Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | INNODATA INC | |
Entity Central Index Key | 903,651 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | INOD | |
Entity Common Stock, Shares Outstanding | 25,877,454 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 11,890 | $ 11,407 |
Accounts receivable, net | 9,065 | 10,291 |
Prepaid expenses and other current assets | 5,209 | 3,630 |
Total current assets | 26,164 | 25,328 |
Property and equipment, net | 7,080 | 7,189 |
Other assets | 2,580 | 3,159 |
Deferred income taxes | 1,419 | 1,757 |
Intangibles, net | 6,743 | 7,606 |
Goodwill | 2,122 | 2,832 |
Total assets | 46,108 | 47,871 |
Current liabilities: | ||
Accounts payable | 1,185 | 1,258 |
Accrued expenses | 4,727 | 5,571 |
Accrued salaries, wages and related benefits | 4,771 | 5,539 |
Income and other taxes | 3,224 | 1,098 |
Current portion of long-term obligations | 1,283 | 2,133 |
Total current liabilities | 15,190 | 15,599 |
Deferred income taxes | 550 | 614 |
Long-term obligations, net of current portion | 3,608 | 4,477 |
Non-controlling interests | (3,446) | (3,938) |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Serial preferred stock; 5,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $.01 par value; 75,000,000 shares authorized; 27,559,000 shares issued and 25,877,454 outstanding at September 30, 2018 and December 31, 2017 | 275 | 275 |
Additional paid-in capital | 27,322 | 27,275 |
Retained earnings | 7,299 | 7,345 |
Accumulated other comprehensive (loss) income | (68) | 846 |
Stockholders' Equity before Treasury Stock, Total | 34,828 | 35,741 |
Less: treasury stock, 1,681,000 shares, at cost | (4,622) | (4,622) |
Total stockholders' equity | 30,206 | 31,119 |
Total liabilities and stockholders' equity | $ 46,108 | $ 47,871 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 27,559,000 |
Common stock, shares outstanding | 25,877,454 | 25,877,454 |
Treasury stock, shares | 1,681,000 | 1,681,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 14,049 | $ 15,018 | $ 42,439 | $ 45,271 |
Operating costs and expenses: | ||||
Direct operating costs | 9,237 | 11,463 | 29,060 | 34,585 |
Selling and administrative expenses | 3,640 | 4,438 | 11,223 | 13,106 |
Interest expense (income), net | 10 | 2 | 24 | (9) |
Goodwill impairment | 675 | 0 | ||
Totals | 12,887 | 15,903 | 40,982 | 47,682 |
Income (loss) before provision for income taxes | 1,162 | (885) | 1,457 | (2,411) |
Provision for income taxes | 469 | 268 | 1,502 | 807 |
Net income (loss) | 693 | (1,153) | (45) | (3,218) |
Income (loss) attributable to non-controlling interests | 5 | (85) | 1 | (254) |
Net income (loss) attributable to Innodata Inc. and Subsidiaries | $ 688 | $ (1,068) | $ (46) | $ (2,964) |
Income (loss) per share attributable to Innodata Inc. and Subsidiaries: | ||||
Basic and diluted | $ 0 | $ (0.11) | ||
Basic | $ 0.03 | $ (0.04) | ||
Diluted | $ 0.03 | $ (0.04) | ||
Weighted average shares outstanding: | ||||
Basic and diluted | 25,877 | 25,795 | ||
Basic | 25,877 | 25,877 | 25,877 | 25,795 |
Diluted | 26,093 | 25,877 | 25,877 | 25,795 |
Comprehensive income (loss): | ||||
Net income (loss) | $ 693 | $ (1,153) | $ (45) | $ (3,218) |
Pension liability adjustment, net of taxes | (57) | (60) | (174) | (183) |
Change in fair value of derivatives, net of taxes | 103 | (37) | (489) | 99 |
Foreign currency translation adjustment, net of taxes | 114 | 482 | (251) | 780 |
Other comprehensive income (loss) | 160 | 385 | (914) | 696 |
Total comprehensive income (loss) | 853 | (768) | (959) | (2,522) |
Comprehensive income (loss) attributed to non-controlling interest | 5 | (85) | 1 | (254) |
Comprehensive income (loss) attributable to Innodata Inc. and Subsidiaries | $ 848 | $ (683) | $ (960) | $ (2,268) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (45) | $ (3,218) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 2,558 | 2,771 |
Goodwill impairment | 675 | 0 |
Stock-based compensation | 539 | 662 |
Deferred income taxes | 285 | (287) |
Pension cost | (15) | 208 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,053 | 713 |
Prepaid expenses and other current assets | (1,960) | (150) |
Other assets | 656 | (110) |
Accounts payable and accrued expenses | (902) | (183) |
Accrued salaries, wages and related benefits | (757) | 363 |
Income and other taxes | 1,919 | 395 |
Net cash provided by operating activities | 4,006 | 1,164 |
Cash flows from investing activities: | ||
Capital expenditures | (1,700) | (2,887) |
Net cash used in investing activities | (1,700) | (2,887) |
Cash flows from financing activities: | ||
Proceeds from equipment financing | 0 | 951 |
Payment of long-term obligations | (1,792) | (1,030) |
Net cash used in financing activities | (1,792) | (79) |
Effect of exchange rate changes on cash and cash equivalents | (31) | 98 |
Net increase (derease) in cash and cash equivalents | 483 | (1,704) |
Cash and cash equivalents, beginning of period | 11,407 | 14,172 |
Cash and cash equivalents, end of period | 11,890 | 12,468 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 426 | 811 |
Vendor financed software licenses acquired | 0 | 1,213 |
Common stock issued for MediaMiser acquisition | 0 | 525 |
Change in non-controlling interest | $ (492) | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2018 - USD ($) shares in Thousands, $ 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, 2017 | $ 31,119 | $ 275 | $ 27,275 | $ 7,345 | $ 846 | $ (4,622) |
Balance (in shares) at Dec. 31, 2017 | 25,877 | |||||
Net loss attributable to Innodata Inc. and Subsidiaries | (46) | $ 0 | 0 | (46) | 0 | 0 |
Stock-based compensation | 539 | 0 | 539 | 0 | 0 | 0 |
Acquisition of non-controlling interest | (492) | 0 | (492) | 0 | 0 | 0 |
Pension liability adjustments, net of taxes | (174) | 0 | 0 | 0 | (174) | 0 |
Foreign currency translation adjustment, net of taxes | (251) | 0 | 0 | 0 | (251) | 0 |
Change in fair value of derivatives, net of taxes | (489) | 0 | 0 | 0 | (489) | 0 |
Balance at Sep. 30, 2018 | $ 30,206 | $ 275 | $ 27,322 | $ 7,299 | $ (68) | $ (4,622) |
Balance (in shares) at Sep. 30, 2018 | 25,877 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Business Description and Accounting Policies [Text Block] | 1. Description of Business and Summary of Significant Accounting Policies Description of Business - Innodata Inc. and Subsidiaries (“we”, the “Company”, or “Innodata”) is a global services and technology company focused on data transformation, enrichment, and management. Through Innodata’s data refinery platform and related products and services, we enable the world’s preeminent media, publishing and information services companies, as well as data-driven enterprises, to improve operational efficiency, drive growth, and bring new data-enabled products to market. Innodata Labs, the Company’s technology incubator, focuses on applied machine learning and emerging artificial intelligence. The Company, founded in 1988, consists of a team of over 3,500 diverse people in eight countries. The Company operates in three reporting segments: Digital Data Solutions (DDS) which is the Company’s core business, Agility PR Solutions (Agility), and Synodex. Agility and Synodex are venture businesses that utilize the Company’s capabilities and assets to provide digital workflow products to new markets. Prior to the first quarter of 2018, the Company referred to the Agility segment as Media Intelligence Solutions (MIS) and the Synodex segment as Innodata Advanced Data Solutions (IADS), and reported the results of the Innodata docGenix, LLC subsidiary (docGenix) within the IADS segment. Effective with the first quarter of 2018, the results for docGenix are reported within the DDS segment. 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; development of new digital information products; or operational support of existing digital information products and systems. By blending consulting, technology and global operations with deep domain expertise, we provide measurable outcomes for publishing companies, information services companies, and enterprises through digital business transformation, accelerating innovation and efficiency of operations. The Company’s Agility segment provides public relations (“PR”) tools and related managed services that enable PR and communications professionals to identify influencers, amplify messages, monitor coverage, and measure the impact of campaigns. Agility’s software-as-a-service (SaaS) tools include: Media contact database and email distribution capabilities to help PR professionals find and connect with journalists and influencers. The Agility media contact database includes detailed contact information of over 800,000 journalists, outlets, bloggers and influencers around the globe. Media monitoring to help PR professionals track what is being said about their brand, industry or competitors. Users can monitor and report on coverage across print, broadcast, online and social media sources. With Agility’s self-service monitoring tool Agility Plus, users can create topic alerts, email news briefs/clipbooks, and pre-made executive reports to help analyze PR campaign reach and effectiveness. Agility’s managed services include: Full-service media monitoring and PR analytic services. Our team of media analysts use our SaaS monitoring solution to pull coverage and hand curate daily news briefs to eliminate noise and duplicates and add context and sentiment. This enterprise-grade media monitoring solution is for clients with complex monitoring or reporting requirements. Advanced PR reporting and analysis services including custom reports, PR measurement and social media / influencer analysis. Agility also owns Bulldog Reporter, a publisher of PR-related news and insights, the Daily Dog, a well-known daily e-newsletter, and the Bulldog Awards, the only PR awards program judged exclusively by working journalists. The Bulldog Awards program recognizes overall outstanding performance among PR and communications professionals as well as accomplishments in diverse categories including corporate social responsibility, media relations, digital and social marketing, and not-for-profit activity. The Company's Synodex segment designs and develops new capabilities to enable clients in the insurance and healthcare sectors to transform medical records into useable digital data and to apply technologies to the data to augment decision support. The Company's Synodex segment operates through the Company's Innodata Synodex, LLC subsidiary. As of September 30, 2018, Innodata Inc. owned 92.5% of Innodata Synodex, LLC, an increase of 1.5% from June 30, 2018. As a result, the Company reduced the carrying value of the non-controlling interest in Innodata Synodex, LLC by approximately $492,000, which was charged against the Company's additional paid-in capital. 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 September 30, 2018, the results of its operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017, cash flows and stockholders’ equity for the nine months ended September 30, 2018. 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, 2017, included in the 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, 2017 consolidated financial statements. Principles of Consolidation Use of Estimates Foreign Currency Translation - The functional currency of the Company’s production operations located in the Philippines, India, Sri Lanka and Israel is the U.S. dollar. Transactions denominated in Philippine pesos, Indian and Sri Lankan rupees or Israeli shekels are translated to U.S. dollars at rates which approximate those in effect on the transaction dates. The functional currency for the Company’s 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 their 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 income (loss) in stockholders' equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying condensed consolidated statements of operations and comprehensive income (loss). Revenue Recognition – Revenue is recognized when control of the promised services is transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services as per the agreement with the customer. The Company generates all its revenue from agreements with customers. In case there are agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation, if any, and then evaluates how the services are transferred to the customer to determine the timing of revenue recognition. For the DDS segment, revenue is recognized primarily based on the quantity delivered or resources utilized in the period in which services are performed and performance conditions are satisfied as per the agreement. Revenues for agreements billed on a time-and-materials basis are recognized as services are performed. Revenues under fixed-fee agreements, 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 Synodex segment, revenue is recognized primarily based on the quantity delivered in the period in which services are performed and performance conditions are satisfied as per the agreement. A portion of our Synodex segment revenue is derived from licensing our functional software and providing access to our hosted software platform. Revenue from such services is recognized monthly when access to the service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; and collection is probable. The Agility segment derives its revenues primarily from subscription arrangements and provision of enriched media analysis services. It also derives revenues as a reseller of corporate communication solutions. Revenue from subscriptions is recognized monthly when access to the service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; and collection is probable. Revenue from enriched media analysis services is recognized when the services are performed, and performance conditions are satisfied. Revenues from the reseller agreements, which are not significant to the overall revenues, are recognized at gross with the Company functioning as a principal due to the Company meeting the following criteria. It acts as the primary obligor in the sales transaction, assumes the credit risk, sets the price, can select suppliers, and is involved in the execution of the services, including after sales service. Revenues include reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs. Valuation of Goodwill and Intangible Assets - The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets and liabilities. Acquired intangible assets principally consist of technology, customer relationships, backlog and trademarks. Liabilities related to intangibles principally consist of unfavorable vendor contracts. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on projected financial information of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed. Intangible liabilities are amortized into direct operating costs ratably over their expected related revenue streams over their useful lives. Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company does not amortize goodwill but evaluates it for impairment at the reporting unit level annually during the third quarter of each fiscal year (as of September 30 of that quarter) or when an event occurs, or circumstances change, that indicates the carrying value may not be recoverable. In 2018, the Company adopted ASU) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. Under the newly adopted guidance, the optional qualitative assessment, referred to as “Step 0”, and the first step of the quantitative assessment (“Step 1”) remained unchanged compared to the prior guidance. However, the requirement to complete the second step (“Step 2”), which involved determining the implied fair value of goodwill and comparing it to the carrying value of that goodwill to measure the impairment loss, was eliminated. As a result, Step 1 will be used to determine both the existence and amount of goodwill impairment. An impairment loss will be recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit. The Company periodically analyzes whether any indicators of impairment have occurred. As part of these periodic analyses, the Company compares its estimated fair value, as determined based on its stock price, to its net book value. Due to a continuing decline in its stock price and other indicators of impairment that arose during the second quarter of 2018, the Company deemed it appropriate to assess goodwill impairment as of June 30, 2018, rather than the historical testing date of September 30. Based on its assessment the Company concluded that the goodwill of the DDS segment, amounting to $675,000, is fully impaired. Refer to Note 3, “Goodwill and Intangible Assets”. The Company conducted its annual goodwill impairment test for the Agility segment as of September 30, 2018. The estimated fair value of the reporting unit exceeded its carrying value, including goodwill, and the Company concluded that there is no impairment of the goodwill of the Agility segment. Recent Accounting Pronouncements - 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 is in the process of evaluating the effect the guidance will have on its existing accounting policies and consolidated financial statements but expects there will be an increase in assets and liabilities on the consolidated balance sheets at adoption due to the recording of right-of-use assets and corresponding lease liabilities, which may be significant. In August 2017, the FASB amended the requirements of the Derivatives and Hedging Topic of the Accounting Standards Codification to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. The amendments will be effective for the Company for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
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: September 30, December 31, 2018 2017 Equipment $ 13,478 $ 13,574 Software 8,605 7,291 Furniture and equipment 2,257 2,276 Leasehold improvements 5,331 5,342 Total 29,671 28,483 Less: accumulated depreciation and amortization (22,591 ) (21,294 ) $ 7,080 $ 7,189 Depreciation and amortization expense of property and equipment was approximately $0.5 million and $0.6 million for the three months ended September 30, 2018 and 2017, respectively. Depreciation and amortization expense of property and equipment was approximately $1.7 million and $1.9 million for the nine months ended September 30, 2018 and 2017, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 3. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the nine months ended September 30, 2018 and 2017 were as follows (in thousands): Goodwill Balance as of January 1, 2018 $ 2,832 Foreign currency translation adjustment (35 ) Goodwill impairment (675 ) Balance as of September 30, 2018 $ 2,122 Balance as of January 1, 2017 $ 2,734 Foreign currency translation adjustment 105 Balance as of September 30, 2017 $ 2,839 The Company recorded a full goodwill impairment of $675,000 for its DDS segment as of June 30, 2018. The Company periodically analyzes whether any indicators of impairment have occurred. As part of these periodic analyses, the Company compares its estimated fair value, as determined based on its stock price, to its net book value. The continued decline in the Company’s stock price was viewed by the Company as a triggering event under ASU 2017-04 which required an assessment for possible goodwill impairment as of June 30, 2018. Under the provisions of ASU 2017-04, which the Company opted to early adopt, goodwill impairment is recognized based on Step 1 of the current guidance, which calculates the carrying value in excess of the reporting unit’s fair value. The Company performed this assessment as of June 30, 2018 and determined that the fair value of the Agility segment exceeded its carrying value, but the fair value of the DDS segment was below its carrying value. As a result, the Company recorded a full goodwill impairment of $675,000 for the DDS segment reporting unit as of June 30, 2018. The Company performed its annual goodwill assessment for the Agility segment as of September 30, 2018 and reached the conclusion that there is no goodwill impairment because the Agility segment’s fair value exceeded its carrying value. The fair value measurement of goodwill was classified within Level 3 of the fair value hierarchy because the income approach was used, which utilizes significant inputs that are unobservable in the market. The Company believes it made reasonable estimates and assumptions to calculate the fair value of the reporting unit as of the impairment test measurement date. Information regarding the Company’s acquisition-related intangible assets is as follows (in thousands): Developed technology Customer relationships Trademarks and trade names Patents Media Contact Database Total Gross carrying amounts: Balance as of January 1, 2018 $ 3,204 $ 2,264 $ 884 $ 46 $ 3,647 $ 10,045 Foreign currency translation (63 ) (53 ) (9 ) (1 ) (42 ) (168 ) Balance as of September 30, 2018 $ 3,141 $ 2,211 $ 875 $ 45 $ 3,605 $ 9,877 Developed technology Customer relationships Trademarks and trade names Patents Media Contact Database Total Gross carrying amounts: Balance as of January 1, 2017 $ 3,019 $ 2,112 $ 865 $ 43 $ 3,510 $ 9,549 Foreign currency translation 204 170 22 3 137 536 Balance as of September 30, 2017 $ 3,223 $ 2,282 $ 887 $ 46 $ 3,647 $ 10,085 Developed technology Customer relationships Trademarks and trade names Patents Media Contact Database Total Accumulated amortization: Balance as of January 1, 2018 $ 902 $ 645 $ 330 $ 15 $ 547 $ 2,439 Amortization expense 238 139 91 3 274 745 Foreign currency translation (22 ) (16 ) (3 ) 1 (10 ) (50 ) Balance as of September 30, 2018 $ 1,118 $ 768 $ 418 $ 19 $ 811 $ 3,134 Developed technology Customer relationships Trademarks and trade names Patents Media Contact Database Total Accumulated amortization: Balance as of January 1, 2017 $ 545 $ 425 $ 203 $ 10 $ 175 $ 1,358 Amortization expense 233 135 90 3 271 732 Foreign currency translation 50 42 7 2 10 111 Balance as of September 30, 2017 $ 828 $ 602 $ 300 $ 15 $ 456 $ 2,201 Amortization expense relating to acquisition-related intangible assets was $0.2 million for each of the three months ended September 30, 2018 and 2017. Amortization expense relating to acquisition-related intangible assets was $0.7 million for each of the nine months ended September 30, 2018 and 2017. Estimated amortization expense for intangible assets after September 30, 2018 is as follows (in thousands): Year Amortization 2018 $ 246 2019 984 2020 919 2021 919 2022 920 Thereafter 2,755 $ 6,743 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 4. Income Taxes In December 2017, the President signed the U.S. Tax Cuts and Jobs Act (2017 Tax Act) which includes a broad range of provisions, many of which significantly differ from those contained in previous U.S. tax law. The 2017 Tax Act contains several key provisions including, among other things: A one-time tax on the mandatory deemed repatriation of post-1986 untaxed foreign earnings and profits (“E&P”), referred to as the “toll charge”; A reduction in the maximum Corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017; and An introduction of a new U.S. tax on certain off-shore earnings referred to as Global Intangible Low-Taxed Income (GILTI) at an effective tax rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset by applicable foreign tax credits. Pursuant to the 2017 Tax Act, in the fourth quarter of 2017 the Company incurred an approximately $9.1 million toll charge on the Company’s post-1986 untaxed foreign E&P which was offset against the Company’s net loss carryforwards. In addition, the Company remeasured its deferred tax assets and adjusted its deferred tax valuation allowance to reflect the new U.S. Federal tax rate of 21%. The Company will not have any liability for taxes with respect to repatriated foreign earnings under IRS Reg 956 until its cumulative exposure for unrepatriated foreign earnings reaches a threshold of $25.8 million. Nevertheless, the Company currently intends to reinvest the foreign earnings in its foreign subsidiaries and not repatriate them to the U.S. until needed because of the foreign jurisdiction withholding taxes that the Company would incur on repatriation. As of September 30, 2018, the Company performed a calculation of the GILTI provisions and concluded that it has no impact on account of the net losses of the Company’s foreign subsidiaries. The Company had unrecognized tax benefits of approximately $0.8 million as of September 30, 2018 and $0.9 million December 31, 2017, respectively. The portion of unrecognized tax benefits relating to interest and penalties was approximately $0.4 million at September 30, 2018 and December 31, 2017. The unrecognized tax benefits as of September 30, 2018 and December 31, 2017, if recognized, would have an impact on the Company’s effective tax rate. Our deferred tax assets are primarily on account of continuing losses incurred by our U.S. entity and Canadian subsidiaries and temporary differences arising from accrued expenses and book versus tax depreciation methods in our Asian subsidiaries. In assessing its realization, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realizable. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are available. As of September 30, 2018, the Company continues to maintain a valuation allowance on all U.S. and Canadian deferred tax assets. The following presents a roll-forward of the Company’s unrecognized tax benefits and associated interest for the nine months ended September 30, 2018 (in thousands): Unrecognized tax benefits Balance - January 1, 2018 $ 911 Interest accrual - Foreign currency revaluation (77 ) Balance - September 30, 2018 $ 834 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 2017. In October 2010, the Company’s Indian subsidiary received an assessment from the Indian Income Tax Department for the fiscal year ended March 31, 2006. Management disagrees with the basis of this tax assessment, has filed an appeal against the assessment and is contesting it. Management believes that its recorded tax liability of $317,000 for this matter, which includes interest, is adequate. In January 2012, the Company’s Indian subsidiary received an assessment from the Indian Income Tax Department for the fiscal year ended March 31, 2008. Management disagrees with the basis of this tax assessment and successfully appealed the assessment. The income tax assessing officer has filed an appeal against the decision entered in favor of the subsidiary. Management is contesting the appeal filed by the assessing officer. Management believes that its recorded tax liability of $332,000 for this matter, which includes interest, is adequate. Management believes that the Company’s recorded tax liabilities are adequate in the aggregate for its income tax exposures. In September 2015, the Company’s Indian subsidiary was subject to an inquiry by the Service Tax Department 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. The Company disagrees with the Service Tax Department’s position and is vigorously contesting these assertions. In the event the Service Tax Department is successful in proving that the services fall under the category of OID Services, the revenues earned by the Company’s Indian subsidiary for the period July 2012 through November 2016 would be subject to a service tax of between 12.36% and 15%. The revenue of our Indian subsidiary during this period was approximately $65.0 million. In accordance with new rules promulgated by the Service Tax Department, as of December 1, 2016, service tax is no longer applicable to OID or BS Services. In October 2016, the Company’s Indian subsidiary received notices of appeal from the Indian Service Tax Department in India seeking to reverse service tax refunds of approximately $160,000 previously granted to our Indian subsidiary for three quarters in 2014, asserting that the services provided by this subsidiary fall under the category of OID Services and not BS Services. The appeal was determined in favor of the Service Tax Department. The Indian subsidiary disagrees with the basis of this decision and is contesting it vigorously. The Company expects delays in its Indian subsidiary receiving further service tax refunds until this matter is adjudicated with finality, and currently has service tax credits of approximately $1.0 million recorded as a receivable. From time-to-time the Company is subject to various other tax proceedings and claims for its Philippines subsidiaries. The Company has recorded a tax provision amounting to $184,000, which includes interest, for several ongoing tax proceedings in the Philippines. Although the ultimate outcome cannot be determined at this time, the Company continues to contest these claims vigorously. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 5. Commitments and Contingencies Litigation – In 2008, a judgment was rendered in the Philippines against a Philippines subsidiary of the Company that is no longer active and purportedly also against Innodata Inc., in favor of certain former employees of the Philippines subsidiary. The payment amount as recalculated in November 2017 by the Philippines Department of Labor and Employment National Labor Relations Commission aggregates approximately $6.2 million, plus legal interest that accrued at 12% per annum from August 13, 2008 to June 30, 2013, and thereafter accrued and continues to accrue at 6% per annum. The payment amount as expressed in U.S. dollars varies with the Philippine peso to U.S. dollar exchange rate. In December 2017, a group of 97 of the former employees indicated that they proposed to record the judgment as to them in New Jersey. In January 2018, in response to an action initiated by Innodata Inc., the United States District Court for the District of New Jersey (the “USDC”) entered a preliminary injunction that enjoins these former employees from pursuing or seeking recognition or enforcement of the judgment against Innodata Inc. in the United States during the pendency of the action and until further order of the In June 2018, the USDC entered a consent order administratively closing the action subject to return of the action to the active docket upon the written request of Innodata Inc. or the former employees, with the USDC retaining jurisdiction over the matter and the preliminary injunction remaining in full force and effect. The Company is also subject to various other 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 consolidated 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 referenced 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 $350,000 in the aggregate beyond recorded amounts are reasonably possible. If circumstances change, the Company may be required to record adjustments that could be material to its reported consolidated financial condition and results of operations. Foreign Currency - To the extent that the currencies of the Company’s production facilities located in the Philippines, India, Sri Lanka and Israel fluctuate, the Company is subject to risks of changing costs of production after pricing is established for certain client projects. In addition, the Company is exposed to the risk of foreign currency fluctuation on the non-U.S. dollar denominated revenues, and on the monetary assets and liabilities held by its foreign subsidiaries that are denominated in local currency. Indemnifications - The Company is obligated under certain circumstances to indemnify directors, certain officers and employees against costs and liabilities incurred in actions or threatened actions brought against such individuals because such individuals acted in the capacity of director and/or officer or fiduciary of the Company. In addition, the Company has contracts with certain clients pursuant to which 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 September 30, 2018, the Company has not recorded a liability for any obligations arising as a result of these indemnifications. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 6. 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. 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 (the “Share Reserve”). Shares subject to an option or stock appreciation right granted under the Plan after June 7, 2016 shall count against the Share Reserve as one share for every share granted, and shares subject to any other type of award granted under the Plan after June 7, 2016 shall count against the Share Reserve as two shares for every share granted. Any award, or portion of an award, under the Plan or under the 2009 Stock Plan (as amended and restated (the “Prior Plan”)) that expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any shares without delivery of shares or other consideration shall be added back to the Share Reserve as one share for each such share that was subject to an option or stock appreciation right granted under the Plan or the Prior Plan, and two shares for each such share that was subject to an award other than an option or stock appreciation right granted under the Plan or the Prior Plan. If any shares are withheld, tendered or exchanged by a participant in the Plan as full or partial payment to Innodata Inc. of the exercise price under an option under the Plan or the Prior Plan or in satisfaction of a participant’s tax withholding obligations with respect to any award under the Plan or the Prior Plan, there shall be added back to the Share Reserve one share for each such share that was withheld, tendered or exchanged in respect of an option or stock appreciation right granted under the Plan or the Prior Plan, and two shares for each such share that was withheld, tendered or exchanged in respect of an award other than an option or stock appreciation right granted under the Plan or the Prior Plan. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 4,241,799 $ 2.82 Granted 1,997,500 1.09 Exercised - - Forfeited/Expired (775,413 ) 2.66 Outstanding at September 30, 2018 5,463,886 $ 2.21 5.80 $ 751,100 Exercisable at September 30, 2018 3,427,231 $ 2.75 4.99 $ 108,320 Vested and Expected to Vest at September 30, 2018 5,463,886 $ 2.21 5.80 $ 751,100 The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average fair value of the options granted and weighted average assumptions are as follows: Nine Months Ended September 30, 2018 2017 Weighted average fair value of options granted $ 0.54 $ 0.72 Risk-free interest rate 2.77 % 1.91 % Expected life (years) 5-6 6 Expected volatility factor 49 % 49.62 % Expected dividends - - The compensation cost related to non-vested stock awards not yet recognized as of September 30, 2018 totaled approximately $1.3 million. The weighted average period over which these costs will be recognized is 22 months. The stock-based compensation expense related to the Company’s various stock awards was allocated as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Direct operating costs $ 62 $ 55 $ 171 $ 204 Selling and administrative expenses 206 130 368 458 Total stock-based compensation $ 268 $ 185 $ 539 $ 662 |
Long-term Obligations
Long-term Obligations | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. Long-term Obligations Total long-term obligations as of September 30, 2018 and December 31, 2017 consist of the following (in thousands): September 30, December 31, 2018 2017 Capital lease obligations $ 530 $ 829 Deferred lease payments (1) 593 731 Microsoft licenses (2) 344 751 Acquisition related liability (3) - 800 Lease incentive liability (4) 605 664 Pension obligations - accrued pension liability 2,819 2,835 4,891 6,610 Less: Current portion of long-term obligations 1,283 2,133 Totals $ 3,608 $ 4,477 (1) (2) Prepaid expenses and other current assets $ 404 Other assets 809 $ 1,213 (3) (4) |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | 8. Comprehensive Income (Loss) Accumulated other comprehensive income (loss), as reflected in the condensed consolidated balance sheets, consists of pension liability adjustments, net of taxes, foreign currency translation adjustments, net of taxes and changes in fair value of derivatives, net of taxes. The components of accumulated other comprehensive income (loss) as of September 30, 2018, and reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017, were as follows (net of tax) (in thousands): Pension Liability Adjustment Fair Value of Derivatives Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at July 1, 2018 $ 1,074 $ (250 ) $ (1,052 ) $ (228 ) Other comprehensive income (loss) before reclassifications, net of taxes - (50 ) 114 64 Total other comprehensive income (loss) before reclassifications, net of taxes 1,074 (300 ) (938 ) (164 ) Net amount reclassified to earnings (57 ) 153 - 96 Balance at September 30, 2018 $ 1,017 $ (147 ) $ (938 ) $ (68 ) Pension Liability Adjustment Fair Value of Derivatives Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at July 1, 2017 $ 1,264 $ (182 ) $ (1,095 ) $ (13 ) Other comprehensive income (loss) before reclassifications, net of taxes - (119 ) 482 363 Total other comprehensive income (loss) before reclassifications, net of taxes 1,264 (301 ) (613 ) 350 Net amount reclassified to earnings (60 ) 82 - 22 Balance at September 30, 2017 $ 1,204 $ (219 ) $ (613 ) $ 372 Pension Liability Adjustment Fair Value of Derivatives Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2018 $ 1,191 $ 342 $ (687 ) $ 846 Other comprehensive loss before reclassifications, net of taxes - (734 ) (251 ) (985 ) Total other comprehensive income (loss) before reclassifications, net of taxes 1,191 (392 ) (938 ) (139 ) Net amount reclassified to earnings (174 ) 245 - 71 Balance at September 30, 2018 $ 1,017 $ (147 ) $ (938 ) $ (68 ) Pension Liability Adjustment Fair Value of Derivatives Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2017 $ 1,387 $ (318 ) $ (1,393 ) $ (324 ) Other comprehensive income before reclassifications, net of taxes - 42 780 822 Total other comprehensive income (loss) before reclassifications, net of taxes 1,387 (276 ) (613 ) 498 Net amount reclassified to earnings (183 ) 57 - (126 ) Balance at September 30, 2017 $ 1,204 $ (219 ) $ (613 ) $ 372 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 loss. |
Segment Reporting and Concentra
Segment Reporting and Concentrations | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 9. Segment Reporting and Concentrations The Company’s operations are classified in three reporting segments: Digital Data Solutions (DDS), Agility PR Solutions (Agility), and Synodex. Prior to the first quarter of 2018 the Company referred to the Agility segment as Media Intelligence Solutions (MIS) and the Synodex segment as Innodata Advanced Data Solutions (IADS), and reported the results of the Innodata docGenix, LLC subsidiary (docGenix) within the IADS segment. Effective with the first quarter of 2018, the results for docGenix are reported within the DDS segment. 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; development of new digital information products; or operational support of existing digital information products and systems. By blending consulting, technology and global operations with deep domain expertise, we provide measurable outcomes for publishing companies, information services companies, and enterprises through digital business transformation, accelerating innovation and efficiency of operations. The Synodex segment designs and develops new capabilities to enable clients in the insurance and healthcare sectors to transform medical records into useable digital data and to apply technologies to the data to augment decision support. The Agility segment provides PR tools and related managed services that enable PR and communications professionals to identify influencers, amplify messages, monitor coverage, and measure the impact of campaigns. Agility also owns Bulldog Reporter, a publisher of PR-related news and insights, the Daily Dog, a well-known daily e-newsletter, and the Bulldog Awards, the only PR awards program judged exclusively by working journalists. 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. Revenues from external clients and segment operating profit (loss), and other reportable segment information are as follows (in thousands): The results below for the three and nine months ended September 30, 2017 are presented on a reclassified basis as if for the first nine months of 2017 docGenix had been included in the DDS segment and the Synodex segment had solely included the results of Synodex. docGenix revenue was $126,000 and $224,000 for the three months ended September 30, 2018 and 2017, respectively. docGenix revenue was $423,000 and $843,000 for the nine months ended September 30, 2018 and 2017, respectively. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues: DDS $ 10,756 $ 11,841 $ 32,059 $ 35,614 Synodex 1,013 969 3,008 2,564 Agility 2,280 2,208 7,372 7,093 Total Consolidated $ 14,049 $ 15,018 $ 42,439 $ 45,271 Income (loss) before provision for income taxes (1) DDS $ 1,731 $ 887 $ 2,843 $ 1,870 Synodex 91 (826 ) 144 (2,618 ) Agility (660 ) (946 ) (1,530 ) (1,663 ) Total Consolidated $ 1,162 $ (885 ) $ 1,457 $ (2,411 ) Income (loss) before provision for income taxes (2) DDS $ 1,673 $ 310 $ 2,663 $ 193 Synodex 132 (270 ) 266 (989 ) Agility (643 ) (925 ) (1,472 ) (1,615 ) Total Consolidated $ 1,162 $ (885 ) $ 1,457 $ (2,411 ) September 30, 2018 December 31, 2017 Total assets: DDS $ 23,430 $ 26,173 Synodex 495 678 Agility 22,183 21,020 Total Consolidated $ 46,108 $ 47,871 September 30, 2018 December 31, 2017 Goodwill: DDS $ - $ 675 Agility 2,122 2,157 Total Consolidated $ 2,122 $ 2,832 (1) Before elimination of inter-segment profits (2) After elimination of inter-segment profits The following table summarizes revenues by geographic region (determined and based upon customer’s domicile) (in thousands): Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 United States $ 6,481 $ 7,637 $ 18,452 $ 22,630 United Kingdom 2,403 2,320 8,387 7,767 The Netherlands 1,896 1,704 5,485 5,187 Canada 1,459 1,367 4,397 4,212 Other - principally Europe 1,810 1,990 5,718 5,475 $ 14,049 $ 15,018 $ 42,439 $ 45,271 Long-lived assets as of September 30, 2018 and December 31, 2017, respectively, by geographic region, are comprised of the following (in thousands): September 30, 2018 December 31, 2017 United States $ 4,385 $ 5,321 Foreign countries: Canada 7,228 6,888 United Kingdom 2,177 2,388 Philippines 1,043 1,446 India 740 1,042 Sri Lanka 331 504 Israel 39 36 Germany 2 2 Total foreign 11,560 12,306 $ 15,945 $ 17,627 Two clients in the DDS segment generated approximately 29% of the Company’s total revenues for the three months ended September 30, 2018 and 30% of the Company’s total revenues for the three months ended September 30, 2017. No other client accounted for 10% or more of total revenues during these periods. Further, revenues from non-U.S. clients accounted for 54% and 49% of . Two clients in the DDS segment generated approximately 30% of the Company’s total revenues for the nine months ended September 30, 2018 and 29% of the Company’s total revenues for the nine months ended September 30, 2017. No other client accounted for 10% or more of total revenues during these periods. Further, revenues from non-U.S. clients accounted f or 57% and 50% As of September 30, 2018, approximately 56% of the Company's accounts receivable was from foreign (principally European) clients and 43% of the Company’s accounts receivable was due from three clients. As of December 31, 2017, approximately 61% of the Company's accounts receivable was from foreign (principally European) clients and 51% of the Company’s accounts receivable was due from three clients. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 10. Income (Loss) Per Share Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (in thousands) (in thousands) Net income (loss) attributable to Innodata Inc. and Subsidiaries $ 688 $ (1,068 ) $ (46 ) $ (2,964 ) Weighted average common shares outstanding 25,877 25,877 25,877 25,795 Dilutive effect of outstanding options 216 - - - Adjusted for dilutive effects 26,093 25,877 25,877 25,795 Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. 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 3.5 million shares and 5.1 million shares of common stock for the three months ended September 30, 2018 and 2017, respectively, were outstanding but not included in the computation of diluted income (loss) per share because the exercise price of the options was greater than the average market price of the common shares and therefore the effect would have been Options to purchase 4.3 million shares and 5.1 million shares of common stock for the nine months ended September 30, 2018 and 2017, respectively, were outstanding but not included in the computation of diluted net income (loss) per share because the exercise price of the options was greater than the average market price of the common shares and therefore the effect would have been anti-dilutive. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 11. 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 enters into foreign currency forward contracts, authorized under Company policies, with counterparties that are highly rated financial institutions. The Company utilizes non-deliverable forward contracts expiring within 12 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 September 30, 2018 and December 31, 2017 was $2.6 million and $15.9 million, respectively, which is comprised of cash flow hedges denominated in U.S. dollars. The following table presents the fair value of derivative instruments included within the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 (in thousands): Balance Sheet Location Fair Value 2018 2017 Derivatives designated as hedging instruments: Foreign currency forward contracts Prepaid expenses and other current assets $ - $ 342 Foreign currency forward contracts Accrued expenses $ 147 $ - The effects of foreign currency forward contracts designated as cash flow hedges on the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2017, respectively, were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Net gain (loss) recognized in OCI (1) $ (50 ) $ (119 ) $ (734 ) $ 42 Net loss reclassified from accumulated OCI into income (2) $ (153 ) $ (82 ) $ (245 ) $ (57 ) Net gain recognized in income (3) $ - $ - $ - $ - (1) Net change in fair value of the effective portion classified into other comprehensive income (loss) ("OCI"). (2) Effective portion classified within direct operating costs. (3) There were no ineffective portions for the periods presented. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments Disclosure [Text Block] | 12. Financial Instruments The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of September 30, 2018 and December 31, 2017, because of the relative short maturity of these instruments. “ Fair Value Measurements and Disclosures ” defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value into three levels. The three levels are defined as follows: Level 1 : Unadjusted quoted price in active market for identical assets and liabilities. Level 2: Observable inputs other than those included in Level 1. Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The following tables set forth the liabilities as of September 30, 2018 and December 31, 2017 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, 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 (in thousands). September 30, 2018 Level 1 Level 2 Level 3 Liabilities Derivatives $ - $ 147 $ - December 31, 2017 Level 1 Level 2 Level 3 Assets Derivatives $ - $ 342 $ - The Level 2 assets and liabilities contain foreign currency forward contracts. Fair value is determined based on the observable market transactions of spot and forward rates. The fair value of these contracts as of September 30, 2018 is included in accrued expenses in the accompanying condensed consolidated balance sheets. The fair value of these contracts as of December 31, 2017 is included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Business Combinations Policy [Policy Text Block] | Description of Business - Innodata Inc. and Subsidiaries (“we”, the “Company”, or “Innodata”) is a global services and technology company focused on data transformation, enrichment, and management. Through Innodata’s data refinery platform and related products and services, we enable the world’s preeminent media, publishing and information services companies, as well as data-driven enterprises, to improve operational efficiency, drive growth, and bring new data-enabled products to market. Innodata Labs, the Company’s technology incubator, focuses on applied machine learning and emerging artificial intelligence. The Company, founded in 1988, consists of a team of over 3,500 diverse people in eight countries. The Company operates in three reporting segments: Digital Data Solutions (DDS) which is the Company’s core business, Agility PR Solutions (Agility), and Synodex. Agility and Synodex are venture businesses that utilize the Company’s capabilities and assets to provide digital workflow products to new markets. Prior to the first quarter of 2018, the Company referred to the Agility segment as Media Intelligence Solutions (MIS) and the Synodex segment as Innodata Advanced Data Solutions (IADS), and reported the results of the Innodata docGenix, LLC subsidiary (docGenix) within the IADS segment. Effective with the first quarter of 2018, the results for docGenix are reported within the DDS segment. 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; development of new digital information products; or operational support of existing digital information products and systems. By blending consulting, technology and global operations with deep domain expertise, we provide measurable outcomes for publishing companies, information services companies, and enterprises through digital business transformation, accelerating innovation and efficiency of operations. The Company’s Agility segment provides public relations (“PR”) tools and related managed services that enable PR and communications professionals to identify influencers, amplify messages, monitor coverage, and measure the impact of campaigns. Agility’s software-as-a-service (SaaS) tools include: Media contact database and email distribution capabilities to help PR professionals find and connect with journalists and influencers. The Agility media contact database includes detailed contact information of over 800,000 journalists, outlets, bloggers and influencers around the globe. Media monitoring to help PR professionals track what is being said about their brand, industry or competitors. Users can monitor and report on coverage across print, broadcast, online and social media sources. With Agility’s self-service monitoring tool Agility Plus, users can create topic alerts, email news briefs/clipbooks, and pre-made executive reports to help analyze PR campaign reach and effectiveness. Agility’s managed services include: Full-service media monitoring and PR analytic services. Our team of media analysts use our SaaS monitoring solution to pull coverage and hand curate daily news briefs to eliminate noise and duplicates and add context and sentiment. This enterprise-grade media monitoring solution is for clients with complex monitoring or reporting requirements. Advanced PR reporting and analysis services including custom reports, PR measurement and social media / influencer analysis. Agility also owns Bulldog Reporter, a publisher of PR-related news and insights, the Daily Dog, a well-known daily e-newsletter, and the Bulldog Awards, the only PR awards program judged exclusively by working journalists. The Bulldog Awards program recognizes overall outstanding performance among PR and communications professionals as well as accomplishments in diverse categories including corporate social responsibility, media relations, digital and social marketing, and not-for-profit activity. The Company's Synodex segment designs and develops new capabilities to enable clients in the insurance and healthcare sectors to transform medical records into useable digital data and to apply technologies to the data to augment decision support. The Company's Synodex segment operates through the Company's Innodata Synodex, LLC subsidiary. As of September 30, 2018, Innodata Inc. owned 92.5% of Innodata Synodex, LLC, an increase of 1.5% from June 30, 2018. As a result, the Company reduced the carrying value of the non-controlling interest in Innodata Synodex, LLC by approximately $492,000, which was charged against the Company's additional paid-in capital. |
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 September 30, 2018, the results of its operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017, cash flows and stockholders’ equity for the nine months ended September 30, 2018. 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, 2017, included in the 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, 2017 consolidated financial statements. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation - The functional currency of the Company’s production operations located in the Philippines, India, Sri Lanka and Israel is the U.S. dollar. Transactions denominated in Philippine pesos, Indian and Sri Lankan rupees or Israeli shekels are translated to U.S. dollars at rates which approximate those in effect on the transaction dates. The functional currency for the Company’s 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 their 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 income (loss) in stockholders' equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying condensed consolidated statements of operations and comprehensive income (loss). |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition – Revenue is recognized when control of the promised services is transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services as per the agreement with the customer. The Company generates all its revenue from agreements with customers. In case there are agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation, if any, and then evaluates how the services are transferred to the customer to determine the timing of revenue recognition. For the DDS segment, revenue is recognized primarily based on the quantity delivered or resources utilized in the period in which services are performed and performance conditions are satisfied as per the agreement. Revenues for agreements billed on a time-and-materials basis are recognized as services are performed. Revenues under fixed-fee agreements, 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 Synodex segment, revenue is recognized primarily based on the quantity delivered in the period in which services are performed and performance conditions are satisfied as per the agreement. A portion of our Synodex segment revenue is derived from licensing our functional software and providing access to our hosted software platform. Revenue from such services is recognized monthly when access to the service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; and collection is probable. The Agility segment derives its revenues primarily from subscription arrangements and provision of enriched media analysis services. It also derives revenues as a reseller of corporate communication solutions. Revenue from subscriptions is recognized monthly when access to the service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; and collection is probable. Revenue from enriched media analysis services is recognized when the services are performed, and performance conditions are satisfied. Revenues from the reseller agreements, which are not significant to the overall revenues, are recognized at gross with the Company functioning as a principal due to the Company meeting the following criteria. It acts as the primary obligor in the sales transaction, assumes the credit risk, sets the price, can select suppliers, and is involved in the execution of the services, including after sales service. Revenues include reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs. Valuation of Goodwill and Intangible Assets - The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets and liabilities. Acquired intangible assets principally consist of technology, customer relationships, backlog and trademarks. Liabilities related to intangibles principally consist of unfavorable vendor contracts. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on projected financial information of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed. Intangible liabilities are amortized into direct operating costs ratably over their expected related revenue streams over their useful lives. Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company does not amortize goodwill but evaluates it for impairment at the reporting unit level annually during the third quarter of each fiscal year (as of September 30 of that quarter) or when an event occurs, or circumstances change, that indicates the carrying value may not be recoverable. In 2018, the Company adopted ASU) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. Under the newly adopted guidance, the optional qualitative assessment, referred to as “Step 0”, and the first step of the quantitative assessment (“Step 1”) remained unchanged compared to the prior guidance. However, the requirement to complete the second step (“Step 2”), which involved determining the implied fair value of goodwill and comparing it to the carrying value of that goodwill to measure the impairment loss, was eliminated. As a result, Step 1 will be used to determine both the existence and amount of goodwill impairment. An impairment loss will be recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit. The Company periodically analyzes whether any indicators of impairment have occurred. As part of these periodic analyses, the Company compares its estimated fair value, as determined based on its stock price, to its net book value. Due to a continuing decline in its stock price and other indicators of impairment that arose during the second quarter of 2018, the Company deemed it appropriate to assess goodwill impairment as of June 30, 2018, rather than the historical testing date of September 30. Based on its assessment the Company concluded that the goodwill of the DDS segment, amounting to $675,000, is fully impaired. Refer to Note 3, “Goodwill and Intangible Assets”. The Company conducted its annual goodwill impairment test for the Agility segment as of September 30, 2018. The estimated fair value of the reporting unit exceeded its carrying value, including goodwill, and the Company concluded that there is no impairment of the goodwill of the Agility segment. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements - 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 is in the process of evaluating the effect the guidance will have on its existing accounting policies and consolidated financial statements but expects there will be an increase in assets and liabilities on the consolidated balance sheets at adoption due to the recording of right-of-use assets and corresponding lease liabilities, which may be significant. In August 2017, the FASB amended the requirements of the Derivatives and Hedging Topic of the Accounting Standards Codification to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. The amendments will be effective for the Company for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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: September 30, December 31, 2018 2017 Equipment $ 13,478 $ 13,574 Software 8,605 7,291 Furniture and equipment 2,257 2,276 Leasehold improvements 5,331 5,342 Total 29,671 28,483 Less: accumulated depreciation and amortization (22,591 ) (21,294 ) $ 7,080 $ 7,189 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The changes in the carrying amount of goodwill for the nine months ended September 30, 2018 and 2017 were as follows (in thousands): Goodwill Balance as of January 1, 2018 $ 2,832 Foreign currency translation adjustment (35 ) Goodwill impairment (675 ) Balance as of September 30, 2018 $ 2,122 Balance as of January 1, 2017 $ 2,734 Foreign currency translation adjustment 105 Balance as of September 30, 2017 $ 2,839 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Information regarding the Company’s acquisition-related intangible assets is as follows (in thousands): Developed technology Customer relationships Trademarks and trade names Patents Media Contact Database Total Gross carrying amounts: Balance as of January 1, 2018 $ 3,204 $ 2,264 $ 884 $ 46 $ 3,647 $ 10,045 Foreign currency translation (63 ) (53 ) (9 ) (1 ) (42 ) (168 ) Balance as of September 30, 2018 $ 3,141 $ 2,211 $ 875 $ 45 $ 3,605 $ 9,877 Developed technology Customer relationships Trademarks and trade names Patents Media Contact Database Total Gross carrying amounts: Balance as of January 1, 2017 $ 3,019 $ 2,112 $ 865 $ 43 $ 3,510 $ 9,549 Foreign currency translation 204 170 22 3 137 536 Balance as of September 30, 2017 $ 3,223 $ 2,282 $ 887 $ 46 $ 3,647 $ 10,085 Developed technology Customer relationships Trademarks and trade names Patents Media Contact Database Total Accumulated amortization: Balance as of January 1, 2018 $ 902 $ 645 $ 330 $ 15 $ 547 $ 2,439 Amortization expense 238 139 91 3 274 745 Foreign currency translation (22 ) (16 ) (3 ) 1 (10 ) (50 ) Balance as of September 30, 2018 $ 1,118 $ 768 $ 418 $ 19 $ 811 $ 3,134 Developed technology Customer relationships Trademarks and trade names Patents Media Contact Database Total Accumulated amortization: Balance as of January 1, 2017 $ 545 $ 425 $ 203 $ 10 $ 175 $ 1,358 Amortization expense 233 135 90 3 271 732 Foreign currency translation 50 42 7 2 10 111 Balance as of September 30, 2017 $ 828 $ 602 $ 300 $ 15 $ 456 $ 2,201 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for intangible assets after September 30, 2018 is as follows (in thousands): Year Amortization 2018 $ 246 2019 984 2020 919 2021 919 2022 920 Thereafter 2,755 $ 6,743 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 nine months ended September 30, 2018 (in thousands): Unrecognized tax benefits Balance - January 1, 2018 $ 911 Interest accrual - Foreign currency revaluation (77 ) Balance - September 30, 2018 $ 834 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 4,241,799 $ 2.82 Granted 1,997,500 1.09 Exercised - - Forfeited/Expired (775,413 ) 2.66 Outstanding at September 30, 2018 5,463,886 $ 2.21 5.80 $ 751,100 Exercisable at September 30, 2018 3,427,231 $ 2.75 4.99 $ 108,320 Vested and Expected to Vest at September 30, 2018 5,463,886 $ 2.21 5.80 $ 751,100 |
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 value of the options granted and weighted average assumptions are as follows: Nine Months Ended September 30, 2018 2017 Weighted average fair value of options granted $ 0.54 $ 0.72 Risk-free interest rate 2.77 % 1.91 % Expected life (years) 5-6 6 Expected volatility factor 49 % 49.62 % 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 September 30, Nine months ended September 30, 2018 2017 2018 2017 Direct operating costs $ 62 $ 55 $ 171 $ 204 Selling and administrative expenses 206 130 368 458 Total stock-based compensation $ 268 $ 185 $ 539 $ 662 |
Long-term Obligations (Tables)
Long-term Obligations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Total long-term obligations as of September 30, 2018 and December 31, 2017 consist of the following (in thousands): September 30, December 31, 2018 2017 Capital lease obligations $ 530 $ 829 Deferred lease payments (1) 593 731 Microsoft licenses (2) 344 751 Acquisition related liability (3) - 800 Lease incentive liability (4) 605 664 Pension obligations - accrued pension liability 2,819 2,835 4,891 6,610 Less: Current portion of long-term obligations 1,283 2,133 Totals $ 3,608 $ 4,477 (1) (2) Prepaid expenses and other current assets $ 404 Other assets 809 $ 1,213 (3) (4) |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of accumulated other comprehensive income (loss) as of September 30, 2018, and reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017, were as follows (net of tax) (in thousands): Pension Liability Adjustment Fair Value of Derivatives Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at July 1, 2018 $ 1,074 $ (250 ) $ (1,052 ) $ (228 ) Other comprehensive income (loss) before reclassifications, net of taxes - (50 ) 114 64 Total other comprehensive income (loss) before reclassifications, net of taxes 1,074 (300 ) (938 ) (164 ) Net amount reclassified to earnings (57 ) 153 - 96 Balance at September 30, 2018 $ 1,017 $ (147 ) $ (938 ) $ (68 ) Pension Liability Adjustment Fair Value of Derivatives Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at July 1, 2017 $ 1,264 $ (182 ) $ (1,095 ) $ (13 ) Other comprehensive income (loss) before reclassifications, net of taxes - (119 ) 482 363 Total other comprehensive income (loss) before reclassifications, net of taxes 1,264 (301 ) (613 ) 350 Net amount reclassified to earnings (60 ) 82 - 22 Balance at September 30, 2017 $ 1,204 $ (219 ) $ (613 ) $ 372 Pension Liability Adjustment Fair Value of Derivatives Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2018 $ 1,191 $ 342 $ (687 ) $ 846 Other comprehensive loss before reclassifications, net of taxes - (734 ) (251 ) (985 ) Total other comprehensive income (loss) before reclassifications, net of taxes 1,191 (392 ) (938 ) (139 ) Net amount reclassified to earnings (174 ) 245 - 71 Balance at September 30, 2018 $ 1,017 $ (147 ) $ (938 ) $ (68 ) Pension Liability Adjustment Fair Value of Derivatives Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2017 $ 1,387 $ (318 ) $ (1,393 ) $ (324 ) Other comprehensive income before reclassifications, net of taxes - 42 780 822 Total other comprehensive income (loss) before reclassifications, net of taxes 1,387 (276 ) (613 ) 498 Net amount reclassified to earnings (183 ) 57 - (126 ) Balance at September 30, 2017 $ 1,204 $ (219 ) $ (613 ) $ 372 |
Segment Reporting and Concent_2
Segment Reporting and Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues: DDS $ 10,756 $ 11,841 $ 32,059 $ 35,614 Synodex 1,013 969 3,008 2,564 Agility 2,280 2,208 7,372 7,093 Total Consolidated $ 14,049 $ 15,018 $ 42,439 $ 45,271 Income (loss) before provision for income taxes (1) DDS $ 1,731 $ 887 $ 2,843 $ 1,870 Synodex 91 (826 ) 144 (2,618 ) Agility (660 ) (946 ) (1,530 ) (1,663 ) Total Consolidated $ 1,162 $ (885 ) $ 1,457 $ (2,411 ) Income (loss) before provision for income taxes (2) DDS $ 1,673 $ 310 $ 2,663 $ 193 Synodex 132 (270 ) 266 (989 ) Agility (643 ) (925 ) (1,472 ) (1,615 ) Total Consolidated $ 1,162 $ (885 ) $ 1,457 $ (2,411 ) September 30, 2018 December 31, 2017 Total assets: DDS $ 23,430 $ 26,173 Synodex 495 678 Agility 22,183 21,020 Total Consolidated $ 46,108 $ 47,871 September 30, 2018 December 31, 2017 Goodwill: DDS $ - $ 675 Agility 2,122 2,157 Total Consolidated $ 2,122 $ 2,832 (1) Before elimination of inter-segment profits (2) After elimination of 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 Nine months ended September 30, September 30, 2018 2017 2018 2017 United States $ 6,481 $ 7,637 $ 18,452 $ 22,630 United Kingdom 2,403 2,320 8,387 7,767 The Netherlands 1,896 1,704 5,485 5,187 Canada 1,459 1,367 4,397 4,212 Other - principally Europe 1,810 1,990 5,718 5,475 $ 14,049 $ 15,018 $ 42,439 $ 45,271 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Long-lived assets as of September 30, 2018 and December 31, 2017, respectively, by geographic region, are comprised of the following (in thousands): September 30, 2018 December 31, 2017 United States $ 4,385 $ 5,321 Foreign countries: Canada 7,228 6,888 United Kingdom 2,177 2,388 Philippines 1,043 1,446 India 740 1,042 Sri Lanka 331 504 Israel 39 36 Germany 2 2 Total foreign 11,560 12,306 $ 15,945 $ 17,627 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (in thousands) (in thousands) Net income (loss) attributable to Innodata Inc. and Subsidiaries $ 688 $ (1,068 ) $ (46 ) $ (2,964 ) Weighted average common shares outstanding 25,877 25,877 25,877 25,795 Dilutive effect of outstanding options 216 - - - Adjusted for dilutive effects 26,093 25,877 25,877 25,795 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 (in thousands): Balance Sheet Location Fair Value 2018 2017 Derivatives designated as hedging instruments: Foreign currency forward contracts Prepaid expenses and other current assets $ - $ 342 Foreign currency forward contracts Accrued expenses $ 147 $ - |
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 loss for the three and nine months ended September 30, 2018 and 2017, respectively, were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Net gain (loss) recognized in OCI (1) $ (50 ) $ (119 ) $ (734 ) $ 42 Net loss reclassified from accumulated OCI into income (2) $ (153 ) $ (82 ) $ (245 ) $ (57 ) Net gain recognized in income (3) $ - $ - $ - $ - (1) Net change in fair value of the effective portion classified into other comprehensive income (loss) ("OCI"). (2) Effective portion classified within direct operating costs. (3) There were no ineffective portions for the periods presented. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables set forth the liabilities as of September 30, 2018 and December 31, 2017 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, 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 (in thousands). September 30, 2018 Level 1 Level 2 Level 3 Liabilities Derivatives $ - $ 147 $ - December 31, 2017 Level 1 Level 2 Level 3 Assets Derivatives $ - $ 342 $ - |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Description of Business and Summary of Significant Accounting Policies [Line Items] | ||
Goodwill, Impairment Loss | $ 675 | $ 0 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $ 492 | |
Doc Genix [Member] | ||
Description of Business and Summary of Significant Accounting Policies [Line Items] | ||
Noncontrolling Interest, Ownership Percentage By Parent | 94.00% | |
Synodex [Member] | ||
Description of Business and Summary of Significant Accounting Policies [Line Items] | ||
Noncontrolling Interest Increase in Ownership Percentage by Parent | 1.50% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 29,671 | $ 28,483 |
Less: accumulated depreciation and amortization | (22,591) | (21,294) |
Property, Plant and Equipment, Net | 7,080 | 7,189 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 13,478 | 13,574 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 8,605 | 7,291 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,257 | 2,276 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 5,331 | $ 5,342 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 2,558 | $ 2,771 | ||
Property, Plant and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 500 | $ 600 | $ 1,700 | $ 1,900 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill [Line Items] | ||
Balance | $ 2,832 | $ 2,734 |
Foreign currency translation adjustment | (35) | 105 |
Goodwill impairment | (675) | 0 |
Balance | $ 2,122 | $ 2,839 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Gross carrying amounts: | ||||
Balance | $ 10,045 | $ 9,549 | ||
Foreign currency translation | (168) | 536 | ||
Balance | $ 9,877 | $ 10,085 | 9,877 | 10,085 |
Accumulated amortization: | ||||
Balance | 2,439 | 1,358 | ||
Amortization expense | 200 | 200 | 745 | 732 |
Foreign currency translation | (50) | 111 | ||
Balance | 3,134 | 2,201 | 3,134 | 2,201 |
Developed Technology Rights [Member] | ||||
Gross carrying amounts: | ||||
Balance | 3,204 | 3,019 | ||
Foreign currency translation | (63) | 204 | ||
Balance | 3,141 | 3,223 | 3,141 | 3,223 |
Accumulated amortization: | ||||
Balance | 902 | 545 | ||
Amortization expense | 238 | 233 | ||
Foreign currency translation | (22) | 50 | ||
Balance | 1,118 | 828 | 1,118 | 828 |
Customer Relationships [Member] | ||||
Gross carrying amounts: | ||||
Balance | 2,264 | 2,112 | ||
Foreign currency translation | (53) | 170 | ||
Balance | 2,211 | 2,282 | 2,211 | 2,282 |
Accumulated amortization: | ||||
Balance | 645 | 425 | ||
Amortization expense | 139 | 135 | ||
Foreign currency translation | (16) | 42 | ||
Balance | 768 | 602 | 768 | 602 |
Trademarks and trade names [Member] | ||||
Gross carrying amounts: | ||||
Balance | 884 | 865 | ||
Foreign currency translation | (9) | 22 | ||
Balance | 875 | 887 | 875 | 887 |
Accumulated amortization: | ||||
Balance | 330 | 203 | ||
Amortization expense | 91 | 90 | ||
Foreign currency translation | (3) | 7 | ||
Balance | 418 | 300 | 418 | 300 |
Patents [Member] | ||||
Gross carrying amounts: | ||||
Balance | 46 | 43 | ||
Foreign currency translation | (1) | 3 | ||
Balance | 45 | 46 | 45 | 46 |
Accumulated amortization: | ||||
Balance | 15 | 10 | ||
Amortization expense | 3 | 3 | ||
Foreign currency translation | 1 | 2 | ||
Balance | 19 | 15 | 19 | 15 |
Media Contact Database [Member] | ||||
Gross carrying amounts: | ||||
Balance | 3,647 | 3,510 | ||
Foreign currency translation | (42) | 137 | ||
Balance | 3,605 | 3,647 | 3,605 | 3,647 |
Accumulated amortization: | ||||
Balance | 547 | 175 | ||
Amortization expense | 274 | 271 | ||
Foreign currency translation | (10) | 10 | ||
Balance | $ 811 | $ 456 | $ 811 | $ 456 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details 2) $ in Thousands | Sep. 30, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 246 |
2,019 | 984 |
2,020 | 919 |
2,021 | 919 |
2,022 | 920 |
Thereafter | 2,755 |
Finite-Lived Intangible Assets, Net | $ 6,743 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 200 | $ 200 | $ 745 | $ 732 |
Goodwill, Impairment Loss | $ 675 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Income Tax Contingency [Line Items] | |
Balance - January 1, 2018 | $ 911 |
Interest accrual | 0 |
Foreign currency revaluation | (77) |
Balance - March 31, 2018 | $ 834 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2016 | Sep. 30, 2015 | Jan. 31, 2012 | Oct. 31, 2010 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2025 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||||||||||
Unrecognized Tax Benefits | $ 834,000 | $ 834,000 | $ 911,000 | ||||||||
Income Tax Examination, Penalties and Interest Accrued | 400,000 | 400,000 | $ 400,000 | ||||||||
Tax Adjustments, Settlements, and Unusual Provisions | $ 332,000 | $ 317,000 | |||||||||
Income Tax Expense (Benefit) | $ 469,000 | $ 268,000 | $ 1,502,000 | $ 807,000 | |||||||
Subsidiary Revenue | $ 65,000,000 | ||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||||||||
Reversal of Service Tax Refund | $ 160,000 | ||||||||||
Service Tax Credit Receivable | $ 1,000,000 | ||||||||||
Maximum cumulative exposure for unrepatriated foreign earnings | $ 25,800,000 | ||||||||||
IncomeTaxReconciliationRepatriationOfForeignEarnings | $ 9,100,000 | ||||||||||
Global Intangible Low-Taxed Income [Member] | |||||||||||
Income Taxes [Line Items] | |||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 10.50% | ||||||||||
Scenario, Plan [Member] | |||||||||||
Income Taxes [Line Items] | |||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||||||||
Scenario, Plan [Member] | Global Intangible Low-Taxed Income [Member] | |||||||||||
Income Taxes [Line Items] | |||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 13.125% | ||||||||||
Maximum [Member] | |||||||||||
Income Taxes [Line Items] | |||||||||||
Percentage for Subsidiary Service Tax | 15.00% | ||||||||||
Minimum [Member] | |||||||||||
Income Taxes [Line Items] | |||||||||||
Percentage for Subsidiary Service Tax | 12.36% | ||||||||||
Philippine Bureau Of Taxation [Member] | |||||||||||
Income Taxes [Line Items] | |||||||||||
Income Tax Expense (Benefit) | $ 184,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Commitments and Contingencies [Line Items] | |
Estimated Litigation Liability | $ 6,200,000 |
Litigation Settlement, Expense | $ 350,000 |
Interest Rate Description Litigation | plus legal interest that accrued at 12% per annum from August 13, 2008 to June 30, 2013, and thereafter accrued and continues to accrue at 6% per annum |
Stock Options (Details)
Stock Options (Details) - Employee Stock Option [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding at January 1, 2018 (in shares) | shares | 4,241,799 |
Number of Options, Granted (in shares) | shares | 1,997,500 |
Number of Options, Exercised (in shares) | shares | 0 |
Number of Options, Forfeited/Expired (in shares) | shares | (775,413) |
Number of Options, Outstanding at September 30, 2018 (in shares) | shares | 5,463,886 |
Number of Options Exercisable at September 30, 2018 (in shares) | shares | 3,427,231 |
Number of Options, Vested and Expected to Vest at September 30, 2018 (in shares) | shares | 5,463,886 |
Weighted Average Exercise Price Outstanding at January 1, 2018 (in dollars per shares) | $ / shares | $ 2.82 |
Weighted Average Exercise Price Granted (in dollars per shares) | $ / shares | 1.09 |
Weighted Average Exercise Price Exercised (in dollars per shares) | $ / shares | 0 |
Weighted Average Exercise Price Forfeited/Expired (in dollars per shares) | $ / shares | 2.66 |
Weighted Average Exercise Price Outstanding at September 30, 2018 (in dollars per shares) | $ / shares | 2.21 |
Weighted Average Exercise Price Exercisable at September 30, 2018 (in dollars per shares) | $ / shares | 2.75 |
Weighted Average Exercise Price Vested and Expected to Vest at September 30, 2018 (in dollars per shares) | $ / shares | $ 2.21 |
Weighted Average Remaining Contractual Term Outstanding at September 30, 2018 (in years) | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Term Exercisable at September 30, 2018 (in years) | 4 years 11 months 26 days |
Weighted Average Remaining Contractual Term Vested and Expected to Vest at September 30, 2018 (in years) | 5 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding at September 30, 2018 | $ | $ 751,100 |
Aggregate Intrinsic Value, Exercisable at September 30, 2018 | $ | 108,320 |
Aggregate Intrinsic Value, Vested and Expected to Vest at September 30, 2018 | $ | $ 751,100 |
Stock Options (Details 1)
Stock Options (Details 1) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value of options granted (in dollars per share) | $ 0.54 | $ 0.72 |
Risk-free interest rate | 2.77% | 1.91% |
Expected life (years) | 6 years | |
Expected volatility factor | 49.00% | 49.62% |
Expected dividends | 0.00% | 0.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years |
Stock Options (Details 2)
Stock Options (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 268 | $ 185 | $ 539 | $ 662 |
Direct Operating Costs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 62 | 55 | 171 | 204 |
Selling and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 206 | $ 130 | $ 368 | $ 458 |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) $ in Millions | Sep. 30, 2018 | 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 | $ 1.3 | |
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 | Sep. 30, 2018 | Dec. 31, 2017 | |
Vendor obligations | |||
Capital lease obligations | $ 530 | $ 829 | |
Deferred lease payments | [1] | 593 | 731 |
Microsoft licenses | [2] | 344 | 751 |
Acquisition related liability | [3] | 0 | 800 |
Lease incentive liability | [4] | 605 | 664 |
Pension obligations | |||
Pension obligations - accrued pension liability | 2,819 | 2,835 | |
Long-term Debt | 4,891 | 6,610 | |
Less: Current portion of long-term obligations | 1,283 | 2,133 | |
Totals | $ 3,608 | $ 4,477 | |
[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: | ||
[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 had 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. The Company paid the entire second installment in cash in April 2018. | ||
[4] | In the second quarter of 2017, the Company relocated its U.S. and Canadian headquarters to new premises. As a financial incentive for the Company to lease office space in each of the new locations, the respective lessor for each of the locations offered to partially defray the construction cost for the new office space by offering tenant improvement allowances, subject to the refund to be made by the Company of any unamortized portion of the allowance under specified circumstances as set forth in each lease. These amounts will be amortized based on the contractual lease term and recognized as a reduction in rent expense for the periods covered. |
Long-term Obligations (Details
Long-term Obligations (Details 1) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
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 (Detail_2
Long-term Obligations (Details Textual) $ in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | |||
Mar. 31, 2017USD ($)shares | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2018CAD ($) | Mar. 31, 2017CAD ($) | |
Debt Instrument [Line Items] | |||||
Supplemental Deferred Purchase Price Percentage | 70.00% | ||||
Stock Issued During Period, Shares, Acquisitions | shares | 253,622 | ||||
MediaMiser [Member] | |||||
Debt Instrument [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | $ 3.8 | $ 1.5 | $ 2 | $ 5 | |
Supplemental Deferred Purchase Price Percentage | 30.00% | ||||
Vendor Agreement [Member] | License [Member] | |||||
Debt Instrument [Line Items] | |||||
Cost of Goods and Services Sold | $ | $ 0.4 |
Comprehensive Income (Loss) (De
Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Pension Liability Adjustment, Other comprehensive income (loss): | ||||
Pension Liability Adjustment, Balance at Beginning of the Period | $ 1,074 | $ 1,264 | $ 1,191 | $ 1,387 |
Pension Liability Adjustment, Other comprehensive income (loss) before reclassifications, net of taxes | 0 | 0 | 0 | 0 |
Pension Liability Adjustment, Total other comprehensive income (loss) before reclassifications, net of taxes | 1,074 | 1,264 | 1,191 | 1,387 |
Pension Liability Adjustment, Net amount reclassified to earnings | (57) | (60) | (174) | (183) |
Pension Liability Adjustment, Balance at End of the Period | 1,017 | 1,204 | 1,017 | 1,204 |
Fair Value of Derivatives, Other comprehensive income (loss): | ||||
Fair Value of Derivatives, Balance at Beginning of the Period | (250) | (182) | 342 | (318) |
Fair Value of Derivatives, Other comprehensive income (loss) before reclassifications, net of taxes | (50) | (119) | (734) | 42 |
Fair Value of Derivatives, Total other comprehensive income (loss) before reclassifications, net of taxes | (300) | (301) | (392) | (276) |
Fair Value of Derivatives, Net amount reclassified to earnings | 153 | 82 | 245 | 57 |
Fair Value of Derivatives, Balance at End of the Period | (147) | (219) | (147) | (219) |
Foreign Currency Translation Adjustment, Other comprehensive income (loss): | ||||
Foreign Currency Translation Adjustment, Balance at Beginning of the Period | (1,052) | (1,095) | (687) | (1,393) |
Foreign Currency Translation Adjustment, Other comprehensive income (loss) before reclassifications, net of taxes | 114 | 482 | (251) | 780 |
Foreign Currency Translation Adjustment, Total other comprehensive income (loss) before reclassifications, net of taxes | (938) | (613) | (938) | (613) |
Foreign Currency Translation Adjustment, Net amount reclassified to earnings | 0 | 0 | 0 | 0 |
Foreign Currency Translation Adjustment, Balance at End of the period | (938) | (613) | (938) | (613) |
Accumulated Other Comprehensive Income (Loss), Other comprehensive income (loss): | ||||
Accumulated Other Comprehensive Income (Loss), Balance at Beginning of the period | (228) | (13) | 846 | (324) |
Accumulated Other Comprehensive Income (Loss), Other comprehensive income (loss) before reclassifications, net of taxes | 64 | 363 | (985) | 822 |
Accumulated Other Comprehensive Income (Loss), Total other comprehensive income (loss) before reclassifications, net of taxes | (164) | 350 | (139) | 498 |
Accumulated Other Comprehensive Income (Loss), Net amount reclassified to earnings | 96 | 22 | 71 | (126) |
Accumulated Other Comprehensive Income (Loss), Balance at End of the period | $ (68) | $ 372 | $ (68) | $ 372 |
Segment Reporting and Concent_3
Segment Reporting and Concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 14,049 | $ 15,018 | $ 42,439 | $ 45,271 | |||
Income (loss) before provision for income taxes | 1,162 | (885) | 1,457 | (2,411) | |||
Total assets | 46,108 | 46,108 | $ 47,871 | ||||
Goodwill | 2,122 | 2,839 | 2,122 | 2,839 | 2,832 | $ 2,734 | |
Before Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income (loss) before provision for income taxes | [1] | 1,162 | (885) | 1,457 | (2,411) | ||
After Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income (loss) before provision for income taxes | [2] | 1,162 | (885) | 1,457 | (2,411) | ||
DDS [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 10,756 | 11,841 | 32,059 | 35,614 | |||
Total assets | 23,430 | 23,430 | 26,173 | ||||
Goodwill | 0 | 0 | 675 | ||||
DDS [Member] | Before Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income (loss) before provision for income taxes | [1] | 1,731 | 887 | 2,843 | 1,870 | ||
DDS [Member] | After Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income (loss) before provision for income taxes | [2] | 1,673 | 310 | 2,663 | 193 | ||
Synodex [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 1,013 | 969 | 3,008 | 2,564 | |||
Total assets | 495 | 495 | 678 | ||||
Synodex [Member] | Before Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income (loss) before provision for income taxes | [1] | 91 | (826) | 144 | (2,618) | ||
Synodex [Member] | After Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income (loss) before provision for income taxes | [2] | 132 | (270) | 266 | (989) | ||
Agility [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 2,280 | 2,208 | 7,372 | 7,093 | |||
Total assets | 22,183 | 22,183 | 21,020 | ||||
Goodwill | 2,122 | 2,122 | $ 2,157 | ||||
Agility [Member] | Before Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income (loss) before provision for income taxes | [1] | (660) | (946) | (1,530) | (1,663) | ||
Agility [Member] | After Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income (loss) before provision for income taxes | [2] | $ (643) | $ (925) | $ (1,472) | $ (1,615) | ||
[1] | Before elimination of inter-segment profits | ||||||
[2] | After elimination of inter-segment profits |
Segment Reporting and Concent_4
Segment Reporting and Concentrations (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 14,049 | $ 15,018 | $ 42,439 | $ 45,271 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 6,481 | 7,637 | 18,452 | 22,630 |
United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,403 | 2,320 | 8,387 | 7,767 |
The Netherlands | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,896 | 1,704 | 5,485 | 5,187 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,459 | 1,367 | 4,397 | 4,212 |
Other - principally Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,810 | $ 1,990 | $ 5,718 | $ 5,475 |
Segment Reporting and Concent_5
Segment Reporting and Concentrations (Details 2) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | $ 15,945 | $ 17,627 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 4,385 | 5,321 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 7,228 | 6,888 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 2,177 | 2,388 |
Philippines [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 1,043 | 1,446 |
India [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 740 | 1,042 |
Sri Lanka [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 331 | 504 |
Israel [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long - lived assets | 39 | 36 |
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 | $ 11,560 | $ 12,306 |
Segment Reporting and Concent_6
Segment Reporting and Concentrations (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 14,049,000 | $ 15,018,000 | $ 42,439,000 | $ 45,271,000 | |
Doc Genix [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 126,000 | $ 224,000 | $ 423,000 | $ 843,000 | |
Foreign Customer [Member] | Sales Revenue, Net [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration Risk, Percentage | 54.00% | 49.00% | 57.00% | 50.00% | |
Foreign Customer [Member] | Accounts Receivable [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration Risk, Percentage | 56.00% | 61.00% | |||
Two clients [Member] | Sales Revenue, Net [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration Risk, Percentage | 29.00% | 30.00% | 30.00% | 29.00% | |
Four Clients [Member] | Accounts Receivable [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration Risk, Percentage | 43.00% | 51.00% | |||
Client [Member] | Accounts Receivable [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share Basic and Diluted [Line Items] | ||||
Net income (loss) attributable to Innodata Inc. and Subsidiaries | $ 688 | $ (1,068) | $ (46) | $ (2,964) |
Weighted average common shares outstanding | 25,877 | 25,877 | 25,877 | 25,795 |
Dilutive effect of outstanding options | 216 | 0 | 0 | 0 |
Adjusted for dilutive effects | 26,093 | 25,877 | 25,877 | 25,795 |
Income (Loss) Per Share (Deta_2
Income (Loss) Per Share (Details Textual) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
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 | 3.5 | 5.1 | 4.3 | 5.1 |
Derivatives (Details)
Derivatives (Details) - Foreign currency forward contracts [Member] - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid expenses and other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as hedging instruments | $ 0 | $ 342 |
Accrued expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as hedging instruments | $ 147 | $ 0 |
Derivatives (Details 1)
Derivatives (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net gain (loss) recognized in OCI | [1] | $ (50) | $ (119) | $ (734) | $ 42 |
Net loss reclassified from accumulated OCI into income | [2] | (153) | (82) | (245) | (57) |
Net gain recognized in income | [3] | $ 0 | $ 0 | $ 0 | $ 0 |
[1] | Net change in fair value of the effective portion classified into other comprehensive income (loss) ("OCI"). | ||||
[2] | Effective portion classified within direct operating costs. | ||||
[3] | There were no ineffective portions for the periods presented. |
Derivatives (Details Textual)
Derivatives (Details Textual) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 2.6 | $ 15.9 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivatives | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivatives | 147 | 342 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivatives | $ 0 | $ 0 |