Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | INNODATA INC | |
Entity Central Index Key | 903651 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | INOD | |
Entity Common Stock, Shares Outstanding | 25,337,267 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $25,421 | $24,216 |
Accounts receivable, net | 8,341 | 10,445 |
Prepaid expenses and other current assets | 2,660 | 3,020 |
Deferred income taxes | 220 | 254 |
Total current assets | 36,642 | 37,935 |
Property and equipment, net | 5,585 | 5,915 |
Other assets | 2,693 | 2,718 |
Deferred income taxes | 1,419 | 1,397 |
Intangibles, net | 4,715 | 5,261 |
Goodwill | 1,552 | 1,635 |
Total assets | 52,606 | 54,861 |
Current liabilities: | ||
Accounts payable | 1,756 | 1,271 |
Accrued expenses | 3,242 | 3,427 |
Accrued salaries, wages and related benefits | 4,242 | 4,464 |
Income and other taxes | 1,317 | 1,325 |
Current portion of long term obligations | 1,355 | 1,606 |
Deferred income taxes | 1 | 75 |
Total current liabilities | 11,913 | 12,168 |
Deferred income taxes | 807 | 879 |
Long term obligations | 5,336 | 5,540 |
Commitments and contingencies | ||
Non-controlling interests | -3,095 | -2,949 |
STOCKHOLDERS' EQUITY: | ||
Serial preferred stock; 5,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $.01 par value; 75,000,000 shares authorized; 26,881,000 shares issued and 25,337,000 outstanding at March 31, 2015 and December 31, 2014 | 268 | 268 |
Additional paid-in capital | 23,065 | 22,780 |
Retained earnings | 18,910 | 20,750 |
Accumulated other comprehensive loss | -310 | -287 |
Stockholders' Equity before Treasury Stock, Total | 41,933 | 43,511 |
Less: treasury stock, 1,544,000 shares at cost | -4,288 | -4,288 |
Total stockholders' equity | 37,645 | 39,223 |
Total liabilities and stockholders' equity | $52,606 | $54,861 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Serial preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Serial preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 26,881,000 | 25,337,000 |
Common stock, shares outstanding | 26,881,000 | 25,337,000 |
Treasury stock, shares | 1,544,000 | 1,544,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | $13,802 | $14,066 |
Operating costs and expenses: | ||
Direct operating costs | 11,125 | 10,291 |
Selling and administrative expenses | 4,135 | 3,789 |
Interest income, net | -26 | -9 |
Totals | 15,234 | 14,071 |
Loss before income taxes | -1,432 | -5 |
Provision for income taxes | 554 | 101 |
Net loss | -1,986 | -106 |
Loss attributable to non-controlling interests | 146 | 295 |
Net income (loss) attributable to Innodata Inc. and Subsidiaries | -1,840 | 189 |
Income (loss) per share attributable to Innodata Inc. and Subsidiaries: | ||
Basic and Diluted (in dollars per share) | ($0.07) | $0.01 |
Weighted average shares outstanding: | ||
Basic (in shares) | 25,337 | 25,038 |
Diluted (in shares) | 25,337 | 25,338 |
Comprehensive income (loss): | ||
Net loss | -1,986 | -106 |
Pension liability adjustment, net of taxes | 10 | -5 |
Change in fair value of derivatives, net of taxes of $0 and $0 for the three months ended March 31, 2015 and 2014, respectively | 506 | 655 |
Foreign currency translation adjustment, net of taxes | -539 | 0 |
Other Comprehensive income (loss) | -23 | 650 |
Total Comprehensive income (loss) | -2,009 | 544 |
Comprehensive loss attributed to non-controlling interest | 146 | 295 |
Comprehensive income (loss) attributable to Innodata Inc. and Subsidiaries | ($1,863) | $839 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Parenthetical] (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax, Total | $0 | $0 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flow from operating activities: | ||
Net loss | ($1,986) | ($106) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 727 | 712 |
Stock-based compensation | 285 | 198 |
Deferred income taxes | -135 | -53 |
Pension cost | 188 | 168 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,260 | 3,375 |
Prepaid expenses and other current assets | 521 | 222 |
Other assets | -67 | -67 |
Accounts payable and accrued expenses | 487 | 243 |
Accrued salaries, wages and related benefits | -220 | -176 |
Restricted shares withheld for taxes | 0 | -37 |
Income and other taxes | -4 | -147 |
Net cash provided by operating activities | 2,056 | 4,332 |
Cash flow from investing activities: | ||
Capital expenditures | -186 | -767 |
Net cash used in investing activities | -186 | -767 |
Cash flow from financing activities: | ||
Proceeds from equipment financing | 0 | 859 |
Payment of long term obligations | -482 | -20 |
Net cash provided by (used in) financing activities | -482 | 839 |
Effect of exchange rate changes on cash and cash equivalents | -183 | 0 |
Net increase in cash and cash equivalents | 1,205 | 4,404 |
Cash and cash equivalents, beginning of period | 24,216 | 24,752 |
Cash and cash equivalents, end of period | 25,421 | 29,156 |
Supplemental disclosures of noncash investing and financing activities: | ||
Cash paid for income taxes | 124 | 233 |
Vendor financed software licenses acquired | $0 | $1,205 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2013 | $39,973 | $266 | $22,963 | $21,724 | ($692) | ($4,288) |
Balance (in shares) at Dec. 31, 2013 | 25,053,000 | |||||
Net income (loss) | 189 | 0 | 0 | 189 | 0 | 0 |
Stock-based compensation | 198 | 0 | 198 | 0 | 0 | 0 |
Issuance of common stock upon exercise of stock options | -23 | 0 | -23 | 0 | 0 | 0 |
Issuance of common stock upon exercise of stock options (in shares) | 9,000 | |||||
Restricted shares withheld for taxes | -14 | 0 | -14 | 0 | 0 | 0 |
Restricted shares withheld for taxes (in shares) | -5,000 | |||||
Acquisition of non-controlling interest | -93 | 0 | -93 | 0 | 0 | 0 |
Pension liability adjustments, net of taxes | -5 | 0 | 0 | 0 | -5 | 0 |
Foreign currency translation adjustment, net of taxes | 0 | |||||
Change in fair value of derivatives, net of taxes | 655 | 0 | 0 | 0 | 655 | 0 |
Balance at Mar. 31, 2014 | 40,880 | 266 | 23,031 | 21,913 | -42 | -4,288 |
Balance (in shares) at Mar. 31, 2014 | 25,057,000 | |||||
Balance at Dec. 31, 2014 | 39,223 | 268 | 22,780 | 20,750 | -287 | -4,288 |
Balance (in shares) at Dec. 31, 2014 | 25,337,000 | |||||
Net income (loss) | -1,840 | 0 | 0 | -1,840 | 0 | 0 |
Stock-based compensation | 285 | 0 | 285 | 0 | 0 | 0 |
Pension liability adjustments, net of taxes | 10 | 0 | 0 | 0 | 10 | 0 |
Foreign currency translation adjustment, net of taxes | -539 | 0 | 0 | 0 | -539 | 0 |
Change in fair value of derivatives, net of taxes | 506 | 0 | 0 | 0 | 506 | 0 |
Balance at Mar. 31, 2015 | $37,645 | $268 | $23,065 | $18,910 | ($310) | ($4,288) |
Balance (in shares) at Mar. 31, 2015 | 25,337,000 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Business Description and Accounting Policies [Text Block] | 1 | Description of Business and Summary of Significant Accounting Policies |
Description of Business- Innodata Inc. and Subsidiaries (the “Company”) is a global digital services and solutions company. The Company’s technology and services power leading information products and online retail destinations around the world. The Company’s solutions help prestigious enterprises harness the power of digital data to re-imagine how they operate and drive performance. The Company serves publishers, media and information companies, digital retailers, banks, insurance companies, government agencies and many other industries. | ||
The Company operates in three reporting segments: Content Services (CS), Innodata Advanced Data Solutions (IADS) and Media Intelligence Solutions (MIS). | ||
The Company’s CS segment provides solutions to digital retailers, information services companies, publishers and enterprises that have one or more of the following broad business requirements: development of digital content (including e-books); development of new digital information products; and operational support of existing digital information products and systems. | ||
The Company’s IADS segment designs and develops new capabilities to enable clients in the financial services, insurance, medical and healthcare sectors to improve decision-support through digital technologies. IADS operates through two subsidiaries. Synodex offers a range of services for healthcare, medical and insurance companies, and docGenix provides services to financial services institutions. As of March 31, 2015, Innodata owned 90% of Synodex and 94% of docGenix, both limited liability companies. | ||
In July 2014, the Company acquired MediaMiser, a leading provider of media monitoring and analysis software and professional services for organizations of all sizes. Through its innovative web-based and mobile solutions, MediaMiser reduces the time and effort it takes to gather, analyze and distribute valuable business intelligence extracted from traditional and social media sources. For organizations that prefer to outsource, MediaMiser also provides detailed analysis reports and daily media briefings through an expert client services team. In December 2014, the Company acquired intellectual property and related assets of Bulldog Reporter. Bulldog Reporter has provided PR industry newsletters, a journalist database, media intelligence and professional development programs for over 30 years. The Company’s MIS segment operates through its MediaMiser and Bulldog Reporter subsidiaries. | ||
Basis of Presentation-The condensed consolidated financial statements for the interim periods included herein are unaudited; however, they contain all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the consolidated financial position of the Company as of March 31, 2015, the results of its operations and comprehensive income (loss) and cash flows for the three months ended March 31, 2015 and 2014, and stockholders’ equity for the three months ended March 31, 2015 and 2014. The results of operations for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. | ||
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2014, included in the Company's Annual Report on Form 10-K. Unless otherwise noted, the accounting policies used in preparing these condensed consolidated financial statements are the same as those described in the December 31, 2014 consolidated financial statements. | ||
Principles of Consolidation-The consolidated financial statements include the accounts of Innodata Inc. and its wholly-owned subsidiaries, MediaMiser, a corporation in which the Company owns substantially all of the economic interest, and the Synodex and docGenix limited liability companies that are majority-owned by the Company. The non-controlling interests in the Synodex and docGenix limited liability companies are accounted for in accordance with Financial Accounting Standards Board (FASB) non-controlling interest guidance. All significant intercompany transactions and balances have been eliminated in consolidation. | ||
Use of Estimates-In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those related to revenue recognition, allowance for doubtful accounts and billing adjustments, long-lived assets, intangible assets, goodwill, valuation of deferred tax assets, valuation of securities underlying stock-based compensation, litigation accruals, pension benefits, purchase price allocation of the assets acquired in the acquisition of MediaMiser and Bulldog Reporter, valuation of derivative instruments and estimated accruals for various tax exposures. | ||
Foreign Currency Translation-The functional currency for the Company’s production operations located in the Philippines, India, Sri Lanka and Israel is the U.S. dollar. Transactions denominated in Philippine pesos, Indian and Sri Lankan rupees and Israeli shekels are translated to U.S. dollars at rates which approximate those in effect on transaction dates. | ||
The financial statements of the foreign subsidiaries located in Germany and Canada are the Euro and the Canadian dollar, respectively. The financial statements of these subsidiaries are reported in these respective currencies. Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in our consolidated financial statements. Income, expenses and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders' equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying consolidated statements of operations and comprehensive income (loss). | ||
Revenue Recognition-For the CS segment, revenue is recognized based on the quantity delivered or resources utilized, the period in which services are performed and delivered and when all the criteria of Staff Accounting Bulletin 104 have been met. Revenues for contracts billed on a time-and-materials basis are recognized as services are performed. Revenues under fixed-fee contracts, which are not significant to overall revenues, are recognized on the percentage of completion method of accounting, as services are performed or milestones are achieved. | ||
For the IADS segment, revenue is recognized primarily based on the quantity delivered, and the period in which services are performed and deliverables are made as per contracts. | ||
The MIS segment derives its revenues primarily from subscription arrangements. Revenue from subscriptions is recognized monthly when access to the service is provided to the end user and there are no significant remaining obligations, persuasive evidence of an arrangement exists, the fees are fixed or determinable and collection is reasonably assured. | ||
Revenues include reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs. | ||
Recent Accounting Pronouncements-In May 2014, the FASB issued guidance on revenue from contracts with customers. This update is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This accounting guidance is effective prospectively for annual reporting periods, and interim periods within those periods, beginning after December 15, 2016 and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt the new standard when it takes effect. The Company has not yet determined the potential effects of the adoption of this standard on its consolidated financial statements. | ||
In June 2014, the FASB issued guidance on accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. This new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This accounting guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company adopted the standard in the first quarter of 2015 and it did not have a material impact on its condensed consolidated financial statements | ||
Property_and_Equipment
Property and Equipment | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | 2 | Property and Equipment | ||||||
Property and equipment are stated at costs less accumulated depreciation and amortization (in thousands), and consist of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Equipment | $ | 13,700 | $ | 13,719 | ||||
Software | 4,928 | 4,863 | ||||||
Furniture and equipment | 2,341 | 2,348 | ||||||
Leasehold improvements | 4,944 | 4,919 | ||||||
Total | 25,913 | 25,849 | ||||||
Less: accumulated depreciation and amortization | -20,328 | -19,934 | ||||||
$ | 5,585 | $ | 5,915 | |||||
Depreciation and amortization expense of property and equipment was approximately $0.5 million and $0.7 million for the three months ended March 31, 2015 and 2014, respectively. | ||||||||
Acquisition
Acquisition | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Business Combination Disclosure [Text Block] | 3 | Acquisition | |||
On July 28, 2014, the Company acquired 100% of the common shares and 100% of the preferred shares of MediaMiser. These shares represent substantially all of the economic ownership interest of MediaMiser. A MediaMiser Employee Trust will retain special voting shares equivalent to 50% of the voting rights in MediaMiser for the term specified in the articles of amalgamation of MediaMiser. The Trustees of the MediaMiser Employee Trust are the former and continuing management of MediaMiser. MediaMiser is an Ottawa, Canada-based provider of automated, real-time traditional and social media monitoring services. The Company believes its global infrastructure will provide a base from which MediaMiser will expand into newer geographical markets as well as penetrate further into its existing market. The Company also believes that MediaMiser will enable the Company to expand in areas of Big Data and user generated content. | |||||
The purchase price for the acquisition, on a constant currency basis, aggregated $5.4 million of non-contingent consideration, plus up to a maximum of $4.6 million of contingent consideration. The acquisition was made on a debt-free basis. Of the non-contingent portion of the purchase price, $4.1 million was paid by the Company in cash at closing; $0.6 million is payable by the Company on July 28, 2015, in shares of Innodata Inc.’s common stock, or at the Company’s option, in cash; and $0.7 million is payable by the Company on July 28, 2016 in shares of Innodata Inc.’s common stock, or at the Company’s option, in cash. The contingent portion of the purchase price is a potential earn-out of up to $4.6 million based on MediaMiser’s revenues and Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) during the period from April 1, 2016 until March 31, 2017. The contingent consideration, if earned, is payable in May 2017 in cash, or at the Company’s option, in up to 70% of Innodata Inc.’s common stock, with the balance in cash. Shares of Innodata Inc.’s common stock will be valued for any payment at the weighted average closing price for the ten consecutive trading days immediately preceding the date on which the payment is due. | |||||
The estimated fair value of the contingent consideration was determined based on the Company’s estimates using the probability-weighted discounted cash flow approach. The fair value of the contingent consideration as of March 31, 2015 was $0.5 million, and the Company has recorded this amount in accrued expenses on the condensed consolidated financial statements. | |||||
The amounts assigned to developed technology, customer relationships, trademarks and tradenames are amortized over the estimated useful life of 10 years, 12 years and 10 years, respectively. The weighted average life over which these acquired intangibles will be amortized is approximately 11 years. | |||||
As this acquisition was effective on July 28, 2014, the results of operations of MediaMiser are included in the condensed consolidated financial statements for the period beginning July 29, 2014. | |||||
On December 23, 2014 the Company acquired intellectual property and related assets of Bulldog Reporter from Sirius Information, Inc. Bulldog Reporter has provided PR industry newsletters, a journalist database, media intelligence and professional development programs for over 30 years. Both MediaMiser and Bulldog Reporter clients will benefit from the combined product offerings. The Company expects that Bulldog Reporter business will accelerate the product development cycle for certain products and further penetration into the U.S. market for the MIS service offering. The assets acquired included the Daily Dog, the Bulldog Awards, Inside Health Media, Media Pro, and certain leading industry books and publications. The estimated fair value of trademarks and tradenames amounted to $320,000 and deferred revenues of $160,000. The amount assigned to trademarks and tradenames is amortized over the estimated useful life of 5 years. | |||||
The unaudited pro forma information for the periods set forth below gives effect to the acquisition of MediaMiser as if it had occurred at the beginning of fiscal year 2014, and after including the impact of adjustments such as amortization of intangible assets, stock-based compensation expense and interest expense. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, or that may result in the future. | |||||
The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business combination had occurred on January 1, 2014 (amount in thousands, except per share amounts): | |||||
Three Months Ended | |||||
March 31, 2014 | |||||
Revenues: | |||||
As reported | $ | 14,066 | |||
Proforma | $ | 15,084 | |||
Net income (loss) attributable to Innodata Inc. and Subsidiaries: | |||||
As reported | $ | 189 | |||
Proforma | $ | -9 | |||
Basic and diluted net income (loss) per share: | |||||
As reported | $ | 0.01 | |||
Proforma | $ | - | |||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | 4 | Goodwill and Intangible Assets | |||||||||
The changes in the carrying amount of goodwill for the three months ended March 31, 2015 were as follows (in thousands): | |||||||||||
Balance as of January 1, 2015 | $ | 1,635 | |||||||||
Foreign currency translation adjustment | -83 | ||||||||||
Balance as of March 31, 2015 | $ | 1,552 | |||||||||
Information regarding our acquisition-related intangible assets is as follows (in thousands): | |||||||||||
March 31, 2015 | |||||||||||
Cost | Accumulated | Net | |||||||||
Amortization | |||||||||||
Developed technology | $ | 2,166 | $ | -144 | $ | 2,022 | |||||
Customer relationships | 2,228 | -124 | 2,104 | ||||||||
Trademarks and tradenames | 577 | -33 | 544 | ||||||||
Patents | 45 | - | 45 | ||||||||
Total | $ | 5,016 | $ | -301 | $ | 4,715 | |||||
Amortization expense relating to acquisition-related intangible assets for the three months ended March 31, 2015 was $0.1 million. There was no amortization expense during the three months ended March 31, 2014 as the acquisition was consummated on July 28, 2014. | |||||||||||
Estimated annual amortization expense for intangible assets subsequent to March 31, 2015 is as follows (in thousands): | |||||||||||
Year | Amortization | ||||||||||
2015 | $ | 492 | |||||||||
2016 | 492 | ||||||||||
2017 | 492 | ||||||||||
2018 | 492 | ||||||||||
2019 | 476 | ||||||||||
Thereafter | 2,271 | ||||||||||
$ | 4,715 | ||||||||||
Income_Taxes
Income Taxes | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Income Tax Disclosure [Abstract] | |||||
Income Tax Disclosure [Text Block] | 5 | Income Taxes | |||
The Company had unrecognized tax benefits of approximately $1.8 million both at March 31, 2015 and December 31, 2014. The portion of unrecognized tax benefits relating to interest and penalties was approximately $0.6 million both as of March 31, 2015 and December 31, 2014. The unrecognized tax benefits as of March 31, 2015 and December 31, 2014, if recognized, would have an impact on the Company’s effective tax rate. | |||||
The following presents a roll-forward of the Company’s unrecognized tax benefits and associated interest for the three months ended March 31, 2015 (amounts in thousands): | |||||
Unrecognized tax | |||||
benefits | |||||
Balance - January 1, 2015 | $ | 1,760 | |||
Decrease for tax position in prior years | - | ||||
Increase for tax position in prior years | 27 | ||||
Foreign currency revaluation | 15 | ||||
Balance - March 31, 2015 | $ | 1,802 | |||
The Company is subject to Federal income tax, as well as income tax in various states and foreign jurisdictions. The Company is no longer subject to examination by Federal tax authorities for years prior to 2006 and by New Jersey tax authorities for years prior to 2012. Various foreign subsidiaries currently have open tax years from 2003 through 2014. | |||||
Pursuant to an income tax audit by the Indian Bureau of Taxation in March 2006, one of the Company’s Indian subsidiaries received a tax assessment approximating $260,000, including interest, through March 31, 2015, for the fiscal tax year ended March 31, 2003. Management disagreed with the basis of the tax assessment and filed an appeal with the Appeal Officer against the assessment. In October 2010, the matter was resolved with a judgment in the Company’s favor. Under the Indian Income Tax Act, however, the income tax assessing officer has the right to appeal against the judgment passed by the Appeal Officer. In December 2010, the income tax assessing officer exercised this right, against which the Company has filed an application to defend the case, and the Company intends to contest it vigorously. The Indian Bureau of Taxation has also completed an audit of the Company’s Indian subsidiary’s income tax return for the fiscal tax year ended March 31, 2004. The ultimate outcome was favorable, and there was no tax assessment imposed for the fiscal tax year ended March 31, 2004. In 2008 and 2009, the Indian subsidiary received a final tax assessment for the fiscal years ended March 31, 2005 and 2006 from the Indian Bureau of Taxation. The tax assessment amounted to $284,000 and $309,000, including interest, through March 31, 2015, for the fiscal years ended March 31, 2005 and 2006, respectively. Management disagrees with the basis of these tax assessments, has filed an appeal against the assessments and is contesting them vigorously. In January 2012, the Indian subsidiary received a final tax assessment of approximately $1.0 million, including interest, for the fiscal year ended March 31, 2008, from the Indian Bureau of Taxation. Management disagrees with the basis of this tax assessment, and has filed an appeal against it. Due to this assessment, the Company recorded a tax provision amounting to $488,000 including interest through March 31, 2015. In April 2015, the Company received a favorable judgment whereby the Appeal Officer reduced the tax assessment to $0.3 million. Under the Indian Income Tax Act, however, the income tax assessing officer has the right to appeal against the judgment passed by the Appeal Officer within 30 days of the receipt of the appeal order. Based on recent experience, management believes that the tax provision of $488,000 including interest is adequate. In February 2014, the Indian Bureau of Taxation also completed an audit of the Company’s Indian subsidiary’s income tax return for the fiscal tax year ended March 31, 2009. The ultimate outcome was favorable, and there was no tax assessment imposed for the fiscal tax year ended March 31, 2009. The Company had previously recorded a tax provision amounting to $722,000 including interest for the fiscal tax year ended March 31, 2009. As the ultimate outcome was favorable, the Company reversed this amount in the first quarter of 2014. The Indian Bureau of Taxation commenced an audit of this subsidiary’s income tax return for the fiscal years ended March 31, 2010 and 2011. The Company received a favorable outcome for the fiscal year ended March 31, 2010; however, the ultimate outcome for the fiscal year ended March 31, 2011 cannot be determined at this time. As the Company is continually subject to tax audits by the Indian Bureau of Taxation, the Company continuously assesses the likelihood of an unfavorable assessment for all fiscal years for which the Company has not been audited and, as of March 31, 2015, the Company recorded a tax provision amounting to $151,000 including interest for such year. | |||||
The Company from time to time is also subject to various other tax proceedings and claims for its Philippines subsidiaries. The Company has recorded a tax provision amounting to $310,000 including interest through March 31, 2015, for several ongoing tax proceedings in the Philippines. Although the ultimate outcome cannot be determined at this time, the Company continues to contest these claims vigorously. | |||||
Commitments_and_contingencies
Commitments and contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | 6 | Commitments and Contingencies |
Litigation - In 2008, the Supreme Court of the Republic of the Philippines refused to review a decision of the Court of Appeals in Manila against a Philippines subsidiary of the Company that is inactive and has no material assets, and purportedly also against Innodata Inc., that orders the reinstatement of certain former employees of the subsidiary to their former positions and also orders the payment of back wages and benefits that aggregate approximately $8.0 million. Based on consultation with legal counsel, the Company believes that recovery against the Company is unlikely. | ||
The Company is also subject to various legal proceedings and claims which arise in the ordinary course of business. | ||
While management currently believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s consolidated financial position or overall trends in consolidated results of operations, litigation is subject to inherent uncertainties. Substantial recovery against the Company in the above-referenced Philippines action could have a material adverse impact on the Company, and unfavorable rulings or recoveries in the other proceedings could have a material adverse impact on the operating results of the period in which the ruling or recovery occurs. In addition, the Company’s estimate of the potential impact on the Company’s consolidated financial position or overall consolidated results of operations for the above legal proceedings could change in the future. | ||
The Company’s legal reserves related to legal proceedings and claims are based on a determination of whether or not a loss is probable. The Company reviews outstanding proceedings and claims with external counsel to assess probability and estimates of loss. The reserves are adjusted if necessary. While the Company intends to defend these matters vigorously, adverse outcomes that it estimates could reach approximately $100,000 in the aggregate, beyond recorded amounts, are reasonably possible. If circumstances change, the Company may be required to record adjustments that could be material to its reported consolidated financial condition and results of operations. | ||
Foreign Currency- To the extent that the currencies of the Company’s production facilities located in the Philippines, India, Sri Lanka and Israel fluctuate, the Company is subject to risks of changing costs of production after pricing is established for certain client projects. In addition, the Company is exposed to the risk of foreign currency fluctuation on the non U.S. dollar denominated revenues, and on the monetary assets and liabilities held by its foreign subsidiaries that are denominated in local currency. | ||
Indemnifications-The Company is obligated under certain circumstances to indemnify directors, certain officers and employees against costs and liabilities incurred in actions or threatened actions brought against such individuals because such individuals acted in the capacity of director and/or officer or fiduciary of the Company. In addition, the Company has contracts with certain clients pursuant to whom the Company has agreed to indemnify the client for certain specified and limited claims. These indemnification obligations occur in the ordinary course of business and, in many cases, do not include a limit on potential maximum future payments. As of March 31, 2015, the Company has not recorded a liability for any obligations arising as a result of these indemnifications. | ||
Liens-In connection with the procurement of tax incentives at one of the Company’s foreign subsidiaries, the foreign zoning authority was granted a first lien on the subsidiary’s property and equipment. As of March 31, 2015, the net book value of the property and equipment was $0.6 million. | ||
Stock_Options
Stock Options | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7 | Stock Options | ||||||||||||
The Company adopted, with stockholder approval, amendments to the Innodata Inc. 2013 Stock Plan. The maximum number of shares of common stock that may be delivered, purchased or used for reference purposes (with respect to stock appreciation rights or stock units) with respect to awards granted under the Innodata Inc. 2013 Stock Plan, as amended and restated (the “2013 Plan”) is 2,138,655 shares of common stock of Innodata (“Stock”), plus (i) 41,096 shares of Stock that were available for issuance under the Innodata Isogen, Inc. 2009 Stock Plan, as amended and restated (the “Prior Plan”) as of June 4, 2013, plus (ii) any shares subject to an award or portion of any award under the Prior Plan that were outstanding as of June 4, 2013 that expire or terminate unexercised, become unexercisable or are forfeited or otherwise terminated, surrendered or canceled as to any shares without the delivery of shares of stock or other consideration. Shares of stock subject to options or stock appreciation rights granted under the 2013 Plan count against the share reserve as one share for every one share subject to such option or stock appreciation right and shares subject to any other type of award granted under the 2013 Plan count against the share reserve as two shares for every one share subject to such award. If any award, or portion of an award, under the 2013 Plan or Prior Plan expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any shares without the delivery of shares of Stock or other consideration, the shares subject to such award will thereafter be available for further awards under the 2013 Plan as provided in the next sentence. Shares of Stock that again become available for awards pursuant to the expiration, termination, forfeiture or cancellation of any award (other than an option or stock appreciation right) granted under the 2013 Plan, or of any award (other than an option or stock appreciation right) granted after March 31, 2011 under the Prior Plan, will be added back as two shares for every one share subject to such award or Prior Plan award. All other awards under the 2013 Plan and all other awards under the Prior Plan will be added back as one share for every one share subject to such award or Prior Plan award. The number of shares used for reference purposes in connection with these awards will be considered "delivered" for purposes of computing the maximum number of shares that may be delivered under the 2013 Plan. | ||||||||||||||
The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average fair values of the options granted and weighted average assumptions are as follows: | ||||||||||||||
Number of | Weighted - | Weighted- | Aggregate | |||||||||||
Options | Average | Average | Intrinsic Value | |||||||||||
Exercise Price | Remaining | |||||||||||||
Contractual Term | ||||||||||||||
(years) | ||||||||||||||
Outstanding at January 1, 2015 | 3,641,857 | $ | 3.05 | |||||||||||
Granted | - | - | ||||||||||||
Exercised | - | - | ||||||||||||
Forfeited/Expired | -20,354 | 3.08 | ||||||||||||
Outstanding at March 31, 2015 | 3,621,503 | $ | 3.05 | 4.67 | $ | 43,800 | ||||||||
Exercisable at March 31, 2015 | 1,353,232 | $ | 3.05 | 3.39 | $ | 35,450 | ||||||||
Vested and Expected to Vest at March 31, 2015 | 3,621,503 | $ | 3.05 | 4.67 | $ | 43,800 | ||||||||
The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average fair values of the options granted and weighted average assumptions are as follows: | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Weighted average fair value of options granted | $ | - | $ | 1.55 | ||||||||||
Risk-free interest rate | - | 1.53 | % | |||||||||||
Expected life (years) | - | 5 | ||||||||||||
Expected volatility factor | - | 54.96 | % | |||||||||||
Expected dividends | - | - | ||||||||||||
A summary of restricted shares under the Company’s stock plans as of March 31, 2015, and changes during the period then ended, are presented below: | ||||||||||||||
Number of Shares | Weighted- | |||||||||||||
Average Grant | ||||||||||||||
Date Fair Value | ||||||||||||||
Unvested at January 1, 2015 | 7,500 | $ | 2.59 | |||||||||||
Granted | - | - | ||||||||||||
Vested | - | - | ||||||||||||
Forfeited/Expired | - | - | ||||||||||||
Unvested at March 31, 2015 | 7,500 | $ | 2.59 | |||||||||||
The total compensation cost related to non-vested stock awards not yet recognized as of March 31, 2015 totaled approximately $1.7 million. The weighted-average period over which these costs will be recognized is twenty months. | ||||||||||||||
The stock-based compensation expense related to the Company’s various stock awards was allocated as follows (in thousands): | ||||||||||||||
Three months ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Direct operating costs | $ | 91 | $ | 69 | ||||||||||
Selling and administrative expenses | 194 | 129 | ||||||||||||
Total stock-based compensation | $ | 285 | $ | 198 | ||||||||||
There were no options exercised in the quarter ended March 31, 2015. | ||||||||||||||
Long_term_obligations
Long term obligations | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt Disclosure [Text Block] | 8 | Long term obligations | ||||||
Total long-term obligations as of March 31, 2015 and December 31, 2014 consist of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Vendor obligations | ||||||||
Capital lease obligations (1) | $ | 577 | $ | 656 | ||||
Deferred lease payments (2) | 720 | 792 | ||||||
Microsoft licenses (3) | 454 | 759 | ||||||
Acquisition related liability (4) | 1,584 | 1,735 | ||||||
Pension obligations | ||||||||
Accrued pension liability | 3,356 | 3,204 | ||||||
6,691 | 7,146 | |||||||
Less: Current portion of long term obligations | 1,355 | 1,606 | ||||||
Totals | $ | 5,336 | $ | 5,540 | ||||
(1) In March 2014, the Company entered into an equipment sale leaseback agreement with a financing company. The cash proceeds from the transaction were $0.9 million. The Company leased the equipment for a period of 36 months at an effective interest rate of approximately 6% and has the option to purchase the equipment at a nominal amount at the end of the lease term. The Company has accounted for this transaction as a financing arrangement, wherein the equipment remains on the Company’s books and will continue to be depreciated. As of March 31, 2015, the Company had made $0.1 million in lease payments under the sale leaseback agreement. | ||||||||
(2) Deferred lease payments represent the effect of straight-lining non-financing type lease payments over the respective lease terms. | ||||||||
(3) In March 2014, the Company renewed a vendor agreement to acquire certain additional software licenses and to receive support and subsequent software upgrades on these and other currently owned software licenses through February 2017. Pursuant to this agreement, the Company is obligated to pay approximately $0.4 million annually over the term of the agreement. The total cost, net of deferred interest (in thousands), was allocated to the following asset accounts in 2014: | ||||||||
Prepaid expenses and other current assets | $ | 356 | ||||||
Other assets | 713 | |||||||
Property and equipment | 136 | |||||||
$ | 1,205 | |||||||
(4) Amount represents a portion of the purchase price consideration for the acquisition of MediaMiser to be paid by the Company as follows: $0.5 million on July 28, 2015 in shares of Innodata Inc.’s common stock, or at the Company’s option, in cash, and $0.6 million on July 28, 2016 in shares of Innodata Inc.’s common stock, or at the Company’s option, in cash. In addition, the Company agreed to pay up to a maximum of $4.6 million of contingent consideration based on MediaMiser’s achieving certain revenue and EBITDA levels during the period from April 1, 2016 to March 31, 2017. The fair value of the contingent consideration as of March 31, 2015 was $0.5 million. | ||||||||
Comprehensive_Income_Loss
Comprehensive Income (Loss) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Comprehensive Income (Loss) Note [Text Block] | 9 | Comprehensive Income (Loss) | ||||||||||||
Accumulated other comprehensive loss, as reflected in the condensed consolidated balance sheets, consists of pension liability adjustments, net of taxes, foreign currency translation adjustment, net of taxes and changes in fair value of derivatives, net of taxes. The components of accumulated other comprehensive loss as of March 31, 2015, and reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2015 and 2014, were as follows (net of tax): | ||||||||||||||
All reclassifications out of accumulated other comprehensive income (loss) had an impact on direct operating costs in the condensed consolidated statements of operations and comprehensive income (loss). | ||||||||||||||
Pension Liability | Fair Value of | Foreign Currency | Accumulated Other | |||||||||||
Adjustment | Derivatives | Translation | Comprehensive | |||||||||||
Adjustment | Income (Loss) | |||||||||||||
Balance at January 1, 2015 | $ | 497 | $ | -337 | $ | -447 | $ | -287 | ||||||
Other comprehensive income (loss) before reclassifications, net of taxes | - | 474 | -539 | -65 | ||||||||||
Total other comprehensive income (loss) before reclassifications, net of taxes | 497 | 137 | -986 | -352 | ||||||||||
Net amount reclassified to earnings | 10 | 32 | - | 42 | ||||||||||
Balance at March 31, 2015 | $ | 507 | $ | 169 | $ | -986 | $ | -310 | ||||||
Pension Liability | Fair Value of | Foreign Currency | Accumulated Other | |||||||||||
Adjustment | Derivatives | Translation | Comprehensive | |||||||||||
Adjustment | Income (Loss) | |||||||||||||
Balance at January 1, 2014 | $ | -116 | $ | -576 | $ | - | $ | -692 | ||||||
Other comprehensive income (loss) before reclassifications, net of taxes | -15 | 270 | - | $ | 255 | |||||||||
Total other comprehensive loss before reclassifications, net of taxes | -131 | -306 | - | -437 | ||||||||||
Net amount reclassified to earnings | 10 | 385 | - | 395 | ||||||||||
Balance at March 31, 2014 | $ | -121 | $ | 79 | $ | - | $ | -42 | ||||||
Segment_Reporting_and_Concentr
Segment Reporting and Concentrations | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Reporting Disclosure [Text Block] | 10 | Segment Reporting and Concentrations | ||||||
The Company’s operations are classified into three reportable segments: Content Services (CS), Innodata Advanced Data Solutions (IADS) and Media Intelligence Solutions (MIS). | ||||||||
The CS segment provides solutions to digital retailers, information services companies, publishers and enterprises that have one or more of the following broad business requirements: development of digital content (including e-books); development of new digital information products; and operational support of existing digital information products and systems. | ||||||||
The IADS segment performs advanced data analysis and operates through two subsidiaries: Synodex and docGenix. Synodex offers a range of data analysis services in the healthcare, medical and insurance areas. docGenix provides services to certain financial services institutions. | ||||||||
In July 2014, the Company acquired MediaMiser, an Ottawa, Canada-based provider of automated, real-time traditional and social media monitoring services. In December 2014, the Company acquired intellectual property and related assets of Bulldog Reporter. Both these businesses constitute Company’s MIS Segment. | ||||||||
A significant portion of the Company’s revenues are generated from its production facilities in the Philippines, India, Sri Lanka, Canada, Germany and Israel. | ||||||||
Revenues from external clients and segment operating profit (loss), and other reportable segment information are as follows (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenues: | ||||||||
Content Services | $ | 12,191 | $ | 13,994 | ||||
IADS | 405 | 72 | ||||||
MediaMiser | 1,206 | - | ||||||
Total Consolidated | $ | 13,802 | $ | 14,066 | ||||
Income (loss) before provision for income taxes(1): | ||||||||
Content Services | $ | 362 | $ | 1,890 | ||||
IADS | -1,596 | -1,895 | ||||||
MediaMiser | -198 | - | ||||||
Total Consolidated | $ | -1,432 | $ | -5 | ||||
Income (loss) before provision for income taxes(2): | ||||||||
Content Services | $ | -219 | $ | 1,421 | ||||
IADS | -1,015 | -1,426 | ||||||
MediaMiser | -198 | - | ||||||
Total Consolidated | $ | -1,432 | $ | -5 | ||||
31-Mar-15 | 31-Dec-14 | |||||||
Total assets: | ||||||||
Content Services | $ | 44,269 | $ | 46,681 | ||||
IADS | 847 | 540 | ||||||
MediaMiser | 7,490 | 7,640 | ||||||
Total Consolidated | $ | 52,606 | $ | 54,861 | ||||
(1) Before elimination of any inter-segment profits | ||||||||
(2) After elimination of any inter-segment profits | ||||||||
The following table summarizes revenues by geographic region (determined based upon customer’s domicile) (in thousands): | ||||||||
Three months ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
United States | $ | 6,588 | $ | 7,989 | ||||
United Kingdom | 2,201 | 1,893 | ||||||
The Netherlands | 2,112 | 2,631 | ||||||
Canada | 1,370 | 359 | ||||||
Other - principally Europe | 1,531 | 1,194 | ||||||
$ | 13,802 | $ | 14,066 | |||||
Long-lived assets as of March 31, 2015 and December 31, 2014, respectively, by geographic region, are comprised of (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
United States | $ | 1,246 | $ | 1,600 | ||||
Foreign countries: | ||||||||
Philippines | 1,954 | 2,081 | ||||||
India | 2,004 | 2,136 | ||||||
Sri Lanka | 833 | 890 | ||||||
Canada | 5,789 | 6,061 | ||||||
Israel | 24 | 29 | ||||||
Germany | 2 | 14 | ||||||
Total foreign | 10,606 | 11,211 | ||||||
$ | 11,852 | $ | 12,811 | |||||
Two clients generated approximately 34% of our total revenues for the three months ended March 31, 2015 and 31% of our total revenues for the three months ended March 31, 2014. No other client accounted for 10% or more of total revenues during these periods. Further, for the three months ended March 31, 2015 and 2014, revenues from non-U.S. clients accounted for 52% and 43%, respectively, of our total revenues. | ||||||||
As of March 31, 2015, approximately 56% of the Company's accounts receivable was from foreign (principally European) clients and 44% of accounts receivable was due from three clients. As of December 31, 2014, approximately 49% of the Company's accounts receivable was from foreign (principally European) clients and 58% of accounts receivable was due from four clients. | ||||||||
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share [Text Block] | 11 | Net Income (Loss) Per Share | ||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Net income (loss) attributable to Innodata Inc. and Subsidiaries | $ | -1,840 | $ | 189 | ||||
Weighted average common shares outstanding | 25,337 | 25,038 | ||||||
Dilutive effect of outstanding options | - | 300 | ||||||
Adjusted for dilutive computation | 25,337 | 25,338 | ||||||
Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by considering the impact of the potential issuance of common shares, using the treasury stock method, on the weighted average number of shares outstanding. For those securities that are not convertible into a class of common stock, the “two-class” method of computing income per share is used. | ||||||||
Options to purchase 2.6 million shares and 1.6 million shares of common stock for the three months ended March 31, 2015 and 2014, respectively, were outstanding but not included in the computation of diluted net income (loss) per share, because the options exercise price was greater than the average market price of the common shares and, therefore, the effect would have been anti-dilutive. In addition, diluted net income (loss) per share for the three months ended March 31, 2015 does not include 1.0 million potential common shares, derived from the exercise of stock options, because as a result of the Company’s incurring losses, their effect would have been anti-dilutive. | ||||||||
Derivatives
Derivatives | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 12 | Derivatives | ||||||||
The Company conducts a large portion of its operations in international markets that subject it to foreign currency fluctuations. The most significant foreign currency exposures occur when revenue and associated accounts receivable are collected in one currency and expenses to generate that revenue are incurred in another currency. The Company’s primary exchange rate exposure relates to payroll, other payroll costs and operating expenses in the Philippines, India, Sri Lanka and Israel. | ||||||||||
In addition, although the majority of the Company’s revenues is denominated in U.S. dollars, a significant portion of the total revenues is denominated in Canadian dollars and Euros. | ||||||||||
To manage its exposure to fluctuations in foreign currency exchange rates, the Company entered into foreign currency forward contracts, authorized under Company policies, with counterparties that were highly rated financial institutions. The Company utilized non-deliverable forward contracts expiring within twelve months to reduce its foreign currency risk. | ||||||||||
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. The Company does not hold or issue derivatives for trading purposes. All derivatives are recognized at their fair value and classified based on the instrument’s maturity date. The total notional amount for outstanding derivatives as of March 31, 2015 and December 31, 2014 was $17.2 million and $19.4 million, respectively, which is comprised of cash flow hedges denominated in U.S. dollars. | ||||||||||
The following table presents the fair value of derivative instruments included within the consolidated balance sheets as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||
Balance Sheet Location | Fair Value | |||||||||
2015 | 2014 | |||||||||
Derivatives designated as hedging instruments: | ||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 169 | $ | - | |||||
Foreign currency forward contracts | Accrued expenses | $ | 337 | |||||||
The effects of foreign currency forward contracts designated as cash flow hedges on the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2015 and 2014, respectively, were as follows (in thousands): | ||||||||||
Three Months Ended | ||||||||||
March 31, | ||||||||||
2015 | 2014 | |||||||||
Net gain recognized in OCI(1) | $ | 474 | $ | 270 | ||||||
Net loss reclassified from accumulated OCI into income(2) | $ | -32 | $ | -385 | ||||||
Net gain recognized in income(3) | $ | - | $ | - | ||||||
(1)Net change in fair value of the effective portion classified into other comprehensive income ("OCI"). | ||||||||||
(2)Effective portion classified within direct operating cost. | ||||||||||
(3)There were no effective portions for the period presented. | ||||||||||
Financial_Instruments
Financial Instruments | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Investments, All Other Investments [Abstract] | |||||||||||
Financial Instruments Disclosure [Text Block] | 13 | Financial Instruments | |||||||||
The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of March 31, 2015 and December 31, 2014, because of the relative short maturity of these instruments. | |||||||||||
“Fair Value Measurements and Disclosures” defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. | |||||||||||
The accounting standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value into three levels. The three levels are defined as follows: | |||||||||||
· | Level 1: Unadjusted quoted price in active market for identical assets and liabilities. | ||||||||||
· | Level 2: Observable inputs other than those included in Level 1. | ||||||||||
· Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. | |||||||||||
The following table sets forth the assets and liabilities as of March 31, 2015 and December 31, 2014 that the Company measured at fair value, on a recurring basis by level, within the fair value hierarchy (in thousands). As required by the standard, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. | |||||||||||
March 31, 2015 | Level 1 | Level 2 | Level 3 | ||||||||
Assets | |||||||||||
Derivatives | $ | - | $ | 169 | $ | - | |||||
Liabilities | |||||||||||
Contingent Considerations | $ | - | $ | - | $ | 496 | |||||
December 31, 2014 | Level 1 | Level 2 | Level 3 | ||||||||
Liabilities | |||||||||||
Derivatives | $ | - | $ | 337 | $ | - | |||||
Contingent Considerations | $ | - | $ | - | $ | 553 | |||||
The following table summarizes the change in fair value of the Level 3 liability for the three months ended March 31, 2015: | |||||||||||
Balance at December 31, 2014 | 553 | ||||||||||
Effect of foreign currency translation adjustment | -57 | ||||||||||
Balance at March 31, 2015 | 496 | ||||||||||
The Level 2 assets and liabilities contain foreign currency forward contracts. Fair value is determined based on the observable market transactions of spot and forward rates. The fair value of these contracts as of March 31, 2015 is included in prepaid expenses and other current assets, and as of December 31, 2014, is included in accrued expenses in the accompanying condensed consolidated balance sheets. | |||||||||||
The acquisition of MediaMiser includes contingent consideration that requires additional amounts to be paid by the Company based on MediaMiser’s revenues and EBITDA during the period from April 1, 2016 to March 31, 2017. The fair value measurement of the contingent consideration obligation is determined using Level 3 unobservable inputs supported by little or no market activity by applying the probability-weighted discounted cash flow approach. The fair value of the contingent consideration as of March 31, 2015 and December 31, 2014 was $0.5 million and the Company has recorded this amount in long term obligations in the condensed consolidated financial statements. | |||||||||||
For the three months ended March 31, 2015, the Company had no transfers between Level 1, Level 2 and Level 3. The change in fair value of the Level 3 liability is on account of foreign currency fluctuation. | |||||||||||
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Business Combinations Policy [Policy Text Block] | Description of Business- Innodata Inc. and Subsidiaries (the “Company”) is a global digital services and solutions company. The Company’s technology and services power leading information products and online retail destinations around the world. The Company’s solutions help prestigious enterprises harness the power of digital data to re-imagine how they operate and drive performance. The Company serves publishers, media and information companies, digital retailers, banks, insurance companies, government agencies and many other industries. |
The Company operates in three reporting segments: Content Services (CS), Innodata Advanced Data Solutions (IADS) and Media Intelligence Solutions (MIS). | |
The Company’s CS segment provides solutions to digital retailers, information services companies, publishers and enterprises that have one or more of the following broad business requirements: development of digital content (including e-books); development of new digital information products; and operational support of existing digital information products and systems. | |
The Company’s IADS segment designs and develops new capabilities to enable clients in the financial services, insurance, medical and healthcare sectors to improve decision-support through digital technologies. IADS operates through two subsidiaries. Synodex offers a range of services for healthcare, medical and insurance companies, and docGenix provides services to financial services institutions. As of March 31, 2015, Innodata owned 90% of Synodex and 94% of docGenix, both limited liability companies. | |
In July 2014, the Company acquired MediaMiser, a leading provider of media monitoring and analysis software and professional services for organizations of all sizes. Through its innovative web-based and mobile solutions, MediaMiser reduces the time and effort it takes to gather, analyze and distribute valuable business intelligence extracted from traditional and social media sources. For organizations that prefer to outsource, MediaMiser also provides detailed analysis reports and daily media briefings through an expert client services team. In December 2014, the Company acquired intellectual property and related assets of Bulldog Reporter. Bulldog Reporter has provided PR industry newsletters, a journalist database, media intelligence and professional development programs for over 30 years. The Company’s MIS segment operates through its MediaMiser and Bulldog Reporter subsidiaries. | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation-The condensed consolidated financial statements for the interim periods included herein are unaudited; however, they contain all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the consolidated financial position of the Company as of March 31, 2015, the results of its operations and comprehensive income (loss) and cash flows for the three months ended March 31, 2015 and 2014, and stockholders’ equity for the three months ended March 31, 2015 and 2014. The results of operations for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. |
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2014, included in the Company's Annual Report on Form 10-K. Unless otherwise noted, the accounting policies used in preparing these condensed consolidated financial statements are the same as those described in the December 31, 2014 consolidated financial statements. | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation-The consolidated financial statements include the accounts of Innodata Inc. and its wholly-owned subsidiaries, MediaMiser, a corporation in which the Company owns substantially all of the economic interest, and the Synodex and docGenix limited liability companies that are majority-owned by the Company. The non-controlling interests in the Synodex and docGenix limited liability companies are accounted for in accordance with Financial Accounting Standards Board (FASB) non-controlling interest guidance. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates-In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those related to revenue recognition, allowance for doubtful accounts and billing adjustments, long-lived assets, intangible assets, goodwill, valuation of deferred tax assets, valuation of securities underlying stock-based compensation, litigation accruals, pension benefits, purchase price allocation of the assets acquired in the acquisition of MediaMiser and Bulldog Reporter, valuation of derivative instruments and estimated accruals for various tax exposures. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation-The functional currency for the Company’s production operations located in the Philippines, India, Sri Lanka and Israel is the U.S. dollar. Transactions denominated in Philippine pesos, Indian and Sri Lankan rupees and Israeli shekels are translated to U.S. dollars at rates which approximate those in effect on transaction dates. |
The financial statements of the foreign subsidiaries located in Germany and Canada are the Euro and the Canadian dollar, respectively. The financial statements of these subsidiaries are reported in these respective currencies. Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in our consolidated financial statements. Income, expenses and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders' equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying consolidated statements of operations and comprehensive income (loss). | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition-For the CS segment, revenue is recognized based on the quantity delivered or resources utilized, the period in which services are performed and delivered and when all the criteria of Staff Accounting Bulletin 104 have been met. Revenues for contracts billed on a time-and-materials basis are recognized as services are performed. Revenues under fixed-fee contracts, which are not significant to overall revenues, are recognized on the percentage of completion method of accounting, as services are performed or milestones are achieved. |
For the IADS segment, revenue is recognized primarily based on the quantity delivered, and the period in which services are performed and deliverables are made as per contracts. | |
The MIS segment derives its revenues primarily from subscription arrangements. Revenue from subscriptions is recognized monthly when access to the service is provided to the end user and there are no significant remaining obligations, persuasive evidence of an arrangement exists, the fees are fixed or determinable and collection is reasonably assured. | |
Revenues include reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements-In May 2014, the FASB issued guidance on revenue from contracts with customers. This update is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This accounting guidance is effective prospectively for annual reporting periods, and interim periods within those periods, beginning after December 15, 2016 and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt the new standard when it takes effect. The Company has not yet determined the potential effects of the adoption of this standard on its consolidated financial statements. |
In June 2014, the FASB issued guidance on accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. This new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This accounting guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company adopted the standard in the first quarter of 2015 and it did not have a material impact on its condensed consolidated financial statements. | |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment are stated at costs less accumulated depreciation and amortization (in thousands), and consist of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Equipment | $ | 13,700 | $ | 13,719 | ||||
Software | 4,928 | 4,863 | ||||||
Furniture and equipment | 2,341 | 2,348 | ||||||
Leasehold improvements | 4,944 | 4,919 | ||||||
Total | 25,913 | 25,849 | ||||||
Less: accumulated depreciation and amortization | -20,328 | -19,934 | ||||||
$ | 5,585 | $ | 5,915 | |||||
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business combination had occurred on January 1, 2014 (amount in thousands, except per share amounts): | ||||
Three Months Ended | |||||
March 31, 2014 | |||||
Revenues: | |||||
As reported | $ | 14,066 | |||
Proforma | $ | 15,084 | |||
Net income (loss) attributable to Innodata Inc. and Subsidiaries: | |||||
As reported | $ | 189 | |||
Proforma | $ | -9 | |||
Basic and diluted net income (loss) per share: | |||||
As reported | $ | 0.01 | |||
Proforma | $ | - | |||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||
Schedule of Goodwill [Table Text Block] | The changes in the carrying amount of goodwill for the three months ended March 31, 2015 were as follows (in thousands): | ||||||||||
Balance as of January 1, 2015 | $ | 1,635 | |||||||||
Foreign currency translation adjustment | -83 | ||||||||||
Balance as of March 31, 2015 | $ | 1,552 | |||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Information regarding our acquisition-related intangible assets is as follows (in thousands): | ||||||||||
March 31, 2015 | |||||||||||
Cost | Accumulated | Net | |||||||||
Amortization | |||||||||||
Developed technology | $ | 2,166 | $ | -144 | $ | 2,022 | |||||
Customer relationships | 2,228 | -124 | 2,104 | ||||||||
Trademarks and tradenames | 577 | -33 | 544 | ||||||||
Patents | 45 | - | 45 | ||||||||
Total | $ | 5,016 | $ | -301 | $ | 4,715 | |||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated annual amortization expense for intangible assets subsequent to March 31, 2015 is as follows (in thousands): | ||||||||||
Year | Amortization | ||||||||||
2015 | $ | 492 | |||||||||
2016 | 492 | ||||||||||
2017 | 492 | ||||||||||
2018 | 492 | ||||||||||
2019 | 476 | ||||||||||
Thereafter | 2,271 | ||||||||||
$ | 4,715 | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Income Tax Disclosure [Abstract] | |||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | The following presents a roll-forward of the Company’s unrecognized tax benefits and associated interest for the three months ended March 31, 2015 (amounts in thousands): | ||||
Unrecognized tax | |||||
benefits | |||||
Balance - January 1, 2015 | $ | 1,760 | |||
Decrease for tax position in prior years | - | ||||
Increase for tax position in prior years | 27 | ||||
Foreign currency revaluation | 15 | ||||
Balance - March 31, 2015 | $ | 1,802 | |||
Stock_Options_Tables
Stock Options (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average fair values of the options granted and weighted average assumptions are as follows: | |||||||||||||
Number of | Weighted - | Weighted- | Aggregate | |||||||||||
Options | Average | Average | Intrinsic Value | |||||||||||
Exercise Price | Remaining | |||||||||||||
Contractual Term | ||||||||||||||
(years) | ||||||||||||||
Outstanding at January 1, 2015 | 3,641,857 | $ | 3.05 | |||||||||||
Granted | - | - | ||||||||||||
Exercised | - | - | ||||||||||||
Forfeited/Expired | -20,354 | 3.08 | ||||||||||||
Outstanding at March 31, 2015 | 3,621,503 | $ | 3.05 | 4.67 | $ | 43,800 | ||||||||
Exercisable at March 31, 2015 | 1,353,232 | $ | 3.05 | 3.39 | $ | 35,450 | ||||||||
Vested and Expected to Vest at March 31, 2015 | 3,621,503 | $ | 3.05 | 4.67 | $ | 43,800 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average fair values of the options granted and weighted average assumptions are as follows: | |||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Weighted average fair value of options granted | $ | - | $ | 1.55 | ||||||||||
Risk-free interest rate | - | 1.53 | % | |||||||||||
Expected life (years) | - | 5 | ||||||||||||
Expected volatility factor | - | 54.96 | % | |||||||||||
Expected dividends | - | - | ||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of restricted shares under the Company’s stock plans as of March 31, 2015, and changes during the period then ended, are presented below: | |||||||||||||
Number of Shares | Weighted- | |||||||||||||
Average Grant | ||||||||||||||
Date Fair Value | ||||||||||||||
Unvested at January 1, 2015 | 7,500 | $ | 2.59 | |||||||||||
Granted | - | - | ||||||||||||
Vested | - | - | ||||||||||||
Forfeited/Expired | - | - | ||||||||||||
Unvested at March 31, 2015 | 7,500 | $ | 2.59 | |||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The stock-based compensation expense related to the Company’s various stock awards was allocated as follows (in thousands): | |||||||||||||
Three months ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Direct operating costs | $ | 91 | $ | 69 | ||||||||||
Selling and administrative expenses | 194 | 129 | ||||||||||||
Total stock-based compensation | $ | 285 | $ | 198 | ||||||||||
Long_term_obligations_Tables
Long term obligations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt [Table Text Block] | Total long-term obligations as of March 31, 2015 and December 31, 2014 consist of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Vendor obligations | ||||||||
Capital lease obligations (1) | $ | 577 | $ | 656 | ||||
Deferred lease payments (2) | 720 | 792 | ||||||
Microsoft licenses (3) | 454 | 759 | ||||||
Acquisition related liability (4) | 1,584 | 1,735 | ||||||
Pension obligations | ||||||||
Accrued pension liability | 3,356 | 3,204 | ||||||
6,691 | 7,146 | |||||||
Less: Current portion of long term obligations | 1,355 | 1,606 | ||||||
Totals | $ | 5,336 | $ | 5,540 | ||||
(1) In March 2014, the Company entered into an equipment sale leaseback agreement with a financing company. The cash proceeds from the transaction were $0.9 million. The Company leased the equipment for a period of 36 months at an effective interest rate of approximately 6% and has the option to purchase the equipment at a nominal amount at the end of the lease term. The Company has accounted for this transaction as a financing arrangement, wherein the equipment remains on the Company’s books and will continue to be depreciated. As of March 31, 2015, the Company had made $0.1 million in lease payments under the sale leaseback agreement. | ||||||||
(2) Deferred lease payments represent the effect of straight-lining non-financing type lease payments over the respective lease terms. | ||||||||
(3) In March 2014, the Company renewed a vendor agreement to acquire certain additional software licenses and to receive support and subsequent software upgrades on these and other currently owned software licenses through February 2017. Pursuant to this agreement, the Company is obligated to pay approximately $0.4 million annually over the term of the agreement. The total cost, net of deferred interest (in thousands), was allocated to the following asset accounts in 2014: | ||||||||
Prepaid expenses and other current assets | $ | 356 | ||||||
Other assets | 713 | |||||||
Property and equipment | 136 | |||||||
$ | 1,205 | |||||||
(4) Amount represents a portion of the purchase price consideration for the acquisition of MediaMiser to be paid by the Company as follows: $0.5 million on July 28, 2015 in shares of Innodata Inc.’s common stock, or at the Company’s option, in cash, and $0.6 million on July 28, 2016 in shares of Innodata Inc.’s common stock, or at the Company’s option, in cash. In addition, the Company agreed to pay up to a maximum of $4.6 million of contingent consideration based on MediaMiser’s achieving certain revenue and EBITDA levels during the period from April 1, 2016 to March 31, 2017. The fair value of the contingent consideration as of March 31, 2015 was $0.5 million. | ||||||||
Comprehensive_Income_Loss_Tabl
Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | All reclassifications out of accumulated other comprehensive income (loss) had an impact on direct operating costs in the condensed consolidated statements of operations and comprehensive income (loss). | |||||||||||||
Pension Liability | Fair Value of | Foreign Currency | Accumulated Other | |||||||||||
Adjustment | Derivatives | Translation | Comprehensive | |||||||||||
Adjustment | Income (Loss) | |||||||||||||
Balance at January 1, 2015 | $ | 497 | $ | -337 | $ | -447 | $ | -287 | ||||||
Other comprehensive income (loss) before reclassifications, net of taxes | - | 474 | -539 | -65 | ||||||||||
Total other comprehensive income (loss) before reclassifications, net of taxes | 497 | 137 | -986 | -352 | ||||||||||
Net amount reclassified to earnings | 10 | 32 | - | 42 | ||||||||||
Balance at March 31, 2015 | $ | 507 | $ | 169 | $ | -986 | $ | -310 | ||||||
Pension Liability | Fair Value of | Foreign Currency | Accumulated Other | |||||||||||
Adjustment | Derivatives | Translation | Comprehensive | |||||||||||
Adjustment | Income (Loss) | |||||||||||||
Balance at January 1, 2014 | $ | -116 | $ | -576 | $ | - | $ | -692 | ||||||
Other comprehensive income (loss) before reclassifications, net of taxes | -15 | 270 | - | $ | 255 | |||||||||
Total other comprehensive loss before reclassifications, net of taxes | -131 | -306 | - | -437 | ||||||||||
Net amount reclassified to earnings | 10 | 385 | - | 395 | ||||||||||
Balance at March 31, 2014 | $ | -121 | $ | 79 | $ | - | $ | -42 | ||||||
Segment_Reporting_and_Concentr1
Segment Reporting and Concentrations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Revenues from external clients and segment operating profit (loss), and other reportable segment information are as follows (in thousands): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenues: | ||||||||
Content Services | $ | 12,191 | $ | 13,994 | ||||
IADS | 405 | 72 | ||||||
MediaMiser | 1,206 | - | ||||||
Total Consolidated | $ | 13,802 | $ | 14,066 | ||||
Income (loss) before provision for income taxes(1): | ||||||||
Content Services | $ | 362 | $ | 1,890 | ||||
IADS | -1,596 | -1,895 | ||||||
MediaMiser | -198 | - | ||||||
Total Consolidated | $ | -1,432 | $ | -5 | ||||
Income (loss) before provision for income taxes(2): | ||||||||
Content Services | $ | -219 | $ | 1,421 | ||||
IADS | -1,015 | -1,426 | ||||||
MediaMiser | -198 | - | ||||||
Total Consolidated | $ | -1,432 | $ | -5 | ||||
31-Mar-15 | 31-Dec-14 | |||||||
Total assets: | ||||||||
Content Services | $ | 44,269 | $ | 46,681 | ||||
IADS | 847 | 540 | ||||||
MediaMiser | 7,490 | 7,640 | ||||||
Total Consolidated | $ | 52,606 | $ | 54,861 | ||||
(1) Before elimination of any inter-segment profits | ||||||||
(2) After elimination of any inter-segment profits | ||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | The following table summarizes revenues by geographic region (determined based upon customer’s domicile) (in thousands): | |||||||
Three months ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
United States | $ | 6,588 | $ | 7,989 | ||||
United Kingdom | 2,201 | 1,893 | ||||||
The Netherlands | 2,112 | 2,631 | ||||||
Canada | 1,370 | 359 | ||||||
Other - principally Europe | 1,531 | 1,194 | ||||||
$ | 13,802 | $ | 14,066 | |||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Long-lived assets as of March 31, 2015 and December 31, 2014, respectively, by geographic region, are comprised of (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
United States | $ | 1,246 | $ | 1,600 | ||||
Foreign countries: | ||||||||
Philippines | 1,954 | 2,081 | ||||||
India | 2,004 | 2,136 | ||||||
Sri Lanka | 833 | 890 | ||||||
Canada | 5,789 | 6,061 | ||||||
Israel | 24 | 29 | ||||||
Germany | 2 | 14 | ||||||
Total foreign | 10,606 | 11,211 | ||||||
$ | 11,852 | $ | 12,811 | |||||
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended March 31, | |||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Net income (loss) attributable to Innodata Inc. and Subsidiaries | $ | -1,840 | $ | 189 | ||||
Weighted average common shares outstanding | 25,337 | 25,038 | ||||||
Dilutive effect of outstanding options | - | 300 | ||||||
Adjusted for dilutive computation | 25,337 | 25,338 | ||||||
Derivatives_Tables
Derivatives (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table presents the fair value of derivative instruments included within the consolidated balance sheets as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||
Balance Sheet Location | Fair Value | |||||||||
2015 | 2014 | |||||||||
Derivatives designated as hedging instruments: | ||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 169 | $ | - | |||||
Foreign currency forward contracts | Accrued expenses | $ | 337 | |||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block] | The effects of foreign currency forward contracts designated as cash flow hedges on the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2015 and 2014, respectively, were as follows (in thousands): | |||||||||
Three Months Ended | ||||||||||
March 31, | ||||||||||
2015 | 2014 | |||||||||
Net gain recognized in OCI(1) | $ | 474 | $ | 270 | ||||||
Net loss reclassified from accumulated OCI into income(2) | $ | -32 | $ | -385 | ||||||
Net gain recognized in income(3) | $ | - | $ | - | ||||||
(1)Net change in fair value of the effective portion classified into other comprehensive income ("OCI"). | ||||||||||
(2)Effective portion classified within direct operating cost. | ||||||||||
(3)There were no effective portions for the period presented. | ||||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Investments, All Other Investments [Abstract] | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following table sets forth the assets and liabilities as of March 31, 2015 and December 31, 2014 that the Company measured at fair value, on a recurring basis by level, within the fair value hierarchy (in thousands). As required by the standard, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. | ||||||||||
March 31, 2015 | Level 1 | Level 2 | Level 3 | ||||||||
Assets | |||||||||||
Derivatives | $ | - | $ | 169 | $ | - | |||||
Liabilities | |||||||||||
Contingent Considerations | $ | - | $ | - | $ | 496 | |||||
December 31, 2014 | Level 1 | Level 2 | Level 3 | ||||||||
Liabilities | |||||||||||
Derivatives | $ | - | $ | 337 | $ | - | |||||
Contingent Considerations | $ | - | $ | - | $ | 553 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table summarizes the change in fair value of the Level 3 liability for the three months ended March 31, 2015: | ||||||||||
Balance at December 31, 2014 | 553 | ||||||||||
Effect of foreign currency translation adjustment | -57 | ||||||||||
Balance at March 31, 2015 | 496 | ||||||||||
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies (Details Textual) | Mar. 31, 2015 |
Synodex [Member] | |
Description of Business and Summary of Significant Accounting Policies [Line Items] | |
Noncontrolling Interest, Ownership Percentage By Parent | 90.00% |
DocGenix [Member] | |
Description of Business and Summary of Significant Accounting Policies [Line Items] | |
Noncontrolling Interest, Ownership Percentage By Parent | 94.00% |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Total | $25,913 | $25,849 |
Less: accumulated depreciation and amortization | -20,328 | -19,934 |
Property, Plant and Equipment, Net | 5,585 | 5,915 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 13,700 | 13,719 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 4,928 | 4,863 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,341 | 2,348 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $4,944 | $4,919 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $727 | $712 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $500 | $700 |
Acquisition_Details
Acquisition (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
As reported | $13,802 | $14,066 |
Proforma | 15,084 | |
Net income (loss) attributable to Innodata Inc. and Subsidiaries: | ||
As reported | -1,840 | 189 |
Proforma | ($9) | |
Basic and diluted net income (loss) per share: | ||
As reported | ($0.07) | $0.01 |
Proforma | $0 |
Acquisition_Details_Textual
Acquisition (Details Textual) (USD $) | 1 Months Ended | ||
Jul. 28, 2014 | Dec. 23, 2014 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration Arrangements, Basis for Amount | The contingent consideration, if earned, is payable in May 2017 in cash, or at the Companys option, in up to 70% of Innodata Inc.s common stock, with the balance in cash. | ||
Deferred Revenue | $160,000 | ||
Trademarks and Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
Finite-lived Intangible Assets, Fair Value Disclosure | 320,000 | ||
MediaMiser [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred, Noncontingent Consideration | 5,400,000 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | ||
Payments to Acquire Businesses, Gross | 4,100,000 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 4,600,000 | ||
Business Combination, Contingent Consideration, Liability | 600,000 | 500,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | ||
Business Acquisition, Description of Acquired Entity | Of the non-contingent portion of the purchase price, $4.1 million was paid by the Company in cash at closing; $0.6 million is payable by the Company on July 28, 2015, in shares of Innodata Inc.’s common stock, or at the Company’s option, in cash; and $0.7 million is payable by the Company on July 28, 2016 in shares of Innodata Inc.’s common stock, or at the Company’s option, in cash. | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 700,000 | ||
MediaMiser [Member] | Developed Technology Rights [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
MediaMiser [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||
MediaMiser [Member] | Trademarks and Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
MediaMiser [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
MediaMiser [Member] | Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Line Items] | |
Balance | $1,635 |
Foreign currency translation adjustment | -83 |
Balance | $1,552 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 1) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $5,016 |
Finite-Lived Intangible Assets, Accumulated Amortization | -301 |
Finite-Lived Intangible Assets, Net | 4,715 |
Developed Technology Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 2,166 |
Finite-Lived Intangible Assets, Accumulated Amortization | -144 |
Finite-Lived Intangible Assets, Net | 2,022 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 2,228 |
Finite-Lived Intangible Assets, Accumulated Amortization | -124 |
Finite-Lived Intangible Assets, Net | 2,104 |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 577 |
Finite-Lived Intangible Assets, Accumulated Amortization | -33 |
Finite-Lived Intangible Assets, Net | 544 |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 45 |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 |
Finite-Lived Intangible Assets, Net | $45 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Details 2) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets [Line Items] | |
2015 | $492 |
2016 | 492 |
2017 | 492 |
2018 | 492 |
2019 | 476 |
Thereafter | 2,271 |
Finite-Lived Intangible Assets, Net | $4,715 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets (Details Textual) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | |
Amortization of Intangible Assets | $0.10 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Income Tax Contingency [Line Items] | |
Balance at beginning of year | $1,760 |
Decrease for tax position in prior years | 0 |
Increase for tax position in prior years | 27 |
Foreign currency revaluation | 15 |
Balance at end of year | $1,802 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2008 | Dec. 31, 2006 | Dec. 31, 2005 | Apr. 30, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||||||
Unrecognized Tax Benefits | $1,802,000 | $1,760,000 | |||||
Income Tax Examination, Penalties and Interest Accrued | 600,000 | 600,000 | |||||
Income Tax Expense (Benefit) | 554,000 | 101,000 | |||||
Indian Bureau Of Taxation [Member] | |||||||
Income Taxes [Line Items] | |||||||
Foreign Income Tax Expense (Benefit), Continuing Operations | 260,000 | 1,000,000 | 309,000 | 284,000 | |||
Tax Adjustments, Settlements, and Unusual Provisions | 488,000 | ||||||
Deferred Foreign Income Tax Expense (Benefit) | 151,000 | ||||||
Income Tax Expense (Benefit) | 722,000 | ||||||
Indian Bureau Of Taxation [Member] | Subsequent Event [Member] | |||||||
Income Taxes [Line Items] | |||||||
Foreign Income Tax Expense (Benefit), Continuing Operations | 300,000 | ||||||
Philippine Bureau Of Taxation [Member] | |||||||
Income Taxes [Line Items] | |||||||
Income Tax Expense (Benefit) | $310,000 |
Commitments_and_contingencies_
Commitments and contingencies (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies [Line Items] | ||
Estimated Litigation Liability | $8,000,000 | |
Litigation Settlement, Expense | 100,000 | |
Property, Plant and Equipment, Net | 5,585,000 | 5,915,000 |
Liens Under Foreign Tax Authority [Member] | ||
Commitments and Contingencies [Line Items] | ||
Property, Plant and Equipment, Net | $600,000 |
Stock_Options_Details
Stock Options (Details) (Employee Stock Option [Member], USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding at January 1, 2015 (in shares) | 3,641,857 |
Number of Options, Granted (in shares) | 0 |
Number of Options, Exercised (in shares) | 0 |
Number of Options, Forfeited/Expired (in shares) | -20,354 |
Number of Options, Outstanding at March 31, 2015 (in shares) | 3,621,503 |
Number of Options, Exercisable at March 31, 2015 (in shares) | 1,353,232 |
Number of Options, Vested and Expected to Vest at March 31, 2015 (in shares) | 3,621,503 |
Weighted - Average Exercise Price, Outstanding at January 1, 2015 (in dollars per share) | $3.05 |
Weighted - Average Exercise Price, Granted (in dollars per shares) | $0 |
Weighted - Average Exercise Price, Exercised (in dollars per share) | $0 |
Weighted - Average Exercise Price, Forfeited/Expired (in dollars per share) | $3.08 |
Weighted - Average Exercise Price, Outstanding at March 31, 2015 (in dollars per share) | $3.05 |
Weighted - Average Exercise Price, Exercisable at March 31, 2015 (in dollars per share) | $3.05 |
Weighted - Average Exercise Price, Vested and Expected to Vest at March 31, 2015 (in dollars per share) | $3.05 |
Weighted - Average Remaining Contractual Term, Outstanding at March 31, 2015 (in years) | 4 years 8 months 1 day |
Weighted - Average Remaining Contractual Term, Exercisable at March 31, 2015 (in years) | 3 years 4 months 20 days |
Weighted - Average Remaining Contractual Term, Vested and Expected to Vest at March 31, 2015 (in years) | 4 years 8 months 1 day |
Aggregate Intrinsic Value, Outstanding at March 31, 2015 | $43,800 |
Aggregate Intrinsic Value, Exercisable at March 31, 2015 | 35,450 |
Aggregate Intrinsic Value, Vested and Expected to Vest at March 31, 2015 | $43,800 |
Stock_Options_Details_1
Stock Options (Details 1) (Employee Stock Option [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value of options granted (in dollars per share) | $0 | $1.55 |
Risk-free interest rate | 0.00% | 1.53% |
Expected life (years) | 0 years | 5 years |
Expected volatility factor | 0.00% | 54.96% |
Expected dividends | 0.00% | 0.00% |
Stock_Options_Details_2
Stock Options (Details 2) (Restricted Stock [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Unvested at January 1, 2015 (in shares) | 7,500 |
Number of Shares, Granted (in shares) | 0 |
Number of Shares, Vested (in shares) | 0 |
Number of Shares, Forfeited/Expired (in shares) | 0 |
Number of Shares, Unvested at March 31, 2015 (in shares) | 7,500 |
Weighted-Average Grant Date Fair Value, Unvested at January 1, 2015 (in dollars per share) | $2.59 |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $0 |
Weighted-Average Grant Date Fair Value, Vested (in dollars per share) | $0 |
Weighted-Average Grant Date Fair Value, Forfeited/Expired (in dollars per share) | $0 |
Weighted-Average Grant Date Fair Value, Unvested at March 31, 2015 (in dollars per share) | $2.59 |
Stock_Options_Details_3
Stock Options (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $285 | $198 |
Direct Operating Costs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 91 | 69 |
Selling and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $194 | $129 |
Stock_Options_Details_Textual
Stock Options (Details Textual) (USD $) | Mar. 31, 2015 |
In Millions, except Share data, unless otherwise specified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee Service Share-Based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized | $1.70 |
2013 Stock Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Number Of Shares Authorized | 2,138,655 |
2009 Stock Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 41,096 |
Long_term_obligations_Details
Long term obligations (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | ||
In Thousands, unless otherwise specified | |||||
Vendor obligations | |||||
Capital lease obligations | $577 | [1] | $656 | [1] | |
Deferred lease payments | 720 | [2] | 792 | [2] | |
Microsoft license | 454 | [3] | 759 | [3] | 1,205 |
Acquisition related liability | 1,584 | [4] | 1,735 | [4] | |
Pension obligations | |||||
Accrued pension liability | 3,356 | 3,204 | |||
Long-term Debt | 6,691 | 7,146 | |||
Less: Current portion of long-term obligations | 1,355 | 1,606 | |||
Total | $5,336 | $5,540 | |||
[1] | In March 2014, the Company entered into an equipment sale leaseback agreement with a financing company. The cash proceeds from the transaction were $0.9 million. The Company leased the equipment for a period of 36 months at an effective interest rate of approximately 6% and has the option to purchase the equipment at a nominal amount at the end of the lease term. The Company has accounted for this transaction as a financing arrangement, wherein the equipment remains on the Companybs books and will continue to be depreciated. As of March 31, 2015, the Company had made $0.1 million in lease payments under the sale leaseback agreement. | ||||
[2] | Deferred lease payments represent the effect of straight-lining non-financing type lease payments over the respective lease terms. | ||||
[3] | In March 2014, the Company renewed a vendor agreement to acquire certain additional software licenses and to receive support and subsequent software upgrades on these and other currently owned software licenses through February 2017. Pursuant to this agreement, the Company is obligated to pay approximately $0.4 million annually over the term of the agreement. | ||||
[4] | Amount represents a portion of the purchase price consideration for the acquisition of MediaMiser to be paid by the Company as follows: $0.5 million on July 28, 2015 in shares of Innodata Inc.bs common stock, or at the Companybs option, in cash, and $0.6 million on July 28, 2016 in shares of Innodata Inc.bs common stock, or at the Companybs option, in cash. In addition, the Company agreed to pay up to a maximum of $4.6 million of contingent consideration based on MediaMiserbs achieving certain revenue and EBITDA levels during the period from April 1, 2016 to March 31, 2017. The fair value of the contingent consideration as of March 31, 2015 was $0.5 million. |
Long_term_obligations_Details_
Long term obligations (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | ||
In Thousands, unless otherwise specified | |||||
Debt Instrument [Line Items] | |||||
Software Licenses Obligations | $454 | [1] | $759 | [1] | $1,205 |
Prepaid expenses and other current assets [Member] | |||||
Debt Instrument [Line Items] | |||||
Software Licenses Obligations | 356 | ||||
Other assets [Member] | |||||
Debt Instrument [Line Items] | |||||
Software Licenses Obligations | 713 | ||||
Property and equipment [Member] | |||||
Debt Instrument [Line Items] | |||||
Software Licenses Obligations | $136 | ||||
[1] | In March 2014, the Company renewed a vendor agreement to acquire certain additional software licenses and to receive support and subsequent software upgrades on these and other currently owned software licenses through February 2017. Pursuant to this agreement, the Company is obligated to pay approximately $0.4 million annually over the term of the agreement. |
Long_term_obligations_Details_1
Long term obligations (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jul. 28, 2014 | Mar. 31, 2014 | Jul. 28, 2016 | Jul. 28, 2015 | |
Debt Instrument [Line Items] | ||||||
Proceeds from Long-term Capital Lease Obligations | $0 | $859,000 | ||||
MediaMiser [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 700,000 | |||||
Business Combination, Contingent Consideration, Liability | 500,000 | 600,000 | ||||
MediaMiser [Member] | Scenario, Forecast [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability, Current | 4,600,000 | |||||
Vendor Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
License Costs | 400,000 | |||||
Sale Leaseback Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Sale Leaseback Transaction, Imputed Interest Rate | 6.00% | |||||
Proceeds from Long-term Capital Lease Obligations | 900,000 | |||||
Sale Leaseback Transaction, Rent Expense | 100,000 | |||||
Subsequent Event [Member] | MediaMiser [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $600,000 | $500,000 |
Comprehensive_Income_Loss_Deta
Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Pension Liability Adjustment, Other comprehensive income (loss): | ||
Pension Liability Adjustment, Balance at Beginning of the Period | $497 | ($116) |
Pension Liability Adjustment, Other comprehensive income (loss) before reclassifications, net of taxes | 0 | -15 |
Pension Liability Adjustment, Total other comprehensive loss before reclassifications, net of taxes | 497 | -131 |
Pension Liability Adjustment, Net amount reclassified to earnings | 10 | 10 |
Pension Liability Adjustment, Balance at End of the Period | 507 | -121 |
Fair Value of Derivatives, Other comprehensive income (loss): | ||
Fair Value of Derivatives, Balance at Beginning of the Period | -337 | -576 |
Fair Value of Derivatives, Other comprehensive income (loss) before reclassifications, net of taxes | 474 | 270 |
Fair Value of Derivatives, Total other comprehensive loss before reclassifications, net of taxes | 137 | -306 |
Fair Value of Derivatives, Net amount reclassified to earnings | 32 | 385 |
Fair Value of Derivatives, Balance at End of the Period | 169 | 79 |
Foreign Currency Translation Adjustment, Other comprehensive income (loss): | ||
Foreign Currency Translation Adjustment, Balance at Beginning of the Period | -447 | 0 |
Foreign Currency Translation Adjustment, Other comprehensive income (loss) before reclassifications, net of taxes | -539 | 0 |
Foreign Currency Translation Adjustment, Total other comprehensive loss before reclassifications, net of taxes | -986 | 0 |
Foreign Currency Translation Adjustment, Net amount reclassified to earnings | 0 | 0 |
Foreign Currency Translation Adjustment, Balance at End of the period | -986 | 0 |
Accumulated Other Comprehensive Income (loss), Other comprehensive income (loss): | ||
Accumulated Other Comprehensive Income (loss), Balance at Beginning of the period | -287 | -692 |
Accumulated Other Comprehensive Income (loss), Other comprehensive income (loss) before reclassifications, net of taxes | -65 | 255 |
Accumulated Other Comprehensive Income (loss), Total other comprehensive loss before reclassifications, net of taxes | -352 | -437 |
Accumulated Other Comprehensive Income (loss), Net amount reclassified to earnings | 42 | 395 |
Accumulated Other Comprehensive Income (loss), Balance at End of the period | ($310) | ($42) |
Segment_Reporting_and_Concentr2
Segment Reporting and Concentrations (Details) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $13,802 | $14,066 | |||
Assets | 52,606 | 54,861 | |||
Before Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | -1,432 | [1] | -5 | [1] | |
After Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | -1,432 | [2] | -5 | [2] | |
Content Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 12,191 | 13,994 | |||
Assets | 44,269 | 46,681 | |||
Content Services [Member] | Before Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | 362 | [1] | 1,890 | [1] | |
Content Services [Member] | After Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | -219 | [2] | 1,421 | [2] | |
IADS [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 405 | 72 | |||
Assets | 847 | 540 | |||
IADS [Member] | Before Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | -1,596 | [1] | -1,895 | [1] | |
IADS [Member] | After Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | -1,015 | [2] | -1,426 | [2] | |
MediaMiser [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,206 | 0 | |||
Assets | 7,490 | 7,640 | |||
MediaMiser [Member] | Before Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | -198 | [1] | 0 | [1] | |
MediaMiser [Member] | After Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | ($198) | [2] | $0 | [2] | |
[1] | Before elimination of any inter-segment profits | ||||
[2] | After elimination of any inter-segment profits |
Segment_Reporting_and_Concentr3
Segment Reporting and Concentrations (Details 1) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Revenues | $13,802 | $14,066 |
Other - principally Europe | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,531 | 1,194 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,588 | 7,989 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,201 | 1,893 |
The Netherlands | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,112 | 2,631 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Revenues | $1,370 | $359 |
Segment_Reporting_and_Concentr4
Segment Reporting and Concentrations (Details 2) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | $11,852 | $12,811 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 1,246 | 1,600 |
Philippines | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 1,954 | 2,081 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 2,004 | 2,136 |
Sri Lanka | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 833 | 890 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 5,789 | 6,061 |
Israel | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 24 | 29 |
Foreign Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 10,606 | 11,211 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | $2 | $14 |
Segment_Reporting_and_Concentr5
Segment Reporting and Concentrations (Details Textual) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Foreign Customer [Member] | Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 52.00% | 43.00% | |
Foreign Customer [Member] | Accounts Receivable [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 56.00% | 49.00% | |
Two clients [Member] | Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 34.00% | 31.00% | |
Two other clients [Member] | Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 10.00% | ||
Three Clients [Member] | Accounts Receivable [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 44.00% | ||
Four Clients [Member] | Accounts Receivable [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 58.00% |
Net_Income_Loss_Per_Share_Deta
Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share Basic and Diluted [Line Items] | ||
Net income (loss) attributable to Innodata Inc. and Subsidiaries | ($1,840) | $189 |
Weighted average common shares outstanding | 25,337 | 25,038 |
Dilutive effect of outstanding options | 0 | 300 |
Adjusted for dilutive computation | 25,337 | 25,338 |
Net_Income_Loss_Per_Share_Deta1
Net Income (Loss) Per Share (Details Textual) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Stock Compensation Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | 1 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | 2.6 | 1.6 |
Derivatives_Details
Derivatives (Details) (Foreign currency forward contracts [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Instruments and Hedges, Liabilities | $337 | |
Prepaid expenses and other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Instruments and Hedges, Liabilities | $169 | $0 |
Derivatives_Details_1
Derivatives (Details 1) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net gain recognized in OCI | $474 | [1] | $270 | [1] |
Net loss reclassified from accumulated OCI into income | -32 | [2] | -385 | [2] |
Net gain recognized in income | $0 | [3] | $0 | [3] |
[1] | Net change in fair value of the effective portion classified into other comprehensive income ("OCI"). | |||
[2] | Effective portion classified within direct operating cost. | |||
[3] | There were no effective portions for the period presented. |
Derivatives_Details_Textual
Derivatives (Details Textual) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $17.20 | $19.40 |
Financial_Instruments_Details
Financial Instruments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Derivatives | $0 | $0 |
Liabilities | ||
Derivatives | 0 | 0 |
Contingent Considerations | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Derivatives | 169 | 337 |
Liabilities | ||
Derivatives | 169 | 337 |
Contingent Considerations | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Derivatives | 0 | 0 |
Liabilities | ||
Derivatives | 0 | 0 |
Contingent Considerations | $496 | $553 |
Financial_Instruments_Details_
Financial Instruments (Details 1) (Fair Value, Inputs, Level 3 [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Fair Value, Inputs, Level 3 [Member] | |
Balance at December 31, 2014 | $553 |
Effect of foreign currency translation adjustment | -57 |
Balance at March 31, 2015 | $496 |
Financial_Instruments_Details_1
Financial Instruments (Details Textual) (MediaMiser [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
MediaMiser [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $0.50 | $0.50 |