvements at facilities being combined or closed, $197 for consulting, retention and other costs associated with facilities being combined or closed, and reversed reserves totaling $494 related to unfavorable leases and accrued property tax. For the year ended December 31, 2012, the total expense of $5,370 is presented as Acquisition integration and restructuring expense in the Consolidated Statements of Comprehensive Income (Loss).

The expense for the years 2008 through 2012 and the cumulative expense since the cost reductions program's inception was recorded in the following operating segments:

	Americas		Europe		Asia Pacific			Corporate		Total

Year ended December 31, 2012	$	4,359	$	881	$	129		$	1	$	5,370
Year ended December 31, 2011		809		586		--			75		1,470
Year ended December 31, 2010		1,266		555		(70	)		493		2,244
Year ended December 31, 2009		3,614		1,400		992			453		6,459
Year ended December 31, 2008		5,701		3,552		248			889		10,390

Cumulative since program inception	$	15,749	$	6,974	$	1,299		$	1,911	$	25,933

Sale of Cactus assets

Effective September 30, 2010, the Company sold certain operating assets of its Canadian large format operation, known as Cactus. The assets were sold because the Company is focusing on strategy, creative design and premedia services in the Canadian region. The selling price was approximately $462 and resulted in a pretax gain of approximately $22, which included a write-off for goodwill allocated to the Cactus business. The Company determined that approximately $50 of its Americas segment goodwill should be allocated to the Cactus operation and recorded a charge for this amount in the third quarter of 2010. The following table is a summary of the asset sale:

Net cash received from buyer	$	462
Book value of assets sold		(362	)
Expenses of sale		(28	)
Goodwill write-off		(50	)

Pretax gain on sale of assets	$	22

The pretax gain on sale of assets is recorded in Selling, general and administrative expenses in the Consolidated Statement of Comprehensive Income (Loss) for the year ended December 31, 2010. The operating results of the Cactus operation are not reported as discontinued operations because the impact on the Company's consolidated financial statements is immaterial.