Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | INNODATA INC | |
Entity Central Index Key | 903,651 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | INOD | |
Entity Common Stock, Shares Outstanding | 25,877,454 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 14,199 | $ 14,172 |
Accounts receivable, net | 9,523 | 9,952 |
Prepaid expenses and other current assets | 3,280 | 3,124 |
Total current assets | 27,002 | 27,248 |
Property and equipment, net | 5,898 | 5,397 |
Other assets | 3,204 | 2,377 |
Deferred income taxes | 1,744 | 1,641 |
Intangibles, net | 7,990 | 8,191 |
Goodwill | 2,747 | 2,734 |
Total assets | 48,585 | 47,588 |
Current liabilities: | ||
Accounts payable | 2,360 | 1,018 |
Accrued expenses | 4,016 | 4,333 |
Accrued salaries, wages and related benefits | 4,950 | 5,040 |
Income and other taxes | 1,239 | 1,330 |
Current portion of long-term obligations | 1,859 | 1,120 |
Total current liabilities | 14,424 | 12,841 |
Deferred income taxes | 682 | 680 |
Long-term obligations, net of current portion | 4,072 | 3,917 |
Commitments and contingencies | ||
Non-controlling interests | (3,733) | (3,634) |
STOCKHOLDERS’ EQUITY: | ||
Serial preferred stock; 5,000,000 shares authorized, none outstanding | ||
Common stock, $.01 par value; 75,000,000 shares authorized; 27,559,000 shares issued and 25,878,000 outstanding at March 31, 2017 and 27,305,000 shares issued and 25,624,000 outstanding at December 31, 2016 | 275 | 273 |
Additional paid-in capital | 26,868 | 26,057 |
Retained earnings | 10,670 | 12,400 |
Accumulated other comprehensive loss | (51) | (324) |
Stockholders' Equity before Treasury Stock, Total | 37,762 | 38,406 |
Less: treasury stock, 1,681,000 shares at March 31, 2017 and December 31, 2016, at cost | (4,622) | (4,622) |
Total stockholders’ equity | 33,140 | 33,784 |
Total liabilities and stockholders’ equity | $ 48,585 | $ 47,588 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 27,559,000 | 27,305,000 |
Common stock, shares outstanding | 25,878,000 | 25,624,000 |
Treasury stock, shares | 1,681,000 | 1,681,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | $ 14,953 | $ 15,698 |
Operating costs and expenses: | ||
Direct operating costs | 11,723 | 11,465 |
Selling and administrative expenses | 4,625 | 3,811 |
Interest expense (income), net | (12) | 13 |
Totals | 16,336 | 15,289 |
Income (loss) before provision for income taxes | (1,383) | 409 |
Provision for income taxes | 445 | 518 |
Net loss | (1,828) | (109) |
Loss attributable to non-controlling interests | 98 | 112 |
Net income (loss) attributable to Innodata Inc. and Subsidiaries | $ (1,730) | $ 3 |
Income (loss) per share attributable to Innodata Inc. and Subsidiaries: | ||
Basic and diluted (in dollars per share) | $ (0.07) | $ 0 |
Weighted average shares outstanding: | ||
Basic (in shares) | 25,627 | 25,445 |
Diluted (in shares) | 25,627 | 25,574 |
Comprehensive income (loss): | ||
Net loss | $ (1,828) | $ (109) |
Pension liability adjustment, net of taxes | (62) | (82) |
Change in fair value of derivatives, net of taxes | 311 | 439 |
Foreign currency translation adjustment | 24 | 356 |
Other comprehensive income | 273 | 713 |
Total comprehensive income (loss) | (1,555) | 604 |
Comprehensive loss attributed to non-controlling interest | 98 | 112 |
Comprehensive income (loss) attributable to Innodata Inc. and Subsidiaries | $ (1,457) | $ 716 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flow from operating activities: | ||
Net loss | $ (1,828) | $ (109) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 943 | 652 |
Stock-based compensation | 288 | 279 |
Deferred income taxes | (102) | (167) |
Pension cost | 82 | 64 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 502 | (3,165) |
Prepaid expenses and other current assets | 248 | 252 |
Other assets | (94) | (15) |
Accounts payable and accrued expenses | 1,272 | 3,180 |
Accrued salaries, wages and related benefits | (94) | (170) |
Income and other taxes | (102) | (72) |
Net cash provided by operating activities | 1,115 | 729 |
Cash flow from investing activities: | ||
Capital expenditures | (1,049) | (153) |
Net cash used in investing activities | (1,049) | (153) |
Cash flow from financing activities: | ||
Payment of long-term obligations | (31) | (190) |
Net cash used in financing activities | (31) | (190) |
Effect of exchange rate changes on cash and cash equivalents | (8) | 92 |
Net increase in cash and cash equivalents | 27 | 478 |
Cash and cash equivalents, beginning of period | 14,172 | 24,908 |
Cash and cash equivalents, end of period | 14,199 | 25,386 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 106 | 302 |
Vendor financed software licenses acquired | 1,213 | 0 |
Common stock issued for MediaMiser acquistion | $ 525 | $ 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2015 | $ 38,212 | $ 270 | $ 24,590 | $ 17,924 | $ (84) | $ (4,488) |
Balance (in shares) at Dec. 31, 2015 | 25,445 | |||||
Net income attributable to Innodata Inc. and subsidiaries | 3 | $ 0 | 0 | 3 | 0 | 0 |
Stock-based compensation | 279 | 0 | 279 | 0 | 0 | 0 |
Acquisition of non-controlling interest | (260) | 0 | (260) | 0 | 0 | 0 |
Pension liability adjustments, net of taxes | (82) | 0 | 0 | 0 | (82) | 0 |
Foreign currency translation adjustment, net of taxes | 356 | 0 | 0 | 0 | 356 | 0 |
Change in fair value of derivatives, net of taxes | 439 | 0 | 0 | 0 | 439 | 0 |
Balance at Mar. 31, 2016 | 38,947 | $ 270 | 24,609 | 17,927 | 629 | (4,488) |
Balance (in shares) at Mar. 31, 2016 | 25,445 | |||||
Balance at Dec. 31, 2016 | 33,784 | $ 273 | 26,057 | 12,400 | (324) | (4,622) |
Balance (in shares) at Dec. 31, 2016 | 25,624 | |||||
Net income attributable to Innodata Inc. and subsidiaries | (1,730) | $ 0 | 0 | (1,730) | 0 | 0 |
Stock-based compensation | 288 | 0 | 288 | 0 | 0 | 0 |
Issuance of common stock in connection with MediaMiser acquisition | 525 | $ 2 | 523 | 0 | 0 | 0 |
Issuance of common stock in connection with MediaMiser acquisition (in Shares) | 254 | |||||
Pension liability adjustments, net of taxes | (62) | $ 0 | 0 | 0 | (62) | 0 |
Foreign currency translation adjustment, net of taxes | 24 | 0 | 0 | 0 | 24 | 0 |
Change in fair value of derivatives, net of taxes | 311 | 0 | 0 | 0 | 311 | 0 |
Balance at Mar. 31, 2017 | $ 33,140 | $ 275 | $ 26,868 | $ 10,670 | $ (51) | $ (4,622) |
Balance (in shares) at Mar. 31, 2017 | 25,878 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Business Description and Accounting Policies [Text Block] | 1. Description of Business and Summary of Significant Accounting Policies Innodata Inc. and Subsidiaries (the “Company”) is a global digital services and solutions company. Our technology and services power leading information products and online retail destinations around the world. Our solutions help prestigious enterprises harness the power of digital data to re-imagine how they operate and drive performance. We serve publishers, media and information companies, digital retailers, banks, insurance companies, government agencies and many other industries. Founded in 1988, we comprise a team of approximately 4,400 diverse people in eight countries who are dedicated to delivering services and solutions that help the world embrace digital data as a means of enhancing our lives and transforming our businesses. The Company operates in three reporting segments: Digital Data Solutions (DDS), Innodata Advanced Data Solutions (IADS) and Media Intelligence Solutions (MIS). The Company’s DDS 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 and healthcare sectors to improve decision-support through digital technologies. IADS operates through two subsidiaries. Synodex offers a range of services for healthcare and insurance companies, and docGenix provides services to financial services institutions. As of March 31, 2017, Innodata owned 91 94 The Company’s MIS segment operates through our Agility PR Solutions and Bulldog Reporter subsidiaries. In December 2016, the Company we rebranded the MediaMiser and Agility PR Solutions products under the name Agility PR Solutions, and in March 2017 MediaMiser Ltd in Canada changed its name to Agility PR Solutions Canada Limited. Agility PR Solutions offers full and self-service solutions, consisting of Agility Enterprise, Agility and Agility Plus, that address the entire communications life cycle from identifying influencers, amplifying messages, monitoring coverage, to measuring impact. Agility PR Solutions, through its Agility Enterprise product, provides media monitoring and analysis solutions and professional services to several Fortune 500 companies and Canadian government institutions, as well as small- and medium-sized businesses. Agility Enterprise enables companies to reduce the time and effort required to extract, analyze and share valuable business intelligence from traditional and online media sources. Agility is a global media contact database and email distribution platform and Agility Plus provides additional self-service media monitoring and analytics capabilities. The solution is offered as software-as-a-service (SaaS). Bulldog Reporter is a news aggregation service for the public relations and corporate communications professionals. Bulldog Reporter publishes a well-known daily e-newsletter, the Daily Dog. Bulldog Reporter also manages a PR industry awards programthe Bulldog Awardswhich recognizes PR and communications professionals in categories including corporate social responsibility, media relations, digital and social marketing, not-for-profit activity and overall outstanding PR performance. - 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, 2017, the results of its operations and comprehensive income (loss) for the three months ended March 31, 2017 and 2016, and cash flows and stockholders’ equity for the three months ended March 31, 2017 and 2016. 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, 2016, 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, 2016 consolidated financial statements. - The consolidated financial statements include the accounts of Innodata Inc. and its wholly-owned subsidiaries, Agility Canada, 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. - 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 net assets acquired in the acquisition of Agility, valuation of derivative instruments and estimated accruals for various tax exposures. - The functional currency of our production operations located in the Philippines, India, Sri Lanka and Israel is the U.S. dollar. Transactions denominated in the Philippine pesos, Indian and Sri Lankan rupees or Israeli shekels are translated to U.S. dollars at rates which approximate those in effect on the transaction dates. The functional currency for our subsidiaries in Germany, the United Kingdom and Canada are the Euro, the Pound Sterling 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). - For the DDS segment, revenue is recognized based on the quantity delivered or resources utilized and in the period in which services are performed and delivery has occurred. 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 the 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. A portion of our IADS segment revenue is derived from licensing our software and providing access to our hosted software platform. Revenue from such services are 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. The MIS segment derives its revenues primarily from subscription arrangements and provision of enriched media analysis services. 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. Revenue from enriched media analysis services is recognized when the services are performed and delivered to the client. Revenues include reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs. - In May 2014, the FASB issued guidance on revenue from contracts with clients. 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, 2017 and early adoption is permitted starting from the first quarter of 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt the new standard when it takes effect. The Company does not anticipate that adoption of this standard will have a material impact on its condensed consolidated financial statements. In February 2016, the FASB issued guidance related to leases. This new guidance requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard requires the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. This new guidance is effective for annual periods beginning after December 15, 2018. Early application is permitted. The Company has not yet determined the potential effects of the adoption of this standard on its condensed consolidated financial statements. In March 2016, the FASB issued guidance relating to share-based compensation. This new guidance is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016. Early application is permitted. We adopted this standard and there was no material impact on its condensed consolidated financial statements. In March 2017, the FASB issued guidance on Compensation - Retirement Benefits relating to improvements in the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Under existing GAAP, an entity is required to present all components of net periodic pension cost and net periodic postretirement benefit cost aggregated as a net amount in the income statement, and this net amount may be capitalized as part of an asset where appropriate. The amendments in the guidance require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Additionally, only the service cost component is eligible for capitalization, when applicable. The amendments in the guidance will be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. Early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 2. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization (in thousands), and consist of the following: March 31, December 31, 2017 2016 Equipment $ 14,985 $ 14,558 Software 6,324 5,685 Furniture and equipment 2,122 2,119 Leasehold improvements 4,304 4,929 Total 27,735 27,291 Less: accumulated depreciation and amortization (21,837) (21,894) $ 5,898 $ 5,397 Depreciation and amortization expense of property and equipment was approximately $ 0.6 0.4 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. Acquisitions On July 14, 2016, Innodata’s MediaMiser subsidiary completed the acquisition of the Agility business from PR Newswire under an asset purchase agreement for cash consideration of $ 4.2 The Agility business consists of two products Agility, a global media contact database and email distribution platform and Agility Plus that provides additional self-service media monitoring and analytics capabilities. The acquisition helped the MIS segment to foster growth in North America and Europe by bolstering MediaMiser’s media intelligence solutions and media databases, improving its media outreach capabilities, and delivering stronger, more data-powered media intelligence to clients. With this acquisition, Agility PR Solutions can now offer self and full-service solutions that address the entire communications life cycle from identifying influencers, amplifying messages, monitoring coverage, to measuring impact. As this acquisition was effective on July 14, 2016, the results of operations of Agility are not included in the condensed consolidated financial statements for the three months ended March 31, 2016. The transaction has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. Amount Accounts receivable $ 771 Media contact database 3,610 Developed technology 994 Tradenames and trademarks 310 Total identifiable assets acquired 5,685 Accrued salaries, wages and related benefits 63 Deferred revenues 2,560 Income and other taxes 97 Total liabilities assumed 2,720 Net identifiable assets acquired 2,965 Goodwill 1,263 Net assets acquired $ 4,228 The estimated fair value of the media contacts database and tradenames and trademarks intangible assets was determined using the “relief from royalty method” under the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on the cost savings that are available through ownership of the asset by the avoidance of paying royalties to license the use of the asset from another owner. The estimated fair value of the developed technology was determined based on the cost approach, which measures the value by the cost to reconstruct or replace the platform with another of like utility. Some of the more significant assumptions inherent in the development of these asset valuations include the projected revenue associated with the asset, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, as well as other factors. The discount rate used to arrive at the present value of the media contact database and tradenames and trademarks at the acquisition date, was 13.5 The amounts assigned to the media contact database, developed technology, tradenames and trademarks are amortized over the estimated useful life of 10 The Company funded the purchase price from its available cash on hand. Transaction expenses amounted to $ 0.1 The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2016 (amounts in thousands, except per share amounts). Three Months Ended March 31, 2016 Revenues: As reported $ 15,698 Proforma $ 17,307 Net income (loss) attributable to Innodata Inc. and Subsidiaries: As reported $ 3 Proforma $ 109 Basic and diluted net income (loss) per share: As reported $ 0.00 Proforma $ 0.00 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 4. Goodwill and Intangible Assets Goodwill Balance as of January 1, 2017 $ 2,734 Foreign currency translation adjustment 13 Balance as of March 31, 2017 $ 2,747 Balance as of January 1, 2016 $ 1,476 Foreign currency translation adjustment 55 Balance as of March 31, 2016 $ 1,531 Trademarks Media Developed Customer and Contact technology relationships tradenames Patents Database Total Gross carrying amounts: Balance as of January 1, 2017 $ 3,019 $ 2,112 $ 865 $ 43 $ 3,510 $ 9,549 Foreign currency translation 20 16 (6) - 18 48 Balance as of March 31, 2017 $ 3,039 $ 2,128 $ 859 $ 43 $ 3,528 $ 9,597 Trademarks Media Developed Customer and Contact technology relationships tradenames Patents Database Total Gross carrying amounts: Balance as of January 1, 2016 $ 1,978 $ 2,036 $ 555 $ 41 $ - $ 4,610 Foreign currency translation 137 141 17 4 - 299 Balance as of March 31, 2016 $ 2,115 $ 2,177 $ 572 $ 45 $ - $ 4,909 Trademarks Media Developed Customer and Contact technology relationships tradenames Patents Database Total Accumulated amortization: Balance as of January 1, 2017 $ 545 $ 425 $ 203 $ 10 $ 175 $ 1,358 Amortization expense 77 45 30 1 90 243 Foreign currency translation 2 3 - 1 - 6 Balance as of March 31, 2017 $ 624 $ 473 $ 233 $ 12 $ 265 $ 1,607 Trademarks Media Developed Customer and Contact technology relationships tradenames Patents Database Total Accumulated amortization: Balance as of January 1, 2016 $ 280 $ 240 $ 98 $ 5 $ - $ 623 Amortization expense 49 42 22 2 - 115 Foreign currency translation 24 20 2 1 - 47 Balance as of March 31, 2016 $ 353 $ 302 $ 122 $ 8 $ - $ 785 Amortization expense relating to acquisition-related intangible assets was $ 0.2 0.1 Year Amortization 2017 $ 718 2018 958 2019 958 2020 893 2021 893 Thereafter 3,570 $ 7,990 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 5. Income Taxes The Company had unrecognized tax benefits of approximately $ 1.2 0.6 0.5 Unrecognized tax benefits Balance - January 1, 2017 $ 1,184 Interest accrual 12 Foreign currency revaluation 45 Balance - March 31, 2017 $ 1,241 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 2016. Pursuant to an income tax audit by the Indian Bureau of Taxation in 2009, the Company’s Indian subsidiaries received a tax assessment approximating $ 328,000 1.0 525,000 0.3 525,000 207,000 In 2015, the Company’s Indian subsidiary was subject to an inquiry by the Service Tax Bureau in India regarding the classification of services provided by this subsidiary, asserting that the services provided by this subsidiary fall under the category of online information and database access or retrieval services (OID Services), and not under the category of business support services (BS Services) that are exempt from service tax as historically indicated in the subsidiary’s service tax filings. In the event the Service Tax Bureau is successful in proving that the services fall under the category of OID Services the revenues earned by the Company’s Indian subsidiary would be subject to a service tax of approximately 14.5 4.2 In the first quarter of 2017, the U.S. entity deferred $ 6.2 7.0 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 $ 181,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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 financial 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 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 $0.1 million 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 on 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, 2017, 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, 2017, the net book value of the property and equipment was $ 0.4 |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7. Stock Options On June 7, 2016, stockholders of the Company approved amendments to the Innodata Inc. 2013 Stock Plan. The Innodata Inc. 2013 Stock Plan as amended and restated effective June 7, 2016 is referred to herein as the “Plan.” The number of shares of common stock of Innodata Inc. (“Stock”) that may be delivered, purchased or used for reference purposes (with respect to stock appreciation rights or stock units) for awards granted under the Plan after June 7, 2016 is 5,858,892 Weighted-Average Weighted - Remaining Aggregate Number of Average Exercise Contractual Term Intrinsic Options Price (years) Value Outstanding at January 1, 2017 5,169,169 $ 2.88 Granted - - Exercised - - Forfeited/Expired (35,824) 2.91 Outstanding at March 31, 2017 5,133,345 $ 2.88 5.55 $ - Exercisable at March 31, 2017 2,886,857 $ 3.04 4.44 $ - Vested and Expected to Vest at March 31, 2017 5,133,345 $ 2.88 5.55 $ - Three Months Ended March 31, 2017 2016 Weighted average fair value of options granted $ - $ 1.09 Risk-free interest rate - 1.38% - 1.73 % Expected life (years) - 5-6 Expected volatility factor - 49 % Expected dividends - - The total compensation cost related to non-vested stock awards not yet recognized as of March 31, 2017 totaled approximately $ 1.5 Three months ended March 31, 2017 2016 Direct operating costs $ 92 $ 90 Selling and administrative expenses 196 189 Total stock-based compensation $ 288 $ 279 |
Long term obligations
Long term obligations | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 8. Long term obligations Total long-term obligations as of March 31, 2017 and December 31, 2016 consist of the following (in thousands): March 31, December 31, 2017 2016 Vendor obligations Capital lease obligations (1) $ 306 $ 224 Deferred lease payments (2) 732 705 Microsoft licenses (3) 1,213 - Acquisition related liability (4) 977 1,492 Pension obligations Accrued pension liability 2,703 2,616 5,931 5,037 Less: Current portion of long-term obligations 1,859 1,120 Totals $ 4,072 $ 3,917 (1) Deferred lease payments represent the effect of straight-lining operating lease payments over the respective lease terms. (2) In March 2017, 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 2020. 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 2017: Prepaid expenses and other current assets $ 404 Other assets 809 $ 1,213 (3) On September 30, 2016 the Company and the other parties to the transaction in which the Company acquired MediaMiser amended the terms on which a subsidiary of the Company is required to make a supplemental purchase price payment for MediaMiser. Prior to the amendment, the amount of the supplemental purchase price payment was to be determined by the achievement of certain financial thresholds and was in no event to exceed $3.8 million (C$5 million). The amendment fixed the amount of the supplemental purchase price payment at $1.5 million (C$2 million) payable in two equal installments on March 31, 2017 and 2018 to designated recipients, except that no payments will be made to designated recipients who fail to satisfy specified conditions. The Company has the option to pay up to 70% of the supplemental amount in shares of Innodata Inc. stock. In March 2017, the Company paid 70% of the first installment by issuing 253,622 shares of Innodata Inc.’s common stock and paid 30% of the first installment in cash in April 2017. |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2017 | |
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. Foreign Currency Accumulated Other Pension Liability Fair Value of Translation Comprehensive Adjustment Derivatives Adjustment Income (Loss) Balance at January 1, 2017 $ 1,387 $ (318) $ (1,393) $ (324) Other comprehensive income before reclassifications, net of taxes - 233 24 257 Total other comprehensive income (loss) before reclassifications, net of taxes 1,387 (85) (1,369) (67) Net amount reclassified to earnings (62) 78 - 16 Balance at March 31, 2017 $ 1,325 $ (7) $ (1,369) $ (51) Foreign Currency Accumulated Other Pension Liability Fair Value of Translation Comprehensive Adjustment Derivatives Adjustment Income (Loss) Balance at January 1, 2016 $ 1,523 $ (165) $ (1,442) $ (84) Other comprehensive income before reclassifications, net of taxes - 386 356 742 Total other comprehensive income (loss) before reclassifications, net of taxes 1,523 221 (1,086) 658 Net amount reclassified to earnings (82) 53 - (29) Balance at March 31, 2016 $ 1,441 $ 274 $ (1,086) $ 629 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). |
Segment Reporting and Concentra
Segment Reporting and Concentrations | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 10. Segment Reporting and Concentrations The Company’s operations are classified into three reportable segments: Digital Data Solutions (DDS), Innodata Advanced Data Solutions (IADS) and Media Intelligence Solutions (MIS). The DDS 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. IADS 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. The Company’s MIS segment operates through its Agility PR Solutions and Bulldog Reporter subsidiaries. In December 2016, the Company rebranded the MediaMiser and Agility PR Solutions products under the name Agility PR Solutions and in March 2017 MediaMiser Ltd. in Canada changed its name to Agility PR Solutions Canada Ltd. Agility PR Solutions offers self and full-service solutions that address the entire communications life cycle from identifying influencers, amplifying messages, monitoring coverage, to measuring impact. A significant portion of the Company’s revenues is generated from its production facilities in the Philippines, India, Sri Lanka, Canada, Germany, the United Kingdom and Israel. Three Months Ended March 31, Revenues: 2017 2016 DDS $ 11,355 $ 13,644 IADS 1,002 897 MIS 2,596 1,157 Total Consolidated $ 14,953 $ 15,698 Income (loss) before provision for income taxes (1) DDS $ (75) $ 2,246 IADS (1,146) (1,369) MIS (162) (468) Total Consolidated $ (1,383) $ 409 Income (loss) before provision for income taxes (2) DDS $ (817) $ 1,542 IADS (414) (671) MIS (152) (462) Total Consolidated $ (1,383) $ 409 March 31, 2017 December 31, 2016 Total assets: DDS $ 25,596 $ 24,432 IADS 1,184 1,282 MIS 21,805 21,874 Total Consolidated $ 48,585 $ 47,588 March 31, 2017 December 31, 2016 Goodwill: DDS $ 675 $ 675 MIS 2,072 2,059 Total Consolidated $ 2,747 $ 2,734 (1) Before elimination of any inter-segment profits (2) After elimination of any inter-segment profits Three months ended March 31, 2017 2016 United States $ 6,621 $ 8,273 United Kingdom 3,285 1,981 The Netherlands 1,894 2,562 Canada 1,475 404 Other - principally Europe 1,678 2,478 $ 14,953 $ 15,698 March 31, December 31, 2017 2016 United States $ 4,668 $ 4,669 Foreign countries: Canada 5,528 5,085 United Kingdom 2,356 2,376 Philippines 1,893 1,940 India 1,442 1,520 Sri Lanka 701 683 Israel 45 47 Germany 2 2 Total foreign 11,967 11,653 $ 16,635 $ 16,322 Two clients in the DDS segment generated approximately 30 31 less than 10% 13 56 47 As of March 31, 2017, approximately 62 26 73 52 |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 11. Income (Loss) Per Share Three months ended March 31, 2017 2016 (in thousands) Net income (loss) attributable to Innodata Inc. and Subsidiaries $ (1,730) $ 3 Weighted average common shares outstanding 25,627 25,445 Dilutive effect of outstanding options - 129 Adjusted for dilutive computation 25,627 25,574 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 (loss) per share is used. Options to purchase 5.1 4.4 |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2017 | |
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 most of the Company’s revenues are denominated in U.S. dollars, a significant portion of the total revenues is denominated in Canadian dollars, Pound Sterling 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, 2017 and December 31, 2016 was $ 14.9 19.3 Balance Sheet Location Fair Value 2017 2016 Derivatives designated as hedging instruments: Foreign currency forward contracts Accrued expenses $ 7 $ 318 Three Months Ended March 31, 2017 2016 Net gain recognized in OCI (1) $ 233 $ 386 Net loss reclassified from accumulated OCI into income (2) $ (78) $ (53) 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 costs (3) There were no ineffective portions for the period presented. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and December 31, 2016, because of the relative short maturity of these instruments. “ Fair Value Measurements and Disclosures 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 tables set forth the assets and liabilities as of March 31, 2017 and December 31, 2016 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, 2017 Level 1 Level 2 Level 3 Liabilities Derivatives $ - $ 7 $ - December 31, 2016 Level 1 Level 2 Level 3 Liabilities Derivatives $ - $ 318 $ - The Level 2 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, 2017 and December 31, 2016 are included in accrued expenses in the accompanying condensed consolidated balance sheets. |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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. Our technology and services power leading information products and online retail destinations around the world. Our solutions help prestigious enterprises harness the power of digital data to re-imagine how they operate and drive performance. We serve publishers, media and information companies, digital retailers, banks, insurance companies, government agencies and many other industries. Founded in 1988, we comprise a team of approximately 4,400 diverse people in eight countries who are dedicated to delivering services and solutions that help the world embrace digital data as a means of enhancing our lives and transforming our businesses. The Company operates in three reporting segments: Digital Data Solutions (DDS), Innodata Advanced Data Solutions (IADS) and Media Intelligence Solutions (MIS). The Company’s DDS 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 and healthcare sectors to improve decision-support through digital technologies. IADS operates through two subsidiaries. Synodex offers a range of services for healthcare and insurance companies, and docGenix provides services to financial services institutions. As of March 31, 2017, Innodata owned 91 94 The Company’s MIS segment operates through our Agility PR Solutions and Bulldog Reporter subsidiaries. In December 2016, the Company we rebranded the MediaMiser and Agility PR Solutions products under the name Agility PR Solutions, and in March 2017 MediaMiser Ltd in Canada changed its name to Agility PR Solutions Canada Limited. Agility PR Solutions offers full and self-service solutions, consisting of Agility Enterprise, Agility and Agility Plus, that address the entire communications life cycle from identifying influencers, amplifying messages, monitoring coverage, to measuring impact. Agility PR Solutions, through its Agility Enterprise product, provides media monitoring and analysis solutions and professional services to several Fortune 500 companies and Canadian government institutions, as well as small- and medium-sized businesses. Agility Enterprise enables companies to reduce the time and effort required to extract, analyze and share valuable business intelligence from traditional and online media sources. Agility is a global media contact database and email distribution platform and Agility Plus provides additional self-service media monitoring and analytics capabilities. The solution is offered as software-as-a-service (SaaS). Bulldog Reporter is a news aggregation service for the public relations and corporate communications professionals. Bulldog Reporter publishes a well-known daily e-newsletter, the Daily Dog. Bulldog Reporter also manages a PR industry awards programthe Bulldog Awardswhich recognizes PR and communications professionals in categories including corporate social responsibility, media relations, digital and social marketing, not-for-profit activity and overall outstanding PR performance. |
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, 2017, the results of its operations and comprehensive income (loss) for the three months ended March 31, 2017 and 2016, and cash flows and stockholders’ equity for the three months ended March 31, 2017 and 2016. 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, 2016, 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, 2016 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, Agility Canada, 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 net assets acquired in the acquisition of Agility, 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 of our production operations located in the Philippines, India, Sri Lanka and Israel is the U.S. dollar. Transactions denominated in the Philippine pesos, Indian and Sri Lankan rupees or Israeli shekels are translated to U.S. dollars at rates which approximate those in effect on the transaction dates. The functional currency for our subsidiaries in Germany, the United Kingdom and Canada are the Euro, the Pound Sterling 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 DDS segment, revenue is recognized based on the quantity delivered or resources utilized and in the period in which services are performed and delivery has occurred. 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 the 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. A portion of our IADS segment revenue is derived from licensing our software and providing access to our hosted software platform. Revenue from such services are 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. The MIS segment derives its revenues primarily from subscription arrangements and provision of enriched media analysis services. 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. Revenue from enriched media analysis services is recognized when the services are performed and delivered to the client. 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 clients. 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, 2017 and early adoption is permitted starting from the first quarter of 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt the new standard when it takes effect. The Company does not anticipate that adoption of this standard will have a material impact on its condensed consolidated financial statements. In February 2016, the FASB issued guidance related to leases. This new guidance requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard requires the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. This new guidance is effective for annual periods beginning after December 15, 2018. Early application is permitted. The Company has not yet determined the potential effects of the adoption of this standard on its condensed consolidated financial statements. In March 2016, the FASB issued guidance relating to share-based compensation. This new guidance is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016. Early application is permitted. We adopted this standard and there was no material impact on its condensed consolidated financial statements. In March 2017, the FASB issued guidance on Compensation - Retirement Benefits relating to improvements in the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Under existing GAAP, an entity is required to present all components of net periodic pension cost and net periodic postretirement benefit cost aggregated as a net amount in the income statement, and this net amount may be capitalized as part of an asset where appropriate. The amendments in the guidance require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Additionally, only the service cost component is eligible for capitalization, when applicable. The amendments in the guidance will be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. Early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment are stated at cost less accumulated depreciation and amortization (in thousands), and consist of the following: March 31, December 31, 2017 2016 Equipment $ 14,985 $ 14,558 Software 6,324 5,685 Furniture and equipment 2,122 2,119 Leasehold improvements 4,304 4,929 Total 27,735 27,291 Less: accumulated depreciation and amortization (21,837) (21,894) $ 5,898 $ 5,397 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The Company has obtained third party valuations of certain intangible assets. The following table summarizes (in thousands) the final purchase price allocation for the acquisition: Amount Accounts receivable $ 771 Media contact database 3,610 Developed technology 994 Tradenames and trademarks 310 Total identifiable assets acquired 5,685 Accrued salaries, wages and related benefits 63 Deferred revenues 2,560 Income and other taxes 97 Total liabilities assumed 2,720 Net identifiable assets acquired 2,965 Goodwill 1,263 Net assets acquired $ 4,228 |
Business Acquisition, Pro Forma Information [Table Text Block] | The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time or that may result in the future. Three Months Ended March 31, 2016 Revenues: As reported $ 15,698 Proforma $ 17,307 Net income (loss) attributable to Innodata Inc. and Subsidiaries: As reported $ 3 Proforma $ 109 Basic and diluted net income (loss) per share: As reported $ 0.00 Proforma $ 0.00 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and 2016 were as follows (in thousands): Goodwill Balance as of January 1, 2017 $ 2,734 Foreign currency translation adjustment 13 Balance as of March 31, 2017 $ 2,747 Balance as of January 1, 2016 $ 1,476 Foreign currency translation adjustment 55 Balance as of March 31, 2016 $ 1,531 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Information regarding the Company’s acquisition-related intangible assets is as follows (in thousands): Trademarks Media Developed Customer and Contact technology relationships tradenames Patents Database Total Gross carrying amounts: Balance as of January 1, 2017 $ 3,019 $ 2,112 $ 865 $ 43 $ 3,510 $ 9,549 Foreign currency translation 20 16 (6) - 18 48 Balance as of March 31, 2017 $ 3,039 $ 2,128 $ 859 $ 43 $ 3,528 $ 9,597 Trademarks Media Developed Customer and Contact technology relationships tradenames Patents Database Total Gross carrying amounts: Balance as of January 1, 2016 $ 1,978 $ 2,036 $ 555 $ 41 $ - $ 4,610 Foreign currency translation 137 141 17 4 - 299 Balance as of March 31, 2016 $ 2,115 $ 2,177 $ 572 $ 45 $ - $ 4,909 Trademarks Media Developed Customer and Contact technology relationships tradenames Patents Database Total Accumulated amortization: Balance as of January 1, 2017 $ 545 $ 425 $ 203 $ 10 $ 175 $ 1,358 Amortization expense 77 45 30 1 90 243 Foreign currency translation 2 3 - 1 - 6 Balance as of March 31, 2017 $ 624 $ 473 $ 233 $ 12 $ 265 $ 1,607 Trademarks Media Developed Customer and Contact technology relationships tradenames Patents Database Total Accumulated amortization: Balance as of January 1, 2016 $ 280 $ 240 $ 98 $ 5 $ - $ 623 Amortization expense 49 42 22 2 - 115 Foreign currency translation 24 20 2 1 - 47 Balance as of March 31, 2016 $ 353 $ 302 $ 122 $ 8 $ - $ 785 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for intangible assets after March 31, 2017 is as follows (in thousands): Year Amortization 2017 $ 718 2018 958 2019 958 2020 893 2021 893 Thereafter 3,570 $ 7,990 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 (amounts in thousands): Unrecognized tax benefits Balance - January 1, 2017 $ 1,184 Interest accrual 12 Foreign currency revaluation 45 Balance - March 31, 2017 $ 1,241 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: Weighted-Average Weighted - Remaining Aggregate Number of Average Exercise Contractual Term Intrinsic Options Price (years) Value Outstanding at January 1, 2017 5,169,169 $ 2.88 Granted - - Exercised - - Forfeited/Expired (35,824) 2.91 Outstanding at March 31, 2017 5,133,345 $ 2.88 5.55 $ - Exercisable at March 31, 2017 2,886,857 $ 3.04 4.44 $ - Vested and Expected to Vest at March 31, 2017 5,133,345 $ 2.88 5.55 $ - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [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, 2017 2016 Weighted average fair value of options granted $ - $ 1.09 Risk-free interest rate - 1.38% - 1.73 % Expected life (years) - 5-6 Expected volatility factor - 49 % Expected dividends - - |
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, 2017 2016 Direct operating costs $ 92 $ 90 Selling and administrative expenses 196 189 Total stock-based compensation $ 288 $ 279 |
Long term obligations (Tables)
Long term obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Total long-term obligations as of March 31, 2017 and December 31, 2016 consist of the following (in thousands): March 31, December 31, 2017 2016 Vendor obligations Capital lease obligations (1) $ 306 $ 224 Deferred lease payments (2) 732 705 Microsoft licenses (3) 1,213 - Acquisition related liability (4) 977 1,492 Pension obligations Accrued pension liability 2,703 2,616 5,931 5,037 Less: Current portion of long-term obligations 1,859 1,120 Totals $ 4,072 $ 3,917 (1) Deferred lease payments represent the effect of straight-lining operating lease payments over the respective lease terms. (2) In March 2017, 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 2020. 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 2017: Prepaid expenses and other current assets $ 404 Other assets 809 $ 1,213 (3) On September 30, 2016 the Company and the other parties to the transaction in which the Company acquired MediaMiser amended the terms on which a subsidiary of the Company is required to make a supplemental purchase price payment for MediaMiser. Prior to the amendment, the amount of the supplemental purchase price payment was to be determined by the achievement of certain financial thresholds and was in no event to exceed $3.8 million (C$5 million). The amendment fixed the amount of the supplemental purchase price payment at $1.5 million (C$2 million) payable in two equal installments on March 31, 2017 and 2018 to designated recipients, except that no payments will be made to designated recipients who fail to satisfy specified conditions. The Company has the option to pay up to 70% of the supplemental amount in shares of Innodata Inc. stock. In March 2017, the Company paid 70% of the first installment by issuing 253,622 shares of Innodata Inc.’s common stock and paid 30% of the first installment in cash in April 2017. |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of accumulated other comprehensive income (loss) as of March 31, 2017, and reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2017 and 2016, were as follows (net of tax): Foreign Currency Accumulated Other Pension Liability Fair Value of Translation Comprehensive Adjustment Derivatives Adjustment Income (Loss) Balance at January 1, 2017 $ 1,387 $ (318) $ (1,393) $ (324) Other comprehensive income before reclassifications, net of taxes - 233 24 257 Total other comprehensive income (loss) before reclassifications, net of taxes 1,387 (85) (1,369) (67) Net amount reclassified to earnings (62) 78 - 16 Balance at March 31, 2017 $ 1,325 $ (7) $ (1,369) $ (51) Foreign Currency Accumulated Other Pension Liability Fair Value of Translation Comprehensive Adjustment Derivatives Adjustment Income (Loss) Balance at January 1, 2016 $ 1,523 $ (165) $ (1,442) $ (84) Other comprehensive income before reclassifications, net of taxes - 386 356 742 Total other comprehensive income (loss) before reclassifications, net of taxes 1,523 221 (1,086) 658 Net amount reclassified to earnings (82) 53 - (29) Balance at March 31, 2016 $ 1,441 $ 274 $ (1,086) $ 629 |
Segment Reporting and Concent28
Segment Reporting and Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, Revenues: 2017 2016 DDS $ 11,355 $ 13,644 IADS 1,002 897 MIS 2,596 1,157 Total Consolidated $ 14,953 $ 15,698 Income (loss) before provision for income taxes (1) DDS $ (75) $ 2,246 IADS (1,146) (1,369) MIS (162) (468) Total Consolidated $ (1,383) $ 409 Income (loss) before provision for income taxes (2) DDS $ (817) $ 1,542 IADS (414) (671) MIS (152) (462) Total Consolidated $ (1,383) $ 409 March 31, 2017 December 31, 2016 Total assets: DDS $ 25,596 $ 24,432 IADS 1,184 1,282 MIS 21,805 21,874 Total Consolidated $ 48,585 $ 47,588 March 31, 2017 December 31, 2016 Goodwill: DDS $ 675 $ 675 MIS 2,072 2,059 Total Consolidated $ 2,747 $ 2,734 (1) Before elimination of any inter-segment profits (2) After elimination of any inter-segment profits |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | The following table summarizes revenues by geographic region (determined and based upon customer’s domicile) (in thousands): Three months ended March 31, 2017 2016 United States $ 6,621 $ 8,273 United Kingdom 3,285 1,981 The Netherlands 1,894 2,562 Canada 1,475 404 Other - principally Europe 1,678 2,478 $ 14,953 $ 15,698 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Long-lived assets as of March 31, 2017 and December 31, 2016, respectively, by geographic region, are comprised of (in thousands): March 31, December 31, 2017 2016 United States $ 4,668 $ 4,669 Foreign countries: Canada 5,528 5,085 United Kingdom 2,356 2,376 Philippines 1,893 1,940 India 1,442 1,520 Sri Lanka 701 683 Israel 45 47 Germany 2 2 Total foreign 11,967 11,653 $ 16,635 $ 16,322 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended March 31, 2017 2016 (in thousands) Net income (loss) attributable to Innodata Inc. and Subsidiaries $ (1,730) $ 3 Weighted average common shares outstanding 25,627 25,445 Dilutive effect of outstanding options - 129 Adjusted for dilutive computation 25,627 25,574 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and December 31, 2016 (in thousands): Balance Sheet Location Fair Value 2017 2016 Derivatives designated as hedging instruments: Foreign currency forward contracts Accrued expenses $ 7 $ 318 |
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, 2017 and 2016, respectively, were as follows (in thousands): Three Months Ended March 31, 2017 2016 Net gain recognized in OCI (1) $ 233 $ 386 Net loss reclassified from accumulated OCI into income (2) $ (78) $ (53) 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 costs (3) There were no ineffective portions for the period presented. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 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, 2017 Level 1 Level 2 Level 3 Liabilities Derivatives $ - $ 7 $ - December 31, 2016 Level 1 Level 2 Level 3 Liabilities Derivatives $ - $ 318 $ - |
Description of Business and S32
Description of Business and Summary of Significant Accounting Policies (Details Textual) | Mar. 31, 2017 |
Synodex [Member] | |
Description of Business and Summary of Significant Accounting Policies [Line Items] | |
Noncontrolling Interest, Ownership Percentage By Parent | 91.00% |
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 ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 27,735 | $ 27,291 |
Less: accumulated depreciation and amortization | (21,837) | (21,894) |
Property, Plant and Equipment, Net | 5,898 | 5,397 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 14,985 | 14,558 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 6,324 | 5,685 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,122 | 2,119 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 4,304 | $ 4,929 |
Property and Equipment (Detai34
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $ 943 | $ 652 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $ 600 | $ 400 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Jul. 14, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,747 | $ 2,734 | $ 1,531 | $ 1,476 | |
MediaMiser [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 771 | ||||
Total identifiable assets acquired | 5,685 | ||||
Accrued salaries, wages and related benefits | 63 | ||||
Deferred revenues | 2,560 | ||||
Income and other taxes | 97 | ||||
Total liabilities assumed | 2,720 | ||||
Net identifiable assets acquired | 2,965 | ||||
Goodwill | 1,263 | ||||
Net assets acquired | 4,228 | ||||
MediaMiser [Member] | Developed Technology Rights [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 994 | ||||
MediaMiser [Member] | Trademarks and Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 310 | ||||
MediaMiser [Member] | Database Rights [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 3,610 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
As reported | $ 14,953 | $ 15,698 |
Proforma | 17,307 | |
Net income (loss) attributable to Innodata Inc. and Subsidiaries: | ||
As reported | $ (1,730) | 3 |
Proforma | $ 109 | |
Basic and diluted net income (loss) per share: | ||
As reported | $ (0.07) | $ 0 |
Proforma | $ 0 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Millions | Jul. 14, 2016 | Mar. 31, 2017 |
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 0.1 | |
Business Acquisition Percentage Of Discount Rate | 13.50% | |
Business Combination, Consideration Transferred | $ 4.2 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill [Line Items] | ||
Balance | $ 2,734 | $ 1,476 |
Foreign currency translation adjustment | 13 | 55 |
Balance | $ 2,747 | $ 1,531 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Gross carrying amounts: | ||
Balance | $ 9,549 | $ 4,610 |
Foreign currency translation | 48 | 299 |
Balance | 9,597 | 4,909 |
Accumulated amortization: | ||
Balance | 1,358 | 623 |
Amortization expense | 243 | 115 |
Foreign currency translation | 6 | 47 |
Balance | 1,607 | 785 |
Developed Technology Rights [Member] | ||
Gross carrying amounts: | ||
Balance | 3,019 | 1,978 |
Foreign currency translation | 20 | 137 |
Balance | 3,039 | 2,115 |
Accumulated amortization: | ||
Balance | 545 | 280 |
Amortization expense | 77 | 49 |
Foreign currency translation | 2 | 24 |
Balance | 624 | 353 |
Customer Relationships [Member] | ||
Gross carrying amounts: | ||
Balance | 2,112 | 2,036 |
Foreign currency translation | 16 | 141 |
Balance | 2,128 | 2,177 |
Accumulated amortization: | ||
Balance | 425 | 240 |
Amortization expense | 45 | 42 |
Foreign currency translation | 3 | 20 |
Balance | 473 | 302 |
Trademarks and TradeNames [Member] | ||
Gross carrying amounts: | ||
Balance | 865 | 555 |
Foreign currency translation | (6) | 17 |
Balance | 859 | 572 |
Accumulated amortization: | ||
Balance | 203 | 98 |
Amortization expense | 30 | 22 |
Foreign currency translation | 0 | 2 |
Balance | 233 | 122 |
Patents [Member] | ||
Gross carrying amounts: | ||
Balance | 43 | 41 |
Foreign currency translation | 0 | 4 |
Balance | 43 | 45 |
Accumulated amortization: | ||
Balance | 10 | 5 |
Amortization expense | 1 | 2 |
Foreign currency translation | 1 | 1 |
Balance | 12 | 8 |
Database Rights [Member] | ||
Gross carrying amounts: | ||
Balance | 3,510 | 0 |
Foreign currency translation | 18 | 0 |
Balance | 3,528 | 0 |
Accumulated amortization: | ||
Balance | 175 | 0 |
Amortization expense | 90 | 0 |
Foreign currency translation | 0 | 0 |
Balance | $ 265 | $ 0 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets (Details 2) $ in Thousands | Mar. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 718 |
2,018 | 958 |
2,019 | 958 |
2,020 | 893 |
2,021 | 893 |
Thereafter | 3,570 |
Finite-Lived Intangible Assets, Net | $ 7,990 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 243 | $ 115 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Income Tax Contingency [Line Items] | |
Balance - January 1, 2017 | $ 1,184 |
Interest accrual | 12 |
Foreign currency revaluation | 45 |
Balance - March 31, 2017 | $ 1,241 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||||||
Unrecognized Tax Benefits | $ 1,241,000 | $ 1,184,000 | ||||
Income Tax Examination, Penalties and Interest Accrued | 600,000 | $ 500,000 | ||||
Foreign Income Tax Expense (Benefit), Continuing Operations | $ 300,000 | |||||
Income Tax Expense (Benefit) | 445,000 | $ 518,000 | ||||
Percentage for Subsidiary Service Tax | 14.50% | |||||
Subsidiary Revenue | 4,200,000 | |||||
Indian Bureau Of Taxation [Member] | ||||||
Income Taxes [Line Items] | ||||||
Foreign Income Tax Expense (Benefit), Continuing Operations | 328,000 | $ 1,000,000 | ||||
Tax Adjustments, Settlements, and Unusual Provisions | 525,000 | |||||
Deferred Foreign Income Tax Expense (Benefit) | 207,000 | |||||
Income Tax Expense (Benefit) | 525,000 | |||||
Philippine Bureau Of Taxation [Member] | ||||||
Income Taxes [Line Items] | ||||||
Income Tax Expense (Benefit) | 181,000 | |||||
Asian Operating Subsidiaries [Member] | ||||||
Income Taxes [Line Items] | ||||||
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 7,000,000 | |||||
Deferred Income Tax Expense (Benefit) | $ 6,200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies [Line Items] | ||
Litigation Settlement, Expense | $ 100 | |
Estimated Litigation Liability | 8,000 | |
Property, Plant and Equipment, Net, Total | 5,898 | $ 5,397 |
Liens Under Foreign Tax Authority [Member] | ||
Commitments and Contingencies [Line Items] | ||
Property, Plant and Equipment, Net, Total | $ 400 |
Stock Options (Details)
Stock Options (Details) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding at January 1, 2017 (in shares) | shares | 5,169,169 |
Number of Options, Granted (in shares) | shares | 0 |
Number of Options, Exercised (in shares) | shares | 0 |
Number of Options, Forfeited/Expired (in shares) | shares | (35,824) |
Number of Options, Outstanding at March 31, 2017 (in shares) | shares | 5,133,345 |
Number of Options, Exercisable at March 31, 2017 (in shares) | shares | 2,886,857 |
Number of Options, Vested and Expected to Vest at March 31, 2017 (in shares) | shares | 5,133,345 |
Weighted - Average Exercise Price, Outstanding at January 1, 2016 (in dollars per share) | $ / shares | $ 2.88 |
Weighted - Average Exercise Price, Granted (in dollars per shares) | $ / shares | 0 |
Weighted - Average Exercise Price, Exercised (in dollars per share) | $ / shares | 0 |
Weighted - Average Exercise Price, Forfeited/Expired (in dollars per share) | $ / shares | 2.91 |
Weighted - Average Exercise Price, Outstanding at March 31, 2017 (in dollars per share) | $ / shares | 2.88 |
Weighted - Average Exercise Price, Exercisable at March 31, 2017 (in dollars per share) | $ / shares | 3.04 |
Weighted - Average Exercise Price, Vested and Expected to Vest at March 31, 2017 (in dollars per share) | $ / shares | $ 2.88 |
Weighted - Average Remaining Contractual Term, Outstanding at March 31, 2017 (in years) | 5 years 6 months 18 days |
Weighted - Average Remaining Contractual Term, Exercisable at March 31, 2017 (in years) | 4 years 5 months 8 days |
Weighted - Average Remaining Contractual Term, Vested and Expected to Vest at March 31, 2017 (in years) | 5 years 6 months 18 days |
Aggregate Intrinsic Value, Outstanding at March 31, 2017 | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable at March 31, 2017 | $ | 0 |
Aggregate Intrinsic Value, Vested and Expected to Vest at March 31, 2017 | $ | $ 0 |
Stock Options (Details 1)
Stock Options (Details 1) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value of options granted (in dollars per share) | $ 0 | $ 1,090 |
Risk-free interest rate | 0.00% | |
Expected life (years) | 0 years | |
Expected volatility factor | 0.00% | 49.00% |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.38% | |
Expected life (years) | 5 years | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.73% | |
Expected life (years) | 6 years |
Stock Options (Details 2)
Stock Options (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 288 | $ 279 |
Direct Operating Costs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 92 | 90 |
Selling and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 196 | $ 189 |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Jun. 07, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-Based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized | $ 1.5 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 26 months | |
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 | 5,858,892 |
Long term obligations (Details)
Long term obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Vendor obligations | |||
Capital lease obligations | [1] | $ 306 | $ 224 |
Deferred lease payments | [2] | 732 | 705 |
Microsoft licenses | [3] | 1,213 | 0 |
Acquisition related liability | 977 | 1,492 | |
Pension obligations | |||
Accrued pension liability | 2,703 | 2,616 | |
Long-term Debt | 5,931 | 5,037 | |
Less: Current portion of long-term obligations | 1,859 | 1,120 | |
Totals | $ 4,072 | $ 3,917 | |
[1] | Deferred lease payments represent the effect of straight-lining operating lease payments over the respective lease terms. | ||
[2] | In March 2017, 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 2020. Pursuant to this agreement, the Company is obligated to pay approximately $0.4 million annually over the term of the agreement. | ||
[3] | On September 30, 2016 the Company and the other parties to the transaction in which the Company acquired MediaMiser amended the terms on which a subsidiary of the Company is required to make a supplemental purchase price payment for MediaMiser. Prior to the amendment, the amount of the supplemental purchase price payment was to be determined by the achievement of certain financial thresholds and was in no event to exceed $3.8 million (C$5 million). The amendment fixed the amount of the supplemental purchase price payment at $1.5 million (C$2 million) payable in two equal installments on March 31, 2017 and 2018 to designated recipients, except that no payments will be made to designated recipients who fail to satisfy specified conditions. The Company has the option to pay up to 70% of the supplemental amount in shares of Innodata Inc. stock. In March 2017, the Company paid 70% of the first installment by issuing 253,622 shares of Innodata Inc.’s common stock and paid 30% of the first installment in cash in April 2017. |
Long term obligations (Details
Long term obligations (Details 1) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 1,213 |
Prepaid expenses and other current assets [Member] | |
Debt Instrument [Line Items] | |
Finite-lived Intangible Assets Acquired | 404 |
Other assets [Member] | |
Debt Instrument [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 809 |
Long term obligations (Detail51
Long term obligations (Details Textual) CAD in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2017USD ($)shares | Mar. 31, 2018USD ($) | Mar. 31, 2018CAD | Mar. 31, 2017CAD | |
Debt Instrument [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 1.5 | CAD 2 | ||
Supplemental Deferred Purchase Price Percentage | 70.00% | |||
MediaMiser [Member] | ||||
Debt Instrument [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 3.8 | CAD 5 | ||
Supplemental Deferred Purchase Price Percentage | 30.00% | |||
Stock Issued During Period, Shares, Acquisitions | shares | 253,622 | |||
MediaMiser [Member] | Scenario, Forecast [Member] | ||||
Debt Instrument [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 1.5 | CAD 2 | ||
Vendor Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
License Costs | $ | $ 0.4 |
Comprehensive Income (Loss) (De
Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pension Liability Adjustment, Other comprehensive income (loss): | ||
Pension Liability Adjustment, Balance at Beginning of the Period | $ 1,387 | $ 1,523 |
Pension Liability Adjustment, Other comprehensive income before reclassifications, net of taxes | 0 | 0 |
Pension Liability Adjustment, Total other comprehensive income (loss) before reclassifications, net of taxes | 1,387 | 1,523 |
Pension Liability Adjustment, Net amount reclassified to earnings | (62) | (82) |
Pension Liability Adjustment, Balance at End of the Period | 1,325 | 1,441 |
Fair Value of Derivatives, Other comprehensive income (loss): | ||
Fair Value of Derivatives, Balance at Beginning of the Period | (318) | (165) |
Fair Value of Derivatives, Other comprehensive income before reclassifications, net of taxes | 233 | 386 |
Fair Value of Derivatives, Total other comprehensive income (loss) before reclassifications, net of taxes | (85) | 221 |
Fair Value of Derivatives, Net amount reclassified to earnings | 78 | 53 |
Fair Value of Derivatives, Balance at End of the Period | (7) | 274 |
Foreign Currency Translation Adjustment, Other comprehensive income (loss): | ||
Foreign Currency Translation Adjustment, Balance at Beginning of the Period | (1,393) | (1,442) |
Foreign Currency Translation Adjustment, Other comprehensive income before reclassifications, net of taxes | 24 | 356 |
Foreign Currency Translation Adjustment, Total other comprehensive income (loss) before reclassifications, net of taxes | (1,369) | (1,086) |
Foreign Currency Translation Adjustment, Net amount reclassified to earnings | 0 | 0 |
Foreign Currency Translation Adjustment, Balance at End of the period | (1,369) | (1,086) |
Accumulated Other Comprehensive Income (loss), Other comprehensive income (loss): | ||
Accumulated Other Comprehensive Income (loss), Balance at Beginning of the period | (324) | (84) |
Accumulated Other Comprehensive Income (loss), Other comprehensive income before reclassifications, net of taxes | 257 | 742 |
Accumulated Other Comprehensive Income (loss), Total other comprehensive income (loss) before reclassifications, net of taxes | (67) | 658 |
Accumulated Other Comprehensive Income (loss), Net amount reclassified to earnings | 16 | (29) |
Accumulated Other Comprehensive Income (loss), Balance at End of the period | $ (51) | $ 629 |
Segment Reporting and Concent53
Segment Reporting and Concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 14,953 | $ 15,698 | |||
Income (loss) before provision for income taxes | (1,383) | 409 | |||
Assets | 48,585 | $ 47,588 | |||
Goodwill | 2,747 | 1,531 | 2,734 | $ 1,476 | |
Before Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | [1] | (1,383) | 409 | ||
After Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | [2] | (1,383) | 409 | ||
IADS [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,002 | 897 | |||
Assets | 1,184 | 1,282 | |||
IADS [Member] | Before Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | [1] | (1,146) | (1,369) | ||
IADS [Member] | After Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | [2] | (414) | (671) | ||
MIS [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | 2,596 | 1,157 | |||
Assets | 21,805 | 21,874 | |||
Goodwill | 2,072 | 2,059 | |||
MIS [Member] | Before Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | [1] | (162) | (468) | ||
MIS [Member] | After Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | [2] | (152) | (462) | ||
DDS [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 11,355 | 13,644 | |||
Assets | 25,596 | 24,432 | |||
Goodwill | 675 | $ 675 | |||
DDS [Member] | Before Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | [1] | (75) | 2,246 | ||
DDS [Member] | After Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before provision for income taxes | [2] | $ (817) | $ 1,542 | ||
[1] | Before elimination of any inter-segment profits | ||||
[2] | After elimination of any inter-segment profits |
Segment Reporting and Concent54
Segment Reporting and Concentrations (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 14,953 | $ 15,698 |
Other - principally Europe | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,678 | 2,478 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,621 | 8,273 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,285 | 1,981 |
The Netherlands | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,894 | 2,562 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,475 | $ 404 |
Segment Reporting and Concent55
Segment Reporting and Concentrations (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | $ 16,635 | $ 16,322 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 4,668 | 4,669 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 5,528 | 5,085 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 2,356 | 2,376 |
Philippines [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 1,893 | 1,940 |
India [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 1,442 | 1,520 |
Sri Lanka [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 701 | 683 |
Israel [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 45 | 47 |
Germany [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 2 | 2 |
Foreign Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | $ 11,967 | $ 11,653 |
Segment Reporting and Concent56
Segment Reporting and Concentrations (Details Textual) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Foreign Customer [Member] | Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 56.00% | 47.00% | |
Foreign Customer [Member] | Accounts Receivable [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 62.00% | 73.00% | |
Two clients [Member] | Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 30.00% | 31.00% | |
Two clients [Member] | Accounts Receivable [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 26.00% | ||
Three Clients [Member] | Accounts Receivable [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 52.00% | ||
One Other Client [Member] | Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 13.00% | ||
Concentration Risk, Customer | less than 10% |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share Basic and Diluted [Line Items] | ||
Net income (loss) attributable to Innodata Inc. and Subsidiaries | $ (1,730) | $ 3 |
Weighted average common shares outstanding | 25,627 | 25,445 |
Dilutive effect of outstanding options | 0 | 129 |
Adjusted for dilutive computation | 25,627 | 25,574 |
Income (Loss) Per Share (Deta58
Income (Loss) Per Share (Details Textual) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
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 | 5.1 | 4.4 |
Derivatives (Details)
Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued expenses [Member] | Foreign currency forward contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as hedging instruments | $ 7 | $ 318 |
Derivatives (Details 1)
Derivatives (Details 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net gain recognized in OCI | [1] | $ 233 | $ 386 |
Net loss reclassified from accumulated OCI into income | [2] | (78) | (53) |
Net gain recognized in income | [3] | $ 0 | $ 0 |
[1] | Net change in fair value of the effective portion classified into other comprehensive income ("OCI") | ||
[2] | Effective portion classified within direct operating costs | ||
[3] | There were no ineffective portions for the period presented. |
Derivatives (Details Textual)
Derivatives (Details Textual) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 14.9 | $ 19.3 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivatives | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivatives | 7 | 318 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivatives | $ 0 | $ 0 |