®
Our
Business
Segments
Digital Data Solutions
We provide solutions to business information
companies, digital retailers and enterprises that have
broad business requirements for digital data.
By blending consulting, technology and services
together with deep domain expertise, we provide
measurable outcomes to these clients.
Innodata Advanced Data
Solutions (IADS)
We formed our Advanced Data Solutions segment
in mid-2011 to develop new capabilities to enable
(cid:82)(cid:88)(cid:85)(cid:3)(cid:70)(cid:79)(cid:76)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:191)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:76)(cid:70)(cid:72)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:86)(cid:88)(cid:85)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
healthcare sectors to improve decision-support through
digital technologies. By creating innovative business
strategies and technology solutions, we are able to
improve clients’ internal decision-support systems.
Media Intelligence Solutions
Our products and solutions help organizations of all
sizes create value from earned media and measure
results. Using our innovative web-based and mobile
applications, companies can easily reach and build
(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:75)(cid:76)(cid:83)(cid:86)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:78)(cid:72)(cid:92)(cid:3)(cid:76)(cid:81)(cid:192)(cid:88)(cid:72)(cid:81)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:85)(cid:68)(cid:71)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:15)(cid:3)(cid:82)(cid:81)(cid:79)(cid:76)(cid:81)(cid:72)(cid:3)
and social media, amplify messages, monitor coverage
and measure impact.
Financial Overview
$ in Thousands Except Per Share Data
Year Ended Dec. 31, 2016
Year Ended Dec. 31, 2015
Revenue
Pre-tax loss %
$63,074
(4,785)
(7.6%)
(0.22)
$58,523
(2,181)
(3.7%)
(0.11)
$ in Thousands
As of Dec. 31, 2016
As of Dec. 31, 2015
Cash & Cash Equivalents
Total Assets
Long Term Obligations
Stockholders’ Equity
Revenue
1
$100,000
$75,000
$50,000
$25,000
$0
2012
2013
2014
2015
2016
$14,172
47,588
3,917
33,784
EPS
$0.30
$0.20
$0.10
$0.00
$0.10
$0.20
$24,908
51,237
3,436
38,212
2012
2013
*
2014
2015
2016
**
Net Income (Loss)
1
Free Cash Flow
1, 2
$10,000
$5,000
$0
($5,000)
$15,000
$7,500
$0
($7,500)
($15,000)
2012
2013
*
2014
2015
2016**
2012
2013
2014
2015
2016**
(1) $ in Thousands (2) Free Cash Flow is defined as Cash Flow from Operating Activities minus Capital Expenditures
*Excludes a one-time, non-cash impairment charge of $5.5 million (or $0.22 per diluted share) and a FY 2013 valuation allowance of $7.1 million
(or $0.28 per diluted share), both in respect of IADS
**Includes $3.2 million (or $0.13 per diluted share) in one-time costs and charges
Fellow Shareholders:
In 2016, we increased revenues to $63.1 million (up from $58.5 million in 2015) while
our adjusted EBITDA1 - after certain one-time charges - remained essentially flat ($2.5
million in 2016 versus $2.3 million in 2015).2 Our notable accomplishments for the
year included:
• Growing revenue from our new venture businesses to $12.4 million in 2016, up
from $6.8 million in 20153, while at the same time reducing our cash burn on
these new venture businesses from $4.3 million in 2015 to $1.9 million in
2016.4 Indeed, our entire year-over-year revenue increase is attributable to
these new businesses;
• Acquiring the Agility business from PR Newswire in July 2016, successfully
integrating it within our Media Intelligence Solutions segment, re-branding the
segment as Agility PR Solutions, and entering into an alliance with Business
Wire, a Berkshire Hathaway company, to co-market Agility to Business Wire’s
customers and offer wire services to our customers;
• Growing our Synodex business 100%, from $1.9 million in 2015 to $3.9 million
in 2016; and
• Landing an important new engagement in our Digital Data Solutions business to
help a client build a new regulatory and compliance work-flow platform, that
we believe will meaningfully contribute to 2017 revenue while demonstrating a
larger market opportunity for our capabilities.
At the same time, we had several disappointments and challenges. We were aiming for
more growth in Synodex – but the pace of decision-making and technology adoption at
many of the largest insurance companies is slow – for us a persistent frustration. We
incurred $1.6 million in one-time costs related to an internal investigation – and
spending hard-earned cash like this hurts. Adjusted EBITDA in our core Digital Data
Solutions business declined by $2.2 million as additional revenue from existing and
new projects was less than reductions in revenue from projects winding down. In
terms of the big scoreboard, our share price, we did not advance the cause.
1 Reconciliation of adjusted EBITDA data with GAAP follow this letter.
2 In 2016, these one-time costs and charges amounted to $3.2 million, which were allocated
$2.6 million to our Digital Data Solutions (DDS) segment and $600,000 to our Media
Intelligence Solutions (MIS) segment. In 2015, one-time costs and charges amounted to
$400,000, which were all allocated to our DDS segment. In 2016, our adjusted EBITDA was
benefited by a $250,000 one-time revenue pickup in MIS. Excluding the impact of these one-
time charges and benefits, our adjusted EBITDA was $2.5 million in 2016 compared to $2.3
million in 2015.
3 Of our $5.6 million year-over-year revenue increase, approximately $3.4 million was the result
of our July 2016 acquisition of the Agility business from PR Newswire.
4 2016 adjusted EBITDA loss of $1.9 includes an adjusted EBITDA loss of $1.8 million in our
IADS segment and $70,000 in our MIS segment.
Our 2017 strategy, stated succinctly, is to drive shareholder value by focusing on the
following:
1. Managing costs. In 2016, we took out close to $1 million in annualized cost in
each of our Synodex and Agility businesses. In Synodex, we lowered the annual
revenue required to achieve breakeven from $7-8 million of annual revenue to
$5 million. We intend to continue to manage costs aggressively.
2. Driving growth in our new businesses. With our products well-known in the
market place, we’re going to focus on driving customer acquisition. As these
new businesses generate incremental revenue, the marginal contribution to
earnings of $1 of new revenue could be in excess of $0.50. So a growth of, say,
$3.0 million in these new businesses could add approximately $1.5 million to
adjusted EBITDA, compared to our total company-wide adjusted EBITDA of
$2.5 million in 2016. Importantly, revenue from these new businesses is from
services for which customers have a recurring need and become part of a
customer’s operational value chain.
3. Expanding our Digital Data Solutions portfolio of products and services. We’re
actively working on new products and services for our existing markets that
have the potential to drive high-quality, recurring revenue, and we’re
experimenting with value-based pricing mechanisms that provide risk/reward
opportunities for us.
4. Expanding our Digital Data Solutions addressable market. We were an early
innovator at applying artificial intelligence (which encompasses machine
learning, natural language processing, and deep neural networks) to the task of
creating highly refined information cost-effectively for legal and scientific
information providers and publishers. We’re now working to take these
technologies to a broader enterprise market. Indeed, enterprises across a wide
variety of verticals see opportunities to utilize digital data within their
operations to gain insight, manage risk, and improve operations, and our AI
technology and capabilities can help them get there faster.
What unifies our entire portfolio is, of course, the promise of digital data – harnessing
large quantities of complex information as digital data that can be ‘mined’ in ways that
create new value and insight. Accenture is saying that “AI is the new UI”. Microsoft
refers to digital data as the “new electricity”, and predicts that digital data will bring
about a fourth Industrial Revolution that will dwarf the first three (viz., steam,
electricity, and information technology) and have a broader and deeper impact on our
lives and how we do business.
It is this fourth Industrial Revolution with which Innodata will continue to align itself
strategically. We believe that we can add a lot of value to companies by helping them
harness digital data and apply AI technologies to automate operations and unlock
insights and intelligence.
Four years ago, we embarked on a strategy to address the problem that Innodata’s
business was too project-oriented for a public company. The revenue ups and downs
from a project-based business did not sit well with public investors. Moreover, we were
in a tight (and constricting) market sub-segment with insufficient barriers to entry and
differentiation.
Today, about 80% of our revenues is revenue from services for which our customers
have a recurring need. We’re able to address not just legal and scientific information
companies, but also financial services/insurance and, increasingly, enterprises across
many other verticals. We’ve managed cost so that increases in revenue should translate
into more than proportionate EPS growth.
We look forward to sharing with you the progress we make through the year at
executing our strategy, and we thank you for your commitment to Innodata’s future
and success.
Sincerely,
Jack S. Abuhoff
Chairman & CEO
April 2017
INNODATA INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
(Dollars In thousands)
Adjusted EBITDA
Adjusted EBITDA:
Years Ended December 31
2016
2015
Net loss attributable to Innodata Inc. and Subsidiaries
$ (5,524) $ (2,826)
Depreciation and amortization
Stock-based compensation
Provision for income taxes
Change in fair value of contingent consideration
Interest expense (income), net
Non-controlling interest
Adjusted EBITDA
DDS Segment
Adjusted EBITDA:
3,195 2,773
1,162 1,326
1,126 1,203
1,038
63
(387)
-
(31)
(558)
$ 673 $ 1,887
Years Ended December 31
2016
2015
Net loss attributable to DDS Segment
$ (2,570) $ (2,028)
Depreciation and amortization
Stock-based compensation
Provision for income taxes
Change in fair value of contingent consideration
Interest expense (income), net
Non-controlling interest
2,309 2,185
1,172 1,307
1,181 1,264
1,038
63
(387)
-
(31)
(558)
Adjusted EBITDA - DDS Segment
$ 2,806 $ 6,195
Adjusted EBITDA:
IADS Segment
Years Ended December 31
2016
2015
Net loss attributable to IADS Segment
$ (1,778) $ (3,684)
Stock-based compensation
(10)
19
Adjusted EBITDA - IADS Segment
$ (1,788) $ (3,665)
Adjusted EBITDA:
MIS Segment
Years Ended December 31
2016
2015
Net loss attributable to MIS Segment
$ (1,176) $ (1,170)
Depreciation and amortization
Provision for income taxes
886
(55)
588
(61)
Adjusted EBITDA - MIS Segment
$ (345) $ (643)
Public Information
Ownership
Public
Ticker Symbol
INOD
Revenues
$63.1 million (2016)
Listing Market
The NASDAQ Stock Market LLC
Founded
1988
Shares Outstanding
Approximately 25 million
Other Information
Clients
Approximately 1,600
(1,400 Media Intelligence
Solutions)
People
Approximately 4,700 people in the
United States, Canada, Europe,
the Middle East and Asia
Locations
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United States, Canada, United
Kingdom, the Philippines, India,
Sri Lanka, Israel and Germany
Executive Leadership
Jack S. Abuhoff
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:9)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)
Ashok Kumar Mishra
Executive Vice President & Chief Operating
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O’Neil Nalavadi
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Amy R. Agress
Senior Vice President & General Counsel
Lisa Indovino
Senior Vice President, Digital Data Solutions
R. Douglas Kemp
Senior Vice President, Synodex
Martin Lyster
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)(cid:15)(cid:3)(cid:36)(cid:74)(cid:76)(cid:79)(cid:76)(cid:87)(cid:92)(cid:3)(cid:51)(cid:53)(cid:3)(cid:54)(cid:82)(cid:79)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
Board Of Directors
Jack S. Abuhoff
Chairman of the Board
President & CEO of Innodata Inc.
Haig S. Bagerdjian
Director & Chair of the Acquisitions Committee
Chairman, President & CEO of Point.360
Louise C. Forlenza
Director & Chair of the Audit Committee
Former CFO of Intercontinental Exchange
Partners
Stewart R. Massey
Lead Independent Director & Chair of the
Compensation Committee
Partner & Co-founder of Massey Quick and Co.
Michael J. Opat
Director and Commissioner on the Hennepin
County (Minnesota) Board of Commissioners
Anthea C. Stratigos
Director
Co-founder & CEO of Outsell Inc.
Andargachew S. Zelleke
Director & Chair of the Nominating Committee
MBA Class of 1962 Senior Lecturer of Business
Administration at Harvard Business School
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-22196
INNODATA INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-3475943
(I.R.S. Employer Identification No.)
55 Challenger Road
Ridgefield Park, New Jersey
(Address of principal executive offices)
(201) 371-8000
(Registrant’s telephone number)
07660
(Zip Code)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class
Common Stock $.01 par value
Preferred Stock Purchase Right
Name of Each Exchange on Which Registered
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past twelve months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price
reported on The Nasdaq Stock Market on June 30, 2016) was $59,244,244.
The number of outstanding shares of the registrant’s common stock, $.01 par value, as of March 10, 2017 was 25,623,832.
Portions of the Registrant’s definitive proxy statement for the 2017 Annual Meeting of Stockholders are incorporated by reference
in Items 10,11,12,13 and 14 of Part III of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
INNODATA INC
Form 10-K
For the Year Ended December 31, 2016
TABLE OF CONTENTS
Part I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Report of Management on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Other Information
Part III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Exhibits, Financial Statement Schedules
Part IV
Signatures
Page
1
11
23
23
23
23
24
25
27
45
46
46
46
47
48
49
50
50
50
50
50
51
51
PART I
Disclosures in this Form 10-K contain certain forward-looking statements, including without limitation,
statements concerning our operations, economic performance, and financial condition. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The words “project,” “head start,” "believe," "expect," “should,” "anticipate," "indicate," "point to,"
“forecast,” “likely,” “goals,” “optimistic,” “foster,” “estimate” and other similar expressions generally identify
forward-looking statements, which speak only as of their dates.
These forward-looking statements are based largely on our current expectations and are subject to a
number of risks and uncertainties, including without limitation, that contracts may be terminated by clients;
projected or committed volumes of work may not materialize; our Innodata Advanced Data Solutions ("IADS")
segment is a venture formed in 2011 that has incurred losses since inception and has recorded impairment
charges for all of its fixed assets; we currently intend to continue to invest in IADS; the primarily at-will nature
of contracts with our Digital Data Solutions clients and the ability of these clients to reduce, delay or cancel
projects; continuing Digital Data Solutions segment revenue concentration in a limited number of clients;
continuing Digital Data Solutions segment reliance on project-based work; inability to replace projects that are
completed, canceled or reduced; our dependency on content providers in our Media Intelligence Solutions
segment; difficulty in integrating and deriving synergies from acquisitions, joint venture and strategic
investments; potential undiscovered liabilities of companies and businesses that we may acquire; depressed
market conditions; changes in external market factors; the ability and willingness of our clients and prospective
clients to execute business plans which give rise to requirements for our services; changes in our business or
growth strategy; the emergence of new or growing competitors; various other competitive and technological
factors; and other risks and uncertainties indicated from time to time in our filings with the Securities and
Exchange Commission and other risks and uncertainties set forth in “Risk Factors” in this Form 10-K or
indicated from time to time in our other filings with the Securities and Exchange Commission.
Our actual results could differ materially from the results referred to in the forward-looking statements.
In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-
looking statements contained in this Form 10-K will occur.
We undertake no obligation to update or review any guidance or other forward-looking information,
whether as a result of new information, future developments or otherwise.
Item 1. Business.
Business Overview
Innodata (NASDAQ: INOD) is a global digital services and solutions company. Our technology and
services power leading information products and online retail destinations around the world. Our solutions help
prestigious enterprises harness the power of digital data to re-imagine how they operate and drive performance.
We serve publishers, media and information companies, digital retailers, banks, insurance companies,
government agencies and many other industries. Founded in 1988, we comprise a team of 5,000 diverse people
in eight countries who are dedicated to delivering services and solutions that help the world embrace digital
data as a means of enhancing our lives and transforming our businesses.
The Company operates in three reporting segments: Digital Data Solutions (DDS), Innodata Advanced
Data Solutions (IADS) and Media Intelligence Solutions (MIS).
1
Digital Data Solutions (DDS) Segment
Our DDS segment provides solutions to digital retailers, information services companies, publishers
and enterprises that have one or more of the following broad business requirements: development of digital
content (including e-books); development of new digital information products; and operational support of
existing digital information products and systems. The DDS segment was formerly known as Content Services.
Many of our clients are driving or are responding to rapid and fundamental changes in the way end
users discover, consume and create published information. For some of our publishing and information services
clients, this means transforming information products from print to digital; for others, it means migrating
already-digital products from web-only distribution to multiple-channel distribution that includes mobile and
tablet devices and incorporates mobility, social platform and semantic search; and for others still, it means re-
tooling pure search-based information products into workflow-embedded analytical tools that combine content
with software to enable context-aware decision-making; and for a select number of our information services
clients, it means embracing the content-as-a-service model to integrate content with other tools, applications
and data. Each of these transformations requires shifts in products, as well as the technology and the operations
that support them.
For our enterprise publishing clients, changes in the way end users discover, consume and create
published information often necessitates replacing old processes and technologies that generated static, whole
documents with new processes and technologies that enable content to reside as modular components which are
re-combined dynamically
to create up-to-date, product-specific assembly guides, engineering
diagrams/schematics, compliance documentation, field operations guides and clinical documentation destined
for simultaneous access on the web, from PCs, tablets and smartphones.
By blending consulting, technology and operations sourcing with deep domain expertise, we provide
measurable outcomes for publishing companies, information services companies and enterprises through
business transformation, accelerating innovation and efficient operations.
Information Product Development
We help our clients develop high-value information products. Our clients include four of the ten largest
information industry companies in the world, spanning financial, legal, healthcare and scientific information.
Information and publishing is a $1.5 trillion industry consisting of more than 7,000 publishers, information
providers and software service firms worldwide. Many of our clients specialize in the scientific, technical and
medical (STM) segment (estimated revenues of $125.8 billion) and the legal and regulatory (L&R) segment
(estimated revenues of $22 billion)1.
1 Outsell Inc. (October 5, 2016). “Information Industry Outlook 2016 – All Data, Nothing But Data.”
2
Both STM and L&R publishers make some or all of their revenues from the sale of information products
created from the primary and secondary data produced by professionals and researchers (in the case of STM)
or courts, legislatures, administrative bodies and rule-making institutions (in the case of L&R).
We enable our clients to rapidly develop new digital products without direct investments in staff,
facilities and technology. We embrace agile development methodologies that provide the benefits of early
solution visualization and an iterative development process that spans content, technology and user interface
development. We use a combination of onsite project management, onshore solutions architecture and offshore
globally distributed teams of developers, analysts and subject-matter experts.
For example, a leading legal publisher sought to develop a new digital product that would provide
lawyers and compliance officers a workflow tool for rule checking, rapid research and fact checking. The new
digital tool needed to be accessible via laptops, smart phones and tablet devices. Moreover, it needed to be
updated daily to maintain pace with rapid regulatory developments (it was destined to replace a printed loose
leaf series that was updated only monthly). Our technology architects, developers and content analysts designed
and implemented the new digital tool within budget and on schedule. Using the new digital tool, lawyers and
compliance officers can now confidently react faster to their clients’ increased regulatory burdens with up-to-
date information.
For another leading global publisher, we developed an eReader application designed specifically for
complex professional reference material. The publisher saw an opportunity to increase sales by re-publishing
its printed reference works as e-books, but was unable to market them as e-books because existing eReader
applications were built for simple fiction and trade books. We developed an eReader application for the client
that changed this – it enabled advanced search, linking and cross-references to external sources, subscriber
annotations, frequent textual updates and a host of other functions the publisher required in order to distribute
its complex reference books as e-books over the iPad® as well as Android® and Windows-enabled mobile
devices.
Operational Support
We help our clients significantly lower the cost of maintaining their high-value information products,
applications and systems. Clients for which we perform such services include five of the top ten leading legal,
tax and regulatory information providers, three of the top ten credit and financial information providers, and
four of the top ten scientific, technical and medical information providers. Relative to information products, our
focus is on the underlying “content supply chain” activities that are necessary to maintain the product. These
activities often include content aggregation; extraction; encoding; indexing and abstracting; fabrication; and
distribution. We deliver these activities on an outsourced basis.
For example, for an $8 billion leading provider of financial and news information, we aggregate public
source documentation from a variety of government agencies, which we transform, analyze and extract in order
to support a real-time, high-value information product.
For a leading wholesale textbook distributor, we provided support and maintenance for its digital book
platform, including its customizable bookshelf and eReader applications and its conversion and fulfillment
processes.
Digital Content Supply Chain Strategy
We work with clients at a strategic business and technology level to address business process and
technology challenges related to digital content supply chain optimization and strategy. By aligning operations
and technology with business goals, we help businesses accelerate new product development and introduction;
control cost; consolidate and leverage technology investment; and obtain benefits of scale.
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For a multinational information services company, we worked in conjunction with the client’s internal
teams to design new content architectures and implement new content technologies that enabled the client to
migrate its operations away from process and technologies designed primarily for print output to new processes
and technologies that were designed around the nature of the content itself and supported multiple simultaneous
delivery channels.
A global information company had acquired two businesses that each collected, processed and managed
some of the same public law content. The company recognized the opportunity to reduce cost by consolidating
the processing of this overlapping content. To accomplish this cost savings, we implemented a new,
consolidated workflow system using Alfresco and jBPM which provided a common framework for content
reuse, while enabling content enrichment processes to be performed by external and internal resources in a fully
managed environment.
For a publisher of legal treatises and practice guides and provider of on-demand learning, we created a
future-state vision of operational workflows required to support an increasing array of technologies and online
products. This future-state vision included recommendations regarding process improvements and new
technologies.
E-Book Production and Distribution
We are one of the largest contract producers of e-books, serving four of the five leading digital retailers
of e-books, as well as 80 leading trade, education and professional publishers that sell e-books. We manufacture
both standard e-books and interactive e-books in a variety of formats (including EPUB, Mobi and Kindle) and
in 12 major languages (including Japanese and Chinese). In addition, we distribute e-books on behalf of
publishers and authors to more than 25 e-book retailers across North America, the United Kingdom, Australia
and 24 countries in the European Union. Since the fall of 2011, we have produced over 1.3 million e-book titles.
Innodata Advanced Data Solutions (IADS) Segment
Many enterprises are embracing new digital information technologies and workflow processes within
their operations in order to improve internal decision-support systems. We formed our IADS segment in mid-
2011 to design and develop new capabilities to enable clients in the financial services, insurance, medical and
healthcare sectors to improve decision-support through digital technologies. We believe that by creating and
commercializing innovative business strategies and technology solutions we will be able to accelerate our
growth and reduce our revenue volatility.
IADS operates through two subsidiaries: Synodex and docGenix. As of December 31, 2016, we owned
91% of Synodex and 94% of docGenix.
The main focus of the Synodex business is the extraction and classification of data from unstructured
medical records in an innovative way to provide improved data service capabilities for insurance underwriting,
insurance claims, medical records management and clinical trial support services. Synodex has developed and
deployed its APS.Extract® product for specific use with life insurance underwriting and claims.
At the end of 2016, Synodex had 11 clients, including RGA Reinsurance Company, the principal
operating subsidiary of Reinsurance Group of America, Incorporated (NYSE: RGA), one of the top 10 largest
providers of life reinsurance in the world according to A.M. Best, and John Hancock Insurance, the insurance
operating unit of John Hancock Financial (a division of Manulife) and one of the largest life insurers in the
United States. Synodex is engaged in business discussions with other reinsurance companies and insurance
carriers that have expressed interest in utilizing its services.
The main focus of the docGenix business is the extraction and classification of data from unstructured
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legal documents in order to improve an organization’s ability to analyze documentation and feed actionable
data to downstream applications.
We offer docGenix services to banks and hedge funds. One of our clients, a large New York-based
global investments company party to more than 5,000 derivative contracts, utilizes the docGenix service and
software platforms to monitor and react to market changes and counterparty and collateral changes and to
comply with increasing regulatory requirements. Prior to utilizing docGenix, these were slow and resource-
intensive activities because contract creation, storage and retrieval processes were all still paper or image based.
Using docGenix’s system, complex derivative contracts are transformed into machine readable, computer-
addressable data that is down-streamed to risk collateral and other mission-critical systems, and users can
perform multi-dimensional, complex queries instantaneously.
In 2016, our investment net of revenues in these subsidiaries was approximately $1.8 million. In the
immediate future, we intend to continue to invest in these subsidiaries at the combined rate of $0.1 to $0.4
million per quarter.
MMedia Intelligence Solutions (MIS) Segment
Our MIS segment operates through our MediaMiser, Bulldog Reporter and the Agility PR Solutions
subsidiaries. In December 2016, we rebranded the MediaMiser and Agility PR Solutions products under the
name Agility PR Solutions.
Agility Enterprise (formerly known as MediaMiser Enterprise) provides media monitoring and analysis
solutions and professional services to several Fortune 500 companies and Canadian government institutions, as
well as small- and medium-sized businesses. Agility Enterprise enables companies to reduce the time and effort
required to extract, analyze and share valuable business intelligence from traditional and online media sources.
Agility Enterprise’s proprietary technology platform monitors, aggregates, analyzes and distributes
summaries of coverage from more than 200,000 content sources including traditional and digital media. The
platform includes a powerful sentiment analysis engine that identifies whether opinions expressed in a particular
document are positive, negative or neutral.
Increasingly, organizations seek to quantify the impact of public relations (PR) and communications
activities and to understand what is being said about them across traditional and digital media. Social media has
also dramatically changed how organizations manage and respond to crisis. Organizations need to respond
quickly to negative customer feedback or coverage and track ongoing conversations in order to protect their
brand and reputation. Agility Enterprise, with its powerful analytics and human augmented analysis and
reporting, is designed to fit these needs.
We acquired the Agility business from PR Newswire in July 2016. The acquisition included close to
1,400 customers and approximately 50 employees in the US and the UK. Agility’s business consists of two
products - Agility which is a global media contact database and email distribution platform, and Agility Plus
which provides additional self-service media monitoring and analytics capabilities. This acquisition fostered
growth in North America and Europe and expanded our suite of products for the PR marketplace. With this
acquisition, Agility PR Solutions can now offer self and full-service solutions that address the entire
communications life cycle – from identifying influencers, amplifying messages, monitoring coverage, to
measuring impact.
In 2016 we entered into an agreement with BusinessWire, a Berkshire Hathaway company, to offer
Agility media database and monitoring products to its customers worldwide.
Bulldog Reporter is a news aggregation service for the PR and corporate communications professionals.
Bulldog Reporter publishes a well-known daily e-newsletter, the Daily Dog. In addition, it offers a paid
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subscription service focused specifically on the health industry, a daily e-newsletter—Inside Health Media—
that provides a health-related media list and media intelligence services by leveraging the data from Agility
platform. Bulldog Reporter also manages a PR industry awards program—the Bulldog Awards—which
recognizes PR and communications professionals in categories including corporate social responsibility, media
relations, digital and social marketing, not-for-profit activity and overall outstanding PR performance.
With considerable consolidation and slowing growth in the overall media intelligence market, Agility
PR Solutions is carving out a niche with a focus on influencer targeting, advanced media analytics and
editorially enriched full-service options that provide context and clarity that automated solutions alone cannot
provide. This focus on technology as well as customer service differentiates Agility PR Solutions from the
clippings-origin and self-service monitoring competitors in the market.
OOur Global Operations
We provide our services using a globally distributed workforce utilizing advanced technologies that
automate portions of our process and help ensure that our work product is highly accurate and consistent.
Our delivery centers in Asia are ISO 27001 certified. In addition, we comply with the requirements of
the United States Health Insurance Portability and Accountability Act of 1996 as amended (HIPAA) (including
by the Health Information Technology for Economic and Clinical Health Data (HITECH)) and the United
Kingdom’s Data Protection Act 1998 (DPA), as applicable. Innodata is certified to the EU-U.S. Privacy Shield
framework, which certification includes Synodex, docGenix, Agility PR Solutions and Bulldog Reporter as
covered entities, and Innodata and Synodex are U.S. Safe Harbor registered entities that adhere to the
Switzerland Safe Harbor Frameworks on the protection of personal data. We encrypt all individual protected
health information, both at rest and in motion, to the AES 256 or similar standard, and we employ a range of
security features including monitored firewalls and intrusion detection devices.
For our data extraction services, we maintain staff in a wide spectrum of disciplines, including
medicine, law, engineering, management, finance, science and the humanities.
Our services are organized and managed around three vectors: a vertical industry focus, a horizontal
service/process focus, and a supportive operations focus.
The vertically-aligned groups understand our clients’ businesses and strategic initiatives. The vertical
group for each particular industry includes experts hired from that industry.
Our service/process-aligned groups include engineering personnel and delivery personnel. Our
engineering teams are responsible for creating secure and efficient custom workflows and integrating
proprietary and third-party technologies to automate manual processes and improve the consistency and quality
of our work product. These tools include categorization engines that utilize pattern recognition algorithms based
on comprehensive rule sets and related heuristics, data extraction tools that automatically retrieve specific types
of information from large data sources, and workflow systems that enable various tasks and activities to be
performed across our multiple facilities.
Our globally distributed delivery personnel are responsible for executing our client engagements in
accordance with service-level agreements. We deliver services from facilities in the United States, the
Philippines, India, Sri Lanka, Israel, United Kingdom, Germany and Canada.
Other support groups are responsible for managing diverse enabling functions including human
resources, organizational development, network and communications technology infrastructure support and
physical infrastructure and facilities management.
Our sales staff, program managers and consultants operate primarily from our North American and
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European locations, as well as from client sites.
OOur Opportunity
Rapid changes in digital content technologies have created the need for all sorts of companies to
refashion their product offerings and their operations. Media, publishing and information services companies
contend with new monetization models, delivery platforms, and channels. They seek to develop new digital
products as print product revenue wanes; to broaden their markets by distributing content over the iPad®,
iPhone®, Android and other portable devices; and to monetize existing content in new, highly targeted custom
products through flexible reuse and repurposing.
Meanwhile, for enterprises that rely on content to support operations, this shift to digital technology
offers opportunities to improve internal decision support and risk mitigation in complex data operations by
harnessing the power of machine-readable, digital data to drive improved decision support. For enterprises that
rely on content to support products, this shift to digital technology offers opportunities to create and manage
content more efficiently, while at the same time distributing content through an increased number of channels.
As a result, media, publishing and information services companies, and content-intensive enterprises,
are increasingly relying on service providers, such as Innodata, to provide digital content-related services. These
services increasingly involve using advanced technologies such as machine learning and artificial intelligence
(AI) to extract meaningful data from unstructured data in cost efficient ways.
Clients
Two clients in our DDS segment each generated more than 10% of our total revenues in the fiscal year
ended 2016. Revenues from Wolters Kluwer affiliated companies (the “WK Clients”) were approximately $10.9
million or 17% of total revenues, and revenues from Reed Elsevier affiliated companies (the “RE Clients”) were
approximately $8.5 million, or 14% of total revenues. No other client generated more than 10% of our total
revenues in 2016. These two clients together generated approximately 31%, 33% and 31% of our total revenues
in the fiscal years ended December 31, 2016, 2015 and 2014, respectively. Revenues from clients located in
foreign countries (principally in Europe) accounted for 49%, 51% and 47% of our total revenues for these
respective fiscal years.
We have long-standing relationships with many of our clients, and we have provided services to the
two clients mentioned in the preceding paragraph for over ten years. Our track record of delivering high-quality
services helps us to solidify client relationships. Many of our clients are recurring clients, meaning that they
have continued to provide additional projects to us after our initial engagement with them.
Our contractual arrangements with the RE Clients during 2016 consisted of four master services
agreements (“MSAs”) and separately agreed to statements of work (“SOWs”) for specific services. Two of the
MSAs have indefinite terms, one MSA has a term that ends on October 31, 2019 and the fourth MSA had a
term that ended on October 31, 2016. RE Clients may terminate the MSAs on notice periods ranging from zero
to six months, and they may terminate certain individual SOWs on notice periods of up to 180 days. They may
also terminate certain of the MSAs and SOWs on notice periods of three months or less for “cause” and for
insolvency related events, and on changes of control, force majeure and the imposition of certain price increases
by the Company that are not acceptable to them. We may terminate two of the MSAs on notice periods of 180
days, and we may also terminate certain MSAs and SOWs for “cause”, insolvency related events affecting the
RE Clients, and other defined events. The MSAs contain confidentiality, limitation of liability, indemnification
and other standard provisions.
Our contractual arrangements with the WK Clients during calendar year 2016 consisted of five MSAs
and separately agreed to SOWs for specific services. Three MSAs have indefinite terms, one MSA continues in
effect until the completion of all services performed under the MSA, and the fifth MSA has a term that ends on
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the later of March 1, 2017 or the expiration date of all SOWs issued under the MSA. WK Clients may terminate
certain MSAs on notice periods ranging from 30 days to three months, and they may terminate certain individual
SOWs on notice periods ranging from 10 days to six months. WK Clients may also terminate certain of the
MSAs and SOWs on notice periods of 60 days or less for “cause” and for insolvency related events, and on
changes of control, force majeure and the imposition of certain price increases by the Company that are not
acceptable to them. We may terminate certain of the MSAs on notice periods ranging from 30 days to three
months, and we may also terminate certain MSAs and SOWs for “cause”, insolvency related events affecting
the WK Clients, and other defined events. The MSAs contain confidentiality, limitation of liability,
indemnification and other standard provisions.
Our agreements with our other clients are in many cases terminable on 30 to 90 days' notice. A
substantial portion of the services we provide to our clients is subject to their requirements.
Competitive Strengths
Our expertise in digital data. We are primarily focused on helping clients across multiple vertical
industries by supplying enriched digital data at a lower cost which is either incorporated in clients’ information
products or used for enhancing decision-support systems. We also help clients build new information or data
products.
Our focus on quality. We have achieved a reputation with our clients for consistent high-quality. We
maintain independent quality assurance capabilities in all geographies where we have delivery centers. Our
quality assurance teams in Asia are compliant and certified to the ISO 9001:2008 quality management system
standards.
Our global delivery model. We have operations in eight countries in North America, Europe and Asia.
We provide services to our clients through a comprehensive global delivery model that integrates both local and
global resources to obtain the best economic results.
Our proven track record and reputation. By consistently providing high-quality services, we have
achieved a track record of client successes. This track record is reflected in our reputation as a leading service
provider within the media, publishing and information services sector. Our reputation and brand connote an
assurance of expertise, quality execution and risk mitigation.
Our focus on technology and engineering innovation. Our engineering and IT teams integrate
proprietary and best-in-class third party tools into our workflows to drive as much automation as possible. In
addition, our engineering and IT teams provide services directly to our clients, helping them achieve improved
efficiencies within their own operations.
Our long-term relationships with clients. We have long-term relationships with many of our clients,
who frequently retain us for additional projects after a successful initial engagement. We believe there are
significant opportunities for additional growth with our existing clients, and we seek to expand these
relationships by increasing the depth and breadth of the services we provide. This strategy allows us to use our
in-depth client-specific knowledge to provide more fully integrated services and develop closer relationships
with those clients.
Our ability to scale. We have demonstrated the ability to expand our teams and facilities to meet the
needs of our clients. By virtue of the significant numbers of professional staff working on projects, we are able
to build teams for new engagements quickly. We have also demonstrated the ability to hire and train staff
quickly in order to service diverse and often large-scale needs of our clients.
Our internal infrastructure. We own and operate some of the most advanced content delivery centers
in the world, which are linked by multi-redundant data connections. Our Wide Area Network – along with our
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Local Area Networks, Storage Area Networks and data centers – is configured with industry standard
redundancy, often with more than one backup to help ensure 24x7 availability. Our infrastructure is built to
accommodate advanced tools, processes and technologies that support our content and technical experts. We
encrypt all individual protected health information, both at rest and in motion, to the AES 256 or similar
standard, and we employ a range of security features including managed firewalls and intrusion services.
Sales and Marketing
For our DDS and IADS segments we market and sell our services directly through our professional
staff, senior management and direct sales personnel operating primarily from various locations in the U.S., and
for our MIS segment we market and sell our services primarily from our offices in Canada and the United
Kingdom and through our personnel in the U.S. Our corporate headquarters is located at Ridgefield Park, New
Jersey, just outside New York City. During 2016, we had four executive-level business development and
marketing professionals and approximately 34 sales and marketing personnel. We also deploy solutions
architects, technical support experts and consultants who support the development of new clients and new client
engagements. These resources work within teams (both permanent and ad hoc) that provide support to clients.
Our marketing department and sales professionals work together to generate leads. Our sales
professionals identify and qualify prospects, securing direct personal access to decision makers at existing and
prospective clients. They facilitate interactions between client personnel and our service teams to define ways
in which we can assist clients with their goals. For each prospective client engagement, we assemble a team of
our senior employees drawn from various disciplines within our Company. The team members assume assigned
roles in a formalized process, using their combined knowledge and experience to understand the client’s goals
and collaborate with the client on a solution.
Our marketing organization is responsible for developing and increasing the visibility and awareness
of our brand and our service offerings, defining and communicating our value proposition, generating qualified,
early-stage leads and furnishing effective sales support tools
As part of our marketing strategy we partner with media organizations to build awareness, establish a
reputation as an industry thought leader, and generate leads. Media partners include trade associations and
publications, trade show producers and consulting organizations. These partnerships are particularly valuable
in enterprise industries as we build our presence among digital content leaders and decision makers.
Primary marketing outreach activities include content marketing, event marketing (including exhibiting
at trade shows, conferences and seminars), direct and database marketing, public and media relations (including
speaking engagements), and web marketing (including integrated marketing campaigns, search engine
optimization, search engine marketing and the maintenance and continued development of external websites).
Sales activities include lead generation, nurturing leads, engaging in discussions with prospective
customers to understand their needs, demonstrating our products, designing solutions, responding to requests
for proposals, and managing account and client relationships and activities.
Personnel from our solutions analysis group, our client services group and our engineering services
group closely support our direct sales effort. These individuals assist the sales force in understanding the
technical needs of clients and providing responses to these needs, including demonstrations, prototypes, pricing
quotations and time estimates. In addition, account managers from our customer service group support our direct
sales effort by providing ongoing project-level support to our clients.
Research and Development
We incurred $0.1 million in research and development costs in our DDS segment for the year ended
December 31, 2016 and none for the years ended December 31, 2015 and 2014. We did not incur any research
9
and development costs for our IADS segment in any of the three years ended December 31, 2016, 2015 or 2014.
Our MIS segment incurred research and development costs of $0.9 million, $1.0 million and $0.6 million for
the years ended December 31, 2016 and 2015 and during the period from the date of acquisition (July 28, 2014)
to December 31, 2014, respectively.
Competition
Our Digital Data Solutions segment operates in a highly competitive, fragmented and intense market.
Major competitors include Apex CoVantage, Aptara, Cenveo, Infosys, HCL Technologies, Macmillan India,
SPI Technologies, JSI S.A.S. Groupe Jouve and Thomson Digital.
We compete in this market by offering high-quality services and competitive pricing that leverage our
technical skills, IT infrastructure, offshore model and economies of scale. Our competitive advantages are
especially attractive to clients for undertakings that are technically challenging, are sizable in scope or scale,
are continuing, or that require a highly fail-safe environment with technology redundancy.
The Synodex subsidiary of our IADS segment competes in the insurance data analysis industry with an
initial focus on applying innovative technology to speed accurate decision making and to improve productivity
in the processing of medical files for the life insurance industry. Major competitors are Risk Righter, EMSI,
Parameds, and other BPO companies all of whom are large firms with established client bases. We also compete
with in-house personnel at existing or prospective clients who may attempt to duplicate our services in-house
or use alternative approaches to fulfill their needs.
For our MIS segment, our primary competitors are companies such as Meltwater, Cision, Kantar,
Infomart, Nasdaq, Intelligent I.Q., Trendkite and Custom Scoop, several of which are large firms with
established customer bases, as well as PR firms that provide media monitoring and analysis services and
journalist and influencer databases. Our competitors also include social media listening companies and start-
ups offering platforms to amplify messages by targeting social media influencers.
Locations
We are headquartered in Ridgefield Park, New Jersey, just outside New York City. Our MIS business
is headquartered in Ottawa, Canada and we have an additional location in London, United Kingdom. We have
ten delivery centers in the Philippines, India, Sri Lanka, Canada, Germany, United Kingdom and Israel.
Employees
As of December 31, 2016, we employed approximately 150 persons in the United States, Canada and
United Kingdom, and over 4,600 persons in ten global delivery centers in the Philippines, India, Sri Lanka,
Canada, Germany, United Kingdom and Israel. As of December 31, 2016, approximately 260 of our employees
were dedicated to the IADS segment, and approximately 190 of our employees were dedicated to the MIS segment.
Most of our employees have graduated from at least a two-year college program. Many of our employees hold
advanced degrees in law, business, technology, medicine and social sciences. No employees are currently
represented by a labor union, and we believe that our relations with our employees are satisfactory.
Corporate Information
Our principal executive offices are located at 55 Challenger Road, Ridgefield Park, New Jersey 07660,
and our telephone number is (201) 371-8000. Our website is www.innodata.com; information contained on our
website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. There
we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file
that material with, or furnish it to, the Securities and Exchange Commission (SEC). Our SEC reports can be
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obtained through the Investor Relations section of our website or from the Securities and Exchange Commission
at www.sec.gov.
Item 1A. Risk Factors.
We have historically relied on a very limited number of clients that have accounted for a significant portion
of our revenues, and our results of operations could be adversely affected if we were to lose one or more of
these significant clients.
We have historically relied on a very limited number of clients that have accounted for a significant
portion of our revenues. Two clients in our DDS segment generated approximately 31%, 33% and 31% of our
total revenues in the fiscal years ended December 31, 2016, 2015 and 2014, respectively. Another client in the
DDS segment accounted for less than 10% of the Company’s total revenues for the years ended December 31,
2016 and 2015 but accounted for 10% of the Company’s total revenues for the year ended December 31, 2014.
No other client accounted for 10% or more of total revenues during these periods. Further, in the years ended
December 31, 2016, 2015 and 2014, revenues from non-US clients accounted for 49%, 51% and 47%,
respectively, of our revenues. We may lose any of these clients, or our other major clients, as a result of our failure
to meet or satisfy our client’s requirements, the completion or termination of a project or engagement, or the
client’s selection of another service provider.
In addition, the volume of work performed for our major clients may vary from year to year, and
services they require from us may change from year to year. They may also request that we modify certain key
terms of our agreements with them as a condition of continuing to do business with us. If the volume of work
performed for our major clients varies, if the services they require from us change, or if they require price
concessions (as was required by a major customer in 2016 (see “Management Discussion and Analysis”), our
revenues and results of operations could be adversely affected, and we may incur a loss from operations. If
certain key terms of our agreements with our major clients are modified, our revenues and results of operations
may be adversely affected. Our services are typically subject to client requirements, and in many cases are
terminable upon 30 to 90 days’ notice.
Our liquidity could be affected if our losses continue.
We believe that our existing cash and cash equivalents and internally generated funds will provide
sufficient sources of liquidity to satisfy our financial needs for the next 12 months. However, we have no bank
facilities or lines of credit, and continuing material reductions in our cash and cash equivalents from operating
losses, capital expenditures, acquisitions or otherwise could materially and adversely affect the Company. See
“Management Discussion and Analysis – Liquidity and Capital Resources” for information on (i) our cash and
cash equivalents that declined to $14.2 million at December 31, 2016 from $24.9 million at December 31, 2015,
(ii) the portion of our cash and cash equivalents that at December 31, 2016 was held by our foreign subsidiaries
and that can be repatriated to the United States (as deemed dividends or otherwise) only subject to United States
federal income taxes, (iii) the cash used in 2016 in our operating activities as a result of our net loss in 2016,
(iv) the cash used in 2016 in our investing activities for the acquisition and integration of Agility and capital
expenditures and (v) our current plans for the use of our cash and cash equivalents.
A portion of our services is provided on a non-recurring basis for specific projects, and our inability to
replace large projects when they are completed or otherwise terminated has adversely affected, and could
in the future adversely affect, our revenues and results of operations.
We provide a portion of our services for specific projects that generate revenues that terminate on
completion of a defined task. While we seek, wherever possible, on completion or termination of large projects,
to counterbalance periodic declines in revenues with new arrangements to provide services to the same client or
others, our inability to obtain sufficient new projects to counterbalance any decreases in such work may adversely
affect our future revenues and results of operations.
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A portion of our revenue is generated from projects which we characterize as recurring in nature. Projects
that we characterize as recurring are nevertheless subject to termination.
Our operating performance is materially dependent on the continuation of these projects. However, we
are exposed to risks where these projects could be terminated by our clients and we may not be able to replace
these terminated projects with new recurring projects with similar profitability or clients may ask for a price
reduction which could adversely affect our revenue and results of operations.
Our solutions for the MIS segment are sold pursuant to subscription agreements, and if subscription
clients elect either not to renew these agreements, or to renew these agreements for less expensive services,
our revenues and results of operations will be adversely affected.
Our MIS segment derives its revenues primarily from subscription arrangements. Our clients may
choose not to renew subscription agreements when they expire or may renew them at lower prices or for a
significantly narrower scope of work. If large numbers of existing subscription clients do not renew these
agreements, or renew these agreements on terms less favorable to us, and if we cannot replace or supplement
those non-renewals with new subscription agreements generating the same or greater level of revenue, our
revenues and results of operations will be adversely affected.
The Synodex and docGenix subsidiaries in our IADS segment have incurred significant losses since their
inception in 2011.
We have invested significant amounts in the Synodex and docGenix subsidiaries of our IADS segment.
Our cumulative investment net of revenues in these subsidiaries as of December 31, 2016 was $33.0 million,
consisting of $26.0 million in operating expenses and $7.0 million in capital expenditures. In the third quarter of
2013 we wrote off all the fixed assets of IADS, and we have expensed all investments in IADS since that date.
During 2016, these subsidiaries generated approximately $4.3 million in revenues and incurred a net loss of $1.8
million net of inter-segment profits. Our operations and financial condition will be adversely affected if IADS fails
to generate meaningful revenues and margins.
NNew acquisitions, joint ventures or strategic investments or partnerships could harm our operating results.
In July 2016, we acquired the Agility business from PR Newswire, comprised of the Agility and Agility
Plus products, pursuant to an asset purchase agreement. Agility is a global media contact database and email
distribution platform and Agility Plus provides additional self-service media monitoring and analytics
capabilities. In July 2014, we acquired MediaMiser Ltd., a Canada-based provider of automated, real-time
traditional and social media monitoring services, and in December 2014, we acquired intellectual property and
related assets of Bulldog Reporter from Sirius Information, Inc.
We may pursue additional acquisitions, joint ventures or engage in strategic investments or partnerships
to grow and enhance our capabilities. We cannot assure that we will successfully consummate any acquisitions
or joint ventures, or profit by strategic investments, or achieve desired financial and operating results. Further,
such activities involve a number of risks and challenges, including proper evaluation, diversion of
management’s attention and proper integration with our current business. Accordingly, we might fail to realize
the expected benefits or strategic objectives of any such venture we undertake. If we are unable to complete the
kind of acquisitions for which we plan, we may not be able to achieve our planned rates of growth, profitability
or competitive position in specific markets or services.
A large portion of our accounts receivable is payable by a limited number of clients; the inability of any of
these clients to pay its accounts receivable would adversely affect our results of operations.
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Several significant clients account for a large percentage of our accounts receivable. If any of these clients
were unable, or refused, for any reason, to pay our accounts receivable, our financial condition and results of
operations would be adversely affected. As of December 31, 2016, 52% or $5.2 million, of our accounts receivable
was due from three clients. See “Liquidity and Capital Resources.” In 2016 we deferred $750,000 of revenue from
one client that will be accounted for on a cash basis and we also recorded a $150,000 allowance for accounts
receivable from this client.
In addition, we evaluate the financial condition of our clients and usually bill and collect on relatively
short cycles. We maintain specific allowances against doubtful receivables. Actual losses on client balances
could differ from those that we currently anticipate and, as a result, we might need to adjust our allowances.
There is no guarantee that we will accurately assess the creditworthiness of our clients. Macroeconomic
conditions could also result in financial difficulties, including limited access to the credit markets, insolvency
or bankruptcy, for our clients, and, as a result, could cause clients to delay payments to us, request modifications
to their payment arrangements that could increase our receivables balance, or default on their payment
obligations to us. If we are unable to collect timely from our clients, our cash flows could be adversely affected.
Quarterly fluctuations in our revenues and results of operations could make financial forecasting difficult
and could negatively affect our stock price.
We have experienced, and expect to continue to experience, significant fluctuations in our quarterly
revenues and results of operations. During the past eight quarters, our net income ranged from a profit of
approximately $0.4 million in the third quarter of 2015 to a loss of approximately $2.8 million in the third quarter
of 2016.
We experience fluctuations in our revenue and earnings as we replace and begin new projects, which
may have some normal start-up delays, or we may be unable to replace a project entirely or on terms that are as
attractive to us as the project that is being replaced. These and other factors may contribute to fluctuations in our
results of operations from quarter to quarter.
A high percentage of our operating expenses, particularly personnel and rent, are relatively fixed in
advance of any particular quarter. As a result, unanticipated variations in the number and timing of our projects,
or in employee wage levels and utilization rates, may cause us to significantly underutilize our production capacity
and employees, resulting in significant variations in our operating results in any particular quarter, and have
resulted in losses.
The economic environment and pricing pressures could negatively impact our revenues and operating
results.
Due to the intense competition involved in outsourcing and information technology services, we
generally face pricing pressures from our clients. Our ability to maintain or increase pricing is restricted as
clients generally expect to receive volume discounts or special pricing incentives as we do more business with
them; moreover, our large clients may exercise pressure for discounts outside of agreed terms.
Our profitability could suffer if we are not able to maintain pricing on our existing projects and win new
projects at appropriate margins.
Our profit margin, and therefore our profitability, is dependent on the rates we are able to recover for
our services. If we are not able to maintain pricing on our existing services and win new projects at profitable
margins, or if we underestimate the costs or complexities of new projects and incur losses, our profitability
could suffer. The rates we are able to recover for our services are affected by a number of factors, including
competition, volume fluctuations, productivity of employees and processes, the value our client derives from
our services and general economic and political conditions.
13
If our pricing structures do not accurately anticipate the cost and complexity of performing our work,
then our contracts could be unprofitable.
We provide services either on a time-and-materials basis or on a fixed-price basis. Our pricing is highly
dependent on our internal forecasts and predictions about our projects, which might be based on limited data
and could turn out to be inaccurate. If we do not accurately estimate the costs and timing for completing projects,
our contracts could prove unprofitable for us or yield lower profit margins than anticipated.
We may not be able to obtain price increases that are necessary to offset the effect of wage inflation and
other government mandated cost increases.
We have experienced wage inflation and other government mandated cost increases in the Asian
countries where we have the majority of our operations. In addition, we may experience adverse fluctuations in
foreign currency exchange rates. These global events have put pressure on our profitability and our margins.
Although we have tried to partially offset wage increases, foreign currency fluctuations and other such increases
through price increases and improving our efficiency, we cannot ensure that we will be able to continue to do
so in the future, which would negatively impact our results of operations.
If our clients are not satisfied with our services, they may terminate our contracts with them or our
services, which could have an adverse impact on our business.
Our business model depends in large part on our ability to attract additional work from our base of
existing clients. Our business model also depends on relationships our account teams develop with our clients
so that we can understand our clients’ needs and deliver solutions and services that are tailored to those needs.
If a client is not satisfied with the quality of work performed by us, or with the type of services or solutions
delivered, then we could incur additional costs to address the situation, the profitability of that work might be
impaired, and the client’s dissatisfaction with our services could damage our ability to obtain additional work
from that client. In particular, clients that are not satisfied might seek to terminate existing contracts, which
would mean that we could incur costs for the services performed with no associated revenue upon termination
of a contract. This could also direct future business to our competitors. In addition, negative publicity related to
our client services or relationships, regardless of its accuracy, may further damage our business by affecting our
ability to compete for new contracts with current and prospective clients.
Our new clients may sunset their products because of lack of sufficient revenues or declining revenues,
and this may result in termination of our work for these clients.
As we obtain new opportunities and win new business, our clients may not generate the level of
revenues that we initially anticipated at the time of signing a contract with them, or our clients may experience
declining revenues with their existing products. This could be due to various reasons beyond our control, and it
could lead to termination of projects or contracts. As we normally invest in people or technology and incur other
costs in anticipation of revenues, any such deviation from our expected plan would impact our margins and
earnings.
Our business will suffer if we fail to develop new services and enhance our existing services in order to
keep pace with the rapidly evolving technological environment or provide new service offerings, which
may not succeed.
The information technology and consulting services industries are characterized by rapid technological
change, evolving industry standards, changing client preferences, new product and service introductions and
the emergence of new vendors with lean cost and flexible cost models. Our future success will depend on our
ability to develop solutions that keep pace with changes in the markets in which we provide services. We cannot
guarantee that we will be successful in developing new services, addressing evolving technologies on a timely
or cost-effective basis or, if these services are developed, that we will be successful in the marketplace. We also
cannot guarantee that we will be able to compete effectively with new vendors offering lean cost and flexible
cost models, or that products, services or technologies developed by others will not render our services non-
14
competitive or obsolete. Our failure to address these developments could have a material adverse effect on our
business, results of operations and financial condition.
We invest in developing and pursuing new service offerings from time to time. Our profitability could be
reduced if these services do not yield the profit margins we expect, or if the new service offerings do not
generate the planned revenues.
We have made and continue to make significant investments towards building-out new capabilities to
pursue growth. These investments increase our costs, and if these services do not yield the revenues or profit
margins we expect, and we are unable to grow our business and revenue proportionately, our profitability may
be reduced, or we may incur losses.
We depend on third-party technology in the provision of our services.
We rely upon certain software that we license from third parties, including software integrated with our
internally developed software used in the provision of our services. These third-party software licenses may not
continue to be available to us on commercially reasonable or competitive terms, if at all. The loss of, or inability
to maintain or obtain any of these software licenses, could result in delays in the provision of our services until
we develop, identify, license and integrate equivalent software. Any delay in the provision of our services could
damage our business and adversely affect our results of operations. In addition, for our Synodex and docGenix
subsidiaries of our IADS segment, we utilize third party data centers to serve our clients and generate revenue.
Any disruption in provision of services from these data centers could result in loss of revenue, client
dissatisfaction and loss of clients.
Our MIS segment relies on third parties to provide certain content and data for our solutions, and if
those third-parties discontinue providing their content, our revenue and results of operations could be
adversely affected.
Our MIS segment relies on third parties to provide or make available certain data for our information
databases and our news and social media monitoring service. These third parties may not renew agreements to
provide content to us or may increase the price they charge for their content. Additionally, the quality of the
content provided to us may not be acceptable to us and we may need to enter into agreements with additional
third parties. In the event we are unable to use such third-party content or are unable to enter into agreements
with new third parties, current clients may discontinue their relationship with us, and it may be difficult to
acquire new clients.
Our businesses are reliant on key employees, and we may face high attrition in our talent. We may not
be able to replace displaced talent with new talent on a timely basis or with equivalent skill sets.
We are reliant to a considerable degree on the continuing leadership of our Chief Executive Officer and
would be materially and adversely affected should he unexpectedly not be employed by us. In addition, our
businesses are subject to fierce competition for talent which could result in high attrition of our employees, or
we may not be able to find the requisite talent to operate our businesses. A significant increase in the attrition
rate among employees with specialized skills could decrease our operating efficiency and productivity. Our failure
to attract, train and retain personnel with the qualifications necessary to fulfill the needs of our existing and
future clients or to assimilate new employees successfully could have a material adverse effect on our business,
results of operations, financial condition and cash flows. In addition, fluctuations in our business may require
that we lay off employees with possible negative effects on employee morale. We try to minimize these risks
by actively promoting employee relationships and offering competitive salaries, but if we cannot mitigate these
risks, our business and our operating performance could be adversely affected.
15
We compete in highly competitive markets.
The markets for our services are highly competitive. Some of our competitors have longer operating
histories, significantly greater financial, human, technical and other resources and greater name recognition than
we do. If we fail to be competitive with these companies in the future, we may lose market share, which could
adversely affect our revenues and results of operations.
There are relatively few barriers preventing companies from competing. As a result, new market entrants
also pose a threat to our business. We also compete with in-house personnel at current and prospective clients,
who may attempt to duplicate our services using their own personnel. If we are not able to compete effectively,
our revenues and results of operations could be adversely affected.
We operate from multiple locations and our employees are very diverse so we have significant coordination
risks.
We are headquartered in Ridgefield Park, New Jersey, just outside New York City, and our Media
Intelligence business is headquartered in Ottawa, Canada and has an additional location in London, United
Kingdom. We have ten delivery centers in the Philippines, India, Sri Lanka, Canada, Germany, United Kingdom
and Israel. Our employees are geographically dispersed as well as culturally diverse. Our personnel need to
work together to successfully execute our business plans and we invest in various measures to improve
coordination and teamwork. Should we fail in these efforts our ability to execute our business plans may be
adversely affected.
Our intellectual property rights are valuable, and if we are unable to protect them or are subject to
intellectual property rights claims, our business may be harmed.
Our intellectual property rights include certain trademarks, trade secrets, domain name registrations, a
patent and patent applications. Although we take precautions to protect our intellectual property rights, these
efforts may not be sufficient or effective. In addition, various events outside of our control pose a threat to our
intellectual property rights as well as to our business. If we are unable to protect our intellectual property, we may
experience difficulties in achieving and maintaining brand recognition.
Disruptions in telecommunications, system failures, data corruption or virus attacks could harm our
ability to execute our global resource model, which could result in client dissatisfaction and a reduction
of our revenues.
We use a distributed global resource model. Our onshore workforce provides services from our United
States and Canada offices, as well as from client sites; and our offshore workforce provides services from our
nine offshore delivery centers in the Philippines, India, Sri Lanka, Germany, United Kingdom and Israel. Our
global facilities are linked with a telecommunications network that uses multiple service providers. We may not
be able to maintain active voice and data communications between our various facilities and our clients' sites at
all times due to disruptions in these networks, system failures, data corruption or virus attacks. Any significant
failure in our ability to communicate, or the availability of our platforms, could result in a disruption in our
business, which could hinder our performance, or our ability to complete client projects on time, or provide
services to our clients. This, in turn, could lead to client dissatisfaction and an adverse effect on our business,
results of operations and financial condition.
A material breach in security relating to our information systems could adversely affect us.
Even though we have implemented network security measures, our servers may be vulnerable to
computer viruses, cyber-attacks, break-ins and similar disruptions from unauthorized tampering. The
occurrence of any of the events described above could result in interruptions, delays, the loss or corruption of
data, cessations in the availability of systems or liability under privacy laws or contracts, each of which could
have a material adverse effect on our financial position and results of operations.
16
Governmental and client focus on data security could increase our costs of operations. In addition, any
incident in which we fail to protect our client’s information against security breaches may result in
monetary damages against us, and termination of our engagement by our client, and may adversely
impact our results of operations.
Certain laws and regulations regarding data privacy and security affecting our clients impose
requirements regarding the privacy and security of information maintained by these clients, as well as
notification to persons whose personal information is accessed by an unauthorized third party. As a result of
any continuing legislative initiatives and client demands, we may have to modify our operations with the goal
of further improving data security. The cost of compliance with these laws and regulations is high and is likely
to increase in the future. Any such modifications may result in increased expenses and operating complexity,
and we may be unable to increase the rates we charge for our services sufficiently to offset these increases. In
addition, as part of the service we perform, we have access to confidential client data, including sensitive
personal data. As a result, we are subject to numerous laws and regulations designed to protect this information.
We may also be bound by certain client agreements to use and disclose the confidential client information in a
manner consistent with the privacy standards under regulations applicable to such client. Any failure on our
part to comply with these laws and regulations can result in negative publicity and diversion of management
time and effort and may subject us to significant liabilities and other penalties.
If client confidential information is inappropriately disclosed due to a breach of our computer systems,
system failures or otherwise, or if any person, including any of our employees, negligently disregards or
intentionally breaches controls or procedures with which we are responsible for complying with respect to such
data or otherwise mismanages or misappropriates that data, we may have substantial liabilities to our clients.
Any incidents with respect to the handling of such information could subject us to litigation or indemnification
claims with our clients and other parties. In addition, any breach or alleged breach of our confidentiality
agreements with our clients may result in termination of their engagements, resulting in associated loss of
revenue and increased costs.
Our international operations subject us to risks inherent in doing business on an international level, any of
which could increase our costs and hinder our growth.
The major part of our operations is carried on in the Philippines, India, Sri Lanka, Israel, United Kingdom,
Canada and Germany, while our headquarters are in the United States, and our clients are primarily located in
North America and Europe. While we do not depend on significant revenues from sources internal to the Asian
countries in which we operate, we are nevertheless subject to certain adverse economic factors relating to overseas
economies generally, including inflation, external debt, a negative balance of trade and underemployment. In
certain of the countries in which we operate tax authorities may exercise significant discretionary and arbitrary
powers to make tax demands or decline to refund payments that may be due to us as per tax returns. Other risks
associated with our international business activities include:
• difficulties in staffing international projects and managing international operations, including overcoming
logistical and communications challenges;
• local competition, particularly in the Philippines, India and Sri Lanka;
• imposition of public sector controls;
• trade and tariff restrictions;
• price or exchange controls;
• currency control regulations;
17
• foreign tax consequences;
• data privacy laws and regulation;
• labor disputes and related litigation and liability;
• intellectual property laws and enforcement practices;
• limitations on repatriation of earnings; and
• changing laws and regulations, occasionally with retroactive effect.
One or more of these factors could adversely affect our business and results of operations.
Our international business is subject to applicable laws and regulations relating to foreign corrupt
practices, the violation of which could adversely affect our operations.
We must comply with all applicable anti-bribery laws and regulations of the U.S. and other jurisdictions
where we operate. For example, we are subject to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery
Act relating to corrupt and illegal payments to government officials and others. Although we have policies and
controls in place that are designed to ensure compliance with these laws and regulations, it is possible that an
employee or an agent acting on our behalf could fail to comply with applicable laws and regulations, and due
to the complex nature of the risks, it may not always be possible for us to ascertain compliance with such laws
and regulations. In such event, we could be exposed to civil penalties, criminal penalties and other sanctions,
including fines or other unintended punitive actions, and we could incur substantial legal fees and related
expenses. In the now completed internal investigation referred to under “Recent Development” we incurred
approximately $1.6 million in legal fees and related expenses. In addition, such violations could damage our
business and/or our reputation. All of the foregoing could have a material adverse effect on our financial
condition and operating results.
Our international operations subject us to currency exchange fluctuations, which could adversely affect our
results of operations.
Although most of our revenues are denominated in U.S. dollars, a significant portion of our revenues is
denominated in Canadian dollars, Pound Sterling and Euros. In addition, a significant portion of our expenses,
primarily labor expenses in the Philippines, India, Sri Lanka, Germany, Canada, United Kingdom and Israel, is
incurred in the local currencies of the countries in which we operate. For financial reporting purposes, we translate
all non-U.S. denominated transactions into U.S. dollars in accordance with accounting principles generally
accepted in the United States. Thus, we are exposed to the risk that fluctuations in the value of these currencies
relative to the U.S. dollar could have a direct impact on our revenues and our results of operations.
By way of example, the value of the Euro and the Canadian dollar against the U.S. dollar declined
significantly in 2015. Similarly, the Philippines and India have at times experienced high rates of inflation as well
as major fluctuations in the exchange rate between the Philippine peso and the U.S. dollar and the Indian rupee
and the U.S. dollar. Although we selectively undertake hedging activities to mitigate certain of these risks, our
hedging activities may not be effective and may result in losses.
Fluctuations in exchange rates also affect the value of funds held by our foreign subsidiaries. We do not
currently intend to hedge these assets.
In the event that the government of India, the Philippines or the government of another country changes
its tax policies, rules and regulations, our tax expense may increase and affect our effective tax rates.
18
We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. We are subject to
the continual examination by tax authorities in India and in the Philippines, and the Company assesses the
likelihood of outcomes resulting from these examinations to determine the adequacy of its provision for income
taxes. Although we believe our tax estimates are reasonable, the final determination of tax audits could be
materially different from what is reflected in historical income tax and indirect tax provisions and accruals, and
could result in a material effect on the Company’s income tax provision, indirect tax expenses, net income or
cash flows in the period or periods for which that determination is made. If additional taxes are assessed, it
could have an adverse impact on our financial results.
In addition, changes in the tax rates, tax laws or the interpretation of tax laws in the jurisdiction where
we operate, could affect our future results of operations.
In 2015, our Indian subsidiary was subject to an inquiry by the Service Tax Bureau in India regarding
the classification of services provided by this subsidiary, asserting that the services provided by this subsidiary
fall under the category of online information and database access or retrieval services (OID Services), and not
under the category of business support services (BS Services) that are exempt from service tax as historically
indicated in our service tax filings. In the event the Service Tax Bureau is successful in proving that our services
fall under the category of OID Services, the revenue earned by our Indian subsidiary would be subject to a
service tax of approximately 14.5% and this would increase our operating costs. The revenues of our Indian
subsidiary in 2016 were $16.8 million. We disagree with the Service Tax Bureau’s position and contest these
assertions vigorously.
In 2016, our Indian subsidiary received notices of appeal from the Commissioner, Service Tax, seeking
to reverse service tax refunds previously granted to us for certain quarters in 2014, asserting that the services
provided by this subsidiary fall under the category of OID Services and not BS Services. We disagree with the
basis of these appeals and are contesting them vigorously. We expect delays in receiving service tax refunds
until the appeals are adjudicated with finality.
Our operating results may be adversely affected by our use of derivative financial instruments.
We have entered into a series of foreign currency forward contracts that are designated as cash flow
hedges. These contracts are intended to partially offset the impact of the movement of the exchange rates on
future operating costs of our Asian subsidiaries. The hedging strategies that we have implemented or may
implement to mitigate foreign currency exchange rate risks may not reduce or completely offset our exposure
to foreign exchange rate fluctuations and may expose our business to unexpected market, operational and
counterparty credit risks. Accordingly, we may incur losses from our use of derivative financial instruments
that could have a material adverse effect on our business, results of operations and financial condition.
Regulations of the Internal Revenue Service may impose significant U.S. income taxes on our subsidiaries
in the Philippines.
Our subsidiaries incorporated in the Philippines were domesticated in Delaware as limited liability
companies. In August 2004, the Internal Revenue Service promulgated regulations, effective August 12, 2004,
that treat certain companies incorporated in foreign jurisdictions and also domesticated as Delaware limited
liability companies as U.S. corporations for U.S. federal income tax purposes. We have effected certain filings
with the Secretary of State of the State of Delaware to ensure that these subsidiaries are no longer domesticated in
Delaware. As a result, commencing January 1, 2005, these subsidiaries are no longer treated as U.S. corporations
for U.S. federal income tax purposes under the regulations, and furthermore, are not subject to U.S. federal income
taxes commencing as of such date.
In the preamble to such regulations, the IRS expressed its view that dual-registered companies described
in the preceding paragraph are also treated as U.S. corporations for U.S. federal income tax purposes for periods
prior to August 12, 2004. In 2006, the IRS issued its final regulations, stating that neither the temporary regulations
19
nor these final regulations are retroactive. Further, additional guidance was released by the IRS which clarified
that the regulations upon which we relied were not binding on pre-existing entities until May 2006. For periods
prior to this date (i.e., prior to August 12, 2004) these final regulations apply, and the classification of dually
chartered entities is governed by the pre-existing regulations. As such, we believe that our historic treatment of
these subsidiaries as not having been required to pay taxes in the United States for the period prior to August 12,
2004 is correct, and we have made no provision for U.S. taxes in our financial statements for these entities for the
periods prior to August 12, 2004.
However, we cannot guarantee that the Internal Revenue Service will not assert other positions with
respect to the foregoing matters, including positions with respect to our treatment of the tax consequences of the
termination of the status of our Philippine subsidiaries as Delaware limited liability companies that, if successful,
could increase materially our liability for U.S. federal income taxes.
If tax authorities in any of the jurisdictions in which we operate contest the manner in which we allocate
our profits, our net income could decrease.
A significant portion of the services we provide to our clients are provided by our Asian subsidiaries
located in different jurisdictions. Tax authorities in some of these jurisdictions have from time to time challenged
the manner in which we allocate our profits among our subsidiaries, and we may not prevail in this type of
challenge. If such a challenge were successful, our worldwide effective tax rate could increase, thereby decreasing
our net income.
An expiration or termination of our preferential tax rate incentives could adversely affect our results of
operations.
Certain of our foreign subsidiaries are subject to preferential tax rates or enjoy tax subsidies from the
government. In addition, one of our foreign subsidiaries enjoys a tax holiday. These tax incentives provide that
we pay reduced income taxes in those jurisdictions for a fixed period of time that varies depending on the
jurisdiction, or they may result in lowering our expenses. An expiration or termination of these incentives could
substantially increase our worldwide effective tax rate, or increase our tax expense, thereby decreasing our net
income and adversely affecting our results of operations.
Our earnings may be adversely affected if we change our intent not to repatriate our foreign earnings
or if such earnings become subject to U.S. tax on a current basis.
Unremitted earnings of foreign subsidiaries that aggregated $31.6 million at December 31, 2016, except
for $4.2 million in projected deemed dividend described below, have been included in the consolidated financial
statements without giving effect to United States income taxes because as of December 31, 2016 we have no
intent to remit these earnings to the United States. If we change our intent, we would be subject to United States
income taxes on these earnings to the extent not offset by foreign tax credits.
In order to preserve cash in the United States, for the year 2016 the U.S. entity deferred $4.2 million in
payments due to its Asian operating subsidiaries, which resulted in a deemed dividend that is taxable income
for U.S. tax purposes under Section 956 of the Internal Revenue Code. The taxable income was set off against
the net operating loss carryforwards of the U.S. entity.
The Company projects that during the period from 2017 through 2018 the U.S. entity may not have
sufficient cash to pay in full amounts that will be payable by it to the Company’s Asian operating subsidiaries and
that the cash deficit will amount to approximately $7.0 million. The resulting deferral in payments would result in
a deemed dividend that would be taxable income to the U.S. entity and would be set off against its net operating
loss carryforwards. The Company adjusted its deferred tax assets and the corresponding valuation allowance as
of December 31, 2016 to reflect the projected deferral in payments.
20
AAnti-outsourcing legislation, if adopted, could adversely affect our business, financial condition and results of
operations and impair our ability to service our clients.
The issue of outsourcing of services abroad by U.S. companies is a topic of political discussion in the
United States. Measures aimed at limiting or restricting outsourcing by U.S. companies are under discussion in
Congress and in numerous state legislatures. While no substantive anti-outsourcing legislation has been
introduced to date, given the ongoing debate over this issue, the introduction of such legislation is possible. If
introduced, our business, financial condition and results of operations could be adversely affected and our ability
to service our clients could be impaired.
Our growth could be hindered by visa restrictions.
Occasionally, we have employees from our other facilities visit or transfer to the United States to meet
our clients or work on projects at a client’s site. Any visa restrictions or new legislation putting a restriction on
issuing visas could affect our business.
Immigration and visa laws and regulations in the United States and other countries are subject to
legislative and administrative changes as well as changes in the application of standards. Immigration and visa
laws and regulations can be significantly affected by political forces and levels of economic activity. Our
international expansion strategy and our business, results of operations and financial condition may be
materially adversely affected if legislative or administrative changes to immigration or visa laws and regulations
impair our ability to staff projects with our professionals who are not citizens of the country where the work is
to be performed.
Political uncertainty, political unrest, terrorism, and natural calamities in the Philippines, India, Sri
Lanka and Israel could adversely affect business conditions in those regions, which in turn could disrupt
our business and adversely impact our results of operations and financial condition.
We conduct the majority of our production operations in the Philippines, India, Sri Lanka and
Israel. These countries and regions remain vulnerable to disruptions from political uncertainty, political unrest,
terrorist acts, and natural calamities.
Any damage to our network and/or information systems would damage our ability to provide services,
in whole or in part, and/or otherwise damage our operations and could have an adverse effect on our business,
financial condition or results of operations. Further, political tensions and escalation of hostilities in any of these
countries could adversely affect our operations in these countries and therefore adversely affect our revenues
and results of operations.
We have significant amounts of cash and cash equivalents and short term investments that are held by
our operating foreign subsidiaries located in Asia. Any political uncertainly, unrest, disruption or natural
calamities in any of these countries may restrict our access to these assets, which in turn could disrupt our
business and financial condition.
Terrorist attacks or a war could adversely affect our results of operations.
Terrorist attacks and other acts of violence or war could affect us or our clients by disrupting normal
business practices for extended periods of time and reducing business confidence. In addition, acts of violence or
war may make travel more difficult and may effectively curtail our ability to serve our clients' needs, any of which
could adversely affect our results of operations.
We may face various risks associated with shareholder activists or shareholder demands for better
performance.
21
There is no assurance that we will not be subject to shareholder activism or demands. Such activities
could interfere with our ability to execute our strategic plan, be costly and time-consuming, disrupt our
operations, and divert the attention of management and our employees.
We are the subject of continuing litigation, including litigation by certain of our former employees.
In 2008, the Supreme Court of the Republic of the Philippines refused to review a decision of the Court
of Appeals in Manila against a Philippines subsidiary of the Company that is inactive and has no material assets,
and purportedly also against Innodata Inc. that orders the reinstatement of certain former employees of the
subsidiary to their former positions and also orders the payment of back wages and benefits that aggregate
approximately $8.0 million. Based on consultation with legal counsel, we believe that financial recovery against
Innodata Inc. is nevertheless unlikely.
We are also subject to various other legal proceedings and claims that arise in the ordinary course of
business.
While we currently believe that the ultimate outcome of these proceedings will not have a material
adverse effect on our financial position or overall trends in results of operations, litigation is subject to inherent
uncertainties. Substantial recovery against us in the above-referenced Philippines action could have a material
adverse impact on us, and unfavorable rulings or recoveries in the other proceedings could have a material
adverse impact on the operating results of the period in which the ruling or recovery occurs. In addition, our
estimate of potential impact on our financial position or overall results of operations for the above legal
proceedings could change in the future. See “Legal Proceedings.”
Our reputation could be damaged or our profitability could suffer if we do not meet the controls and
procedures in respect of the services and solutions we provide to our clients, or if we contribute to our
clients’ internal control deficiencies.
Our clients may perform audits or require us to perform audits, provide audit reports or obtain
certifications with respect to the controls and procedures that we use in the performance of services for such
clients, especially when we process data or information belonging to them. Our ability to acquire new clients
and retain existing clients may be adversely affected and our reputation could be harmed if we receive a
qualified opinion, or if we cannot obtain an appropriate certification or opinion with respect to our controls and
procedures in connection with any such audit in a timely manner. Additionally, our profitability could suffer if
our controls and procedures were to fail or to impair our client’s ability to comply with its own internal control
requirements.
New and changing corporate governance and public disclosure requirements add uncertainty to our
compliance policies and increase our costs of compliance.
Changing laws, regulations and standards relating to accounting, corporate governance and public
disclosure, including the Sarbanes-Oxley Act of 2002, other SEC regulations, and the NASDAQ Stock Market
rules, are creating uncertainty for companies like ours. These laws, regulations and standards may lack specificity
and are subject to varying interpretations. Their application in practice may evolve over time, as new guidance is
provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance
matters and higher costs of compliance as a result of ongoing revisions to such corporate governance standards.
Although we are committed to maintaining high standards of corporate governance and public disclosure,
and complying with evolving laws, regulations and standards, if we fail to comply with new or changed laws,
regulations or standards of corporate governance, our business and reputation may be harmed.
22
It is unlikely that we will pay dividends.
We have not paid any cash dividends since our inception and do not anticipate paying any cash dividends
in the foreseeable future. We expect that our earnings, if any, will be used to finance our growth.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our services are primarily performed from our Ridgefield, New Jersey headquarters and ten overseas
delivery centers in the Philippines, India, Sri Lanka, Canada, Germany, United Kingdom and Israel, all of which
are leased. The square footage of all our leased properties totals approximately 308,000.
In addition, we may need to lease additional property in the future. We believe that we will be able to
obtain suitable additional facilities on commercially reasonable terms on an “as needed” basis.
Item 3. Legal Proceedings.
In 2008, the Supreme Court of the Republic of the Philippines refused to review a decision of the Court
of Appeals in Manila against a Philippine subsidiary of the Company that is inactive and has no material assets,
and purportedly also against Innodata Inc. that orders the reinstatement of certain former employees of the
subsidiary to their former positions and also orders the payment of back wages and benefits that aggregate
approximately $8.0 million. Based on consultation with legal counsel, we believe that financial recovery against
Innodata Inc. is nevertheless unlikely.
The Court of Appeals decision was rendered in Case Nos. CA-G.R. SP No. 93295 Innodata Employees
Association (IDEA), Eleanor Tolentino, et al. vs. Innodata Philippines, Inc., et al., and CA-G.R. SP No. 90538
Innodata Philippines, Inc. vs. Honorable Acting Secretary Manuel G. Imson, et al. 28 June 2007). Matters
relating to execution of this decision are on file with the Department of Labor and Employment National Labor
Relations Commission, Republic of the Philippines (NLRC-NCR-Case No.07-04713-2002, et al., Innodata
Employees Association (IDEA) and Eleanor A. Tolentino, et al. vs. Innodata Philippines, Inc., et al), and the
Department of Labor and Employment Office of the Secretary of Labor and Employment, Republic of the
Philippines (Case No. OS-AJ-0015-2001, In Re: Labor Dispute at Innodata Philippines, Inc.).
We are 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 our financial position or overall trends in results of operations, litigation is subject to
inherent uncertainties. Substantial recovery against us in the above referenced Philippines action could have a
material adverse impact on us, and unfavorable rulings or recoveries in the other proceedings could have a
material adverse impact on the operating results of the period in which the ruling or recovery occurs.
Item 4. Mine Safety Disclosures.
None.
23
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Innodata Inc. (the “Company”) Common Stock is quoted on The Nasdaq Stock Market LLC under the
symbol “INOD.” On February 14, 2017, there were 78 stockholders of record of the Company’s Common Stock
based on information provided by the Company's transfer agent. Virtually all of the Company’s publicly held
shares are held in “street name” and the Company believes the actual number of beneficial holders of its
Common Stock to be 2,210.
The following table sets forth the high and low sales prices on a quarterly basis for the Company's
Common Stock, as reported on Nasdaq, for the two years ended December 31, 2016.
Common Stock
Sale Prices
High
Low
2015
First Quarter
$
3.05
$
2.45
Second Quarter
Third Quarter
Fourth Quarter
2.80
2.66
2.96
2.55
2.21
2.11
2016
High
Low
First Quarter
$
2.83
$
2.21
Second Quarter
Third Quarter
Fourth Quarter
2.50
2.80
2.59
2.16
2.15
1.90
Dividends
The Company has never paid cash dividends on its Common Stock and does not anticipate that it will
do so in the foreseeable future. The future payment of dividends, if any, on the Common Stock is within the
discretion of the Board of Directors and will depend on the Company's earnings, its capital requirements and
financial condition and other relevant factors.
24
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth the aggregate information for the Company's equity compensation plans
in effect as of December 31, 2016:
Number of
Securities to be Issued Weighted-Average
Exercise Price of
Upon Exercise of
Outstanding Options, Outstanding Options,
Warrants and Rights Warrants and Rights
(a)
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(c)
5,169,169
$ 2.88
5,245,836
-
-
-
Plan Category
Equity compensation plans
approved by security holders (1)
Equity compensation plans
not approved by security
holders
Total
5,169,169
$ 2.88
5,245,836
(1) 2013 Stock Plan, approved by the stockholders, see Note 10 to Consolidated Financial Statements,
contained elsewhere herein.
Purchase of Equity Securities
In September 2011, our Board of Directors authorized the repurchase of up to $2.0 million of our common
stock in open market or private transactions. There is no expiration date associated with the program.
We did not repurchase any shares of our common stock during the fourth quarter of 2016. As of December
31, 2016, we had repurchased approximately 137,000 shares of our common stock under this authorization, for
a total cost of approximately $0.3 million.
We did not have any sales of unregistered equity securities during the three months ended December 31,
2016.
Item 6. Selected Financial Data.
The following table sets forth our selected consolidated historical financial data as of the dates and for
the periods indicated. Our selected consolidated financial data set forth below as of December 31, 2016 and
2015 and for each of the three years in the period ended December 31, 2016 has been derived from the audited
financial statements included elsewhere herein. Our selected consolidated financial data set forth below as of
December 31, 2014, 2013 and 2012 and for the years ended December 31, 2013 and 2012 are derived from our
audited financial statements not included elsewhere herein. Our selected consolidated financial information for
2016, 2015 and 2014 should be read in conjunction with the Consolidated Financial Statements and the Notes
and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” which
are included elsewhere in this Annual Report on Form 10-K.
25
26
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our consolidated financial statements and
the related notes included elsewhere in this report. In addition to historical information, this discussion includes
forward-looking information that involves risks and assumptions which could cause actual results to differ
materially from management’s expectations. See “Forward-Looking Statements” included elsewhere in this
report.
Executive Overview
We are a global digital services and solution company. We operate in three reporting segments: Digital
Data Solutions (DDS), Innodata Advanced Data Solutions (IADS) and Media Intelligence Solutions (MIS).
The following table sets forth, for the period indicated, certain financial data expressed for the three years
ended December 31, 2016:
(Dollars in millions)
2016
% of revenue
2015
% of revenue
2014
% of revenue
Years Ended December 31,
Revenues
Direct operating costs
Selling and administrative expenses
Change in fair value of contingent consideration
Impairment charge
Loss from operations
Other income
Loss before provision for
income taxes
Provision for income taxes
Net loss
Loss attributable to non-controlling interest
$
63.1
47.2
19.5
1.1
-
(4.7)
-
(4.7)
1.2
(5.9)
0.4
100.0%
74.8%
30.9%
1.7%
0.0%
-7.4%
$
58.5
43.9
16.8
-
-
(2.2)
-
100.0%
75.1%
28.7%
0.0%
0.0%
-3.8%
$
59.1
43.9
16.4
-
0.4
(1.6)
(0.1)
100.0%
74.3%
27.7%
0.0%
0.7%
-2.7%
(2.2)
1.2
(3.4)
0.6
(1.5)
0.4
(1.9)
0.9
Net loss attributable to Innodata Inc. and Subsidiaries
$
(5.5)
$
(2.8)
$
(1.0)
Revenues
In our DDS segment, we recognize revenues based on the quantity delivered or resources utilized and
in the period in which the services are performed and delivery has occurred. Revenues for contracts billed on a
time-and-materials basis are recognized as services are performed. Revenues under fixed-fee contracts, which
are not significant to the overall revenues, are recognized on the percentage of completion method of
accounting, as services are performed or milestones are achieved.
In our IADS segment we recognize revenues primarily based on the quantity delivered, and the period in
which services are performed and deliverables are made as per contracts. A portion of our IADS segment revenue
is derived from licensing our software and providing access to our hosted software platform. Revenue from such
services are recognized monthly when access to the service is provided to the end user and there are no significant
remaining obligations, persuasive evidence of an arrangement exists, the fees are fixed or determinable and
collection is reasonably assured.
Our MIS segment derives its revenues primarily from subscription arrangements and provision of
enriched media analysis services. Revenue from subscriptions are recognized monthly when access to the
service is provided to the end user and there are no significant remaining obligations, persuasive evidence of an
27
arrangement exists, the fees are fixed or determinable, and collection is reasonably assured. Revenues from
enriched media analysis services are recognized when the services are performed and delivered to the client.
We consider US GAAP standard accounting criteria for determining whether to report revenue gross
as a principal versus net as an agent. Factors considered include whether we are the primary obligor, have risks
and rewards of ownership, and bear the risk that a client may not pay for the services performed. If there are
circumstances where the above criteria are not met and therefore we are not the principal in providing services,
amounts received from clients are presented net of payments in the consolidated statements of operations and
comprehensive loss.
Revenues include reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket
expenses included in direct operating costs.
Direct Operating Costs
Direct operating costs consist of direct payroll, occupancy costs, data center hosting fees, content
acquisition costs, depreciation and amortization, travel, telecommunications, computer services and supplies,
realized gain (loss) on forward contracts, foreign currency revaluation gain (loss), and other direct expenses that
are incurred in providing services to our clients.
Selling and Administrative Expenses
Selling and administrative expenses consist of management and administrative salaries, sales and
marketing costs including commissions, new services research and related software development, third-party
software, advertising and trade conferences, professional fees and consultant costs, and other administrative
overhead costs.
Adjusted EBITDA Performance Metric
In addition to measures of financial performance presented in our consolidated financial statements, we
monitor “Adjusted EBITDA” to help us evaluate our ongoing operating performance including our ability to
operate the business effectively.
We define Adjusted EBITDA as net income (loss) attributable to Innodata Inc. and subsidiaries in
accordance with GAAP before income taxes, depreciation, amortization of intangible assets, impairment charges,
changes in fair value of contingent consideration, stock-based compensation, loss attributable to non-controlling
interests and interest income (expense).
We believe Adjusted EBITDA is useful to our management and investors in evaluating our operating
performance and for financial and operational decision-making purposes. In particular, it facilitates comparisons
of the core operating performance of our Company from period to period on a consistent basis and helps us to
identify underlying trends in our business. We believe it provides useful information about our operating results,
enhances the overall understanding of our past performance and future prospects and allows for greater
transparency with respect to key metrics used by the management in our financial and operational decision-
making. We use this measure to establish operational goals for managing our business and evaluating our
performance.
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a
substitute for results reported under GAAP. Some of these limitations are:
(cid:120) Adjusted EBITDA does not reflect tax payments, and such payments reflect a reduction in cash
available to us;
28
(cid:120) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs and
for our cash expenditures or future requirements for capital expenditures or contractual commitments;
(cid:120) Adjusted EBITDA excludes the potential dilutive impact of stock-based compensation expense related
to our workforce, interest income (expense) and net loss attributable to non-controlling interests, and
these items may represent a reduction or increase in cash available to us;
(cid:120) Although depreciation and amortization are non-cash charges, the assets being depreciated and
amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital
expenditure requirements for such replacements or for new capital expenditure requirements; and
(cid:120) Other companies, including companies in our own industry, may calculate Adjusted EBITDA
differently from our calculation, limiting its usefulness as a comparative measure.
Adjusted EBITDA should be considered as a supplement to, and not as a substitute for or superior to,
GAAP net income.
The following table shows reconciliation from net loss to Adjusted EBITDA for the periods presented (in
thousands):
Adjusted EBITDA:
Net loss attributable to Innodata Inc. and Subsidiaries
Depreciation and amortization
Stock-based compensation
Impairment charges
Provision for income taxes
Change in fair value of contingent consideration
Interest expense (income), net
Non-controlling interest
Adjusted EBITDA
Recent Development
Years Ended December 31
2015
2016
$
$
2014
$
(5,524)
3,195
1,162
-
1,126
1,038
63
(387)
673
(2,826)
2,773
1,326
-
1,203
-
(31)
(558)
1,887
(974)
3,046
1,156
374
406
-
(95)
(952)
2,961
$
$
$
As previously reported, during the first quarter of 2016 the Company became aware of certain
potentially improper payments and related transactions made by or at the direction of certain foreign employees
of a foreign subsidiary in connection with the inspection of the subsidiary’s compliance with local employment-
related tax requirements. The Audit Committee conducted an internal investigation into this matter with the
assistance of independent counsel and other professionals, and voluntarily contacted the U.S. Department of
Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) to advise them of the internal
investigation. The DOJ and the SEC have advised the Company that they have closed their inquiry into the
matter.
Results of Operations
Year Ended December 31, 2016 Compared to the Year Ended December 31, 2015
Revenues
Total revenues were $63.1 million for the year ended December 31, 2016, an 8% increase from $58.5
million for the year ended December 31, 2015.
Revenues from the DDS segment were $50.7 million and $51.7 million for the years ended December
31, 2016 and 2015, respectively, a decline of $1.0 million or approximately 2%. The decline was on account
29
of reduced volume from a key e-book client and a combination of lower volume and pricing concessions
extended to another key client for certain projects. The decline was partially offset by an increase in revenue
primarily attributable to a ramp-up on new projects for a European publisher and a ramp-up for two new
customers, one for whom services began in the fourth quarter of 2015 and for other services began in the fourth
quarter of 2016. In 2016 we deferred $750,000 of revenue from one client that will be accounted for on a cash
basis. No revenue was deferred for this client in 2015.
Revenues from the IADS segment were $4.3 million and $2.1 million for the years ended December
31, 2016 and 2015, respectively, an increase of $2.2 million or approximately 105%. The increase primarily
reflects additional volume from Synodex clients.
Revenues from the MIS segment were $8.1 million and $4.7 million for the year ended December 31,
2016 and 2015, respectively, an increase of $3.4 million or approximately 72%. The increase is attributable to
revenue of Agility from the date of its acquisition in July 2016.
Two clients in the DDS segment generated approximately 31%, 33% and 31% of the Company’s total
revenues in the fiscal years ended December 31, 2016, 2015 and 2014, respectively. Another client in the DDS
segment accounted for less than 10% of the Company’s total revenues for the years ended December 31, 2016 and
2015 but accounted for 10% of the Company’s total revenues for the year ended December 31, 2014. No other
client accounted for 10% or more of total revenues during these periods. Further, in the years ended December 31,
2016, 2015 and 2014, revenues from non-US clients accounted for 49%, 51% and 47%, respectively, of the
Company's revenues.
Direct Operating Costs
Direct operating costs were approximately $47.2 million and $43.9 million for the years ended
December 31, 2016 and 2015, respectively, an increase of $3.3 million or approximately 8%.
Direct operating costs for the DDS segment were $37.9 million and $37.0 million for the years ended
December 31, 2016 and 2015, respectively, an increase of $0.9 million or approximately 2%. The increase in
direct operating costs primarily reflects $150,000 of costs incurred in connection with the now completed
internal investigation referred to under “Recent Development”, an increase in labor costs and the impact of
foreign exchange losses on account of the strengthening of the U.S. dollar. Direct operating costs for the DDS
segment as a percentage of DDS segment revenues were 75% for the year ended December 31, 2016 compared
to 72% for the year ended December 31, 2015. The increase in direct operating costs as a percentage of DDS
segment revenues primarily reflects an increase in DDS segment direct operating costs relative to an increase
in revenues.
Direct operating costs for the IADS segment were approximately $4.9 million and $4.3 million for the
respective periods, net of intersegment profits, an increase of $0.6 million or 14%. The increase in direct operating
costs for the IADS segment primarily reflects an increase in production headcount. Direct operating costs for the
IADS segment as a percentage of IADS segment revenues were 113% and 201% for the years ended December
31, 2016 and 2015, respectively. The decrease in direct operating costs as a percentage of IADS segment
revenues was principally attributable to the 106% increase in IADS revenues.
Direct operating costs for the MIS segment were approximately $4.4 million and $2.6 million, net of
intersegment profit, for the years ended December 31, 2016 and 2015, respectively, an increase of $1.8 million,
or 69%. The increase in direct operating costs was on account of new hire costs, an increase in content acquisition
costs, and costs of Agility recorded from the date of its acquisition in July 2016. Included in Agility related costs
are one-time restructuring and integration costs amounting to $150,000. Direct operating costs for the MIS
segment as a percentage of MIS segment revenues were 55% for each of the years ended December 31, 2016
and 2015.
30
Selling and Administrative Expenses
Selling and administrative expenses were $19.5 million for the year ended December 31, 2016 compared
to $16.8 million for the year ended December 31, 2015, an increase of $2.7 million or approximately 16%. Selling
and administrative expenses as a percentage of total revenues were 31% and 29% for the years ended December
31, 2016 and 2015, respectively.
Selling and administrative expenses for the DDS segment were $13.5 million and $11.9 million in these
respective periods, an increase of $1.6 million or 13%. The increase primarily reflects $1.5 million of legal,
professional and other costs in connection with the now completed internal investigation referred to under “Recent
Development”, new hire costs and a $150,000 allowance for accounts receivable from the client mentioned in the
second paragraph under “Revenues”. Selling and administrative expenses for the DDS segment as a percentage of
DDS segment revenues increased to 26% for the year ended December 31, 2016 from 23% for the year ended
December 31, 2015. This increase as a percentage of revenues was caused by the increase in selling and
administrative expense relative to the increase in DDS segment revenues.
Selling and administrative expenses for the IADS segment for the respective periods were $1.2 million
and $1.6 million, net of intersegment profits, a decline of $0.4 million or 25%. The decrease in selling and
administrative expenses is on account of cost optimization. Selling and administrative expenses for the IADS
segment as a percentage of IADS segment revenues decreased to 28% for the year ended December 31, 2016
compared to 73% for the year ended December 31, 2015. The decrease in selling and administrative expenses as
a percentage of IADS segment revenues was principally attributable to the 106% increase in IADS revenues.
Selling and administrative costs for the MIS segment were $4.8 million and $3.3 million for the year
ended December 31, 2016 and 2015, respectively. The increase reflects selling and administrative costs of Agility
including $250,000 of one–time restructuring and integration costs, new hire costs in MediaMiser and $150,000
of one-time legal and other expenses for the Agility acquisition. Selling and administrative expenses for the MIS
segment as a percentage of MIS segment revenues declined to 60% for the year ended December 31, 2016 from
71% for the year ended December 31, 2015. This decline reflects synergies from the acquisition and integration
of the Agility business with that of MediaMiser.
Contingent Consideration
On September 30, 2016, we and the other parties involved in the acquisition of MediaMiser amended the
terms on which one of our subsidiaries 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. We have the option to pay up to 70% of the
supplemental amount in shares of Innodata Inc. stock. We recorded a $1.0 million charge in our statement of
operations for the third quarter of 2016 to reflect the amendment.
Taxes
We recorded a provision for income taxes of approximately $1.1 million and $1.2 million for the years
ended December 31, 2016 and 2015, respectively. Taxes primarily consist of a provision for foreign taxes recorded
in accordance with the local tax regulations by our foreign subsidiaries. Effective income tax rates are
disproportionate due to the losses incurred by our U.S. entity and our Canadian subsidiary and a valuation
allowance recorded on deferred taxes on these entities. Some of our foreign subsidiaries are subject to tax holidays
or preferential tax rates which reduce our overall effective tax rate when compared to the U.S. statutory tax rate.
In addition, the earnings of our foreign subsidiaries are not subject to tax in the U.S. unless the earnings are
repatriated.
31
For the year ended December 31, 2016, the provision for income taxes recorded by our foreign
subsidiaries was partially offset by a reversal of a tax provision on account of a favorable outcome in one of the
tax proceedings of our Indian subsidiary. For the year ended December 31, 2015, the provision for income taxes
recorded by our foreign subsidiaries was partially offset by a reversal of a tax provision on account of a favorable
outcome in two of the tax proceedings of our Indian subsidiary.
At December 31, 2016, MediaMiser had available net operating loss carryforwards in Canada which
will begin to expire in 2028. In addition, MediaMiser also has research and development expenditures available
to reduce taxable income in future years, which may be carried forward indefinitely. The potential benefits from
these balances have not been recognized for financial statement purposes.
We indefinitely reinvest the foreign earnings in our foreign subsidiaries. Unremitted earnings of foreign
subsidiaries have been included in the consolidated financial statements without giving effect to the United States
taxes that may be payable on distribution to the United States, because such earnings are not anticipated to be
remitted to the United States. Undistributed earnings of foreign subsidiaries amount to approximately $31.6
million at December 31, 2016. These earnings are considered to be indefinitely reinvested except for the amount
described below and, accordingly, no provision for U.S. federal or state income taxes has been made. When
such earnings are repatriated in the future, or are no longer deemed to be indefinitely reinvested, we will accrue
the applicable amount of taxes associated with such earnings, net of foreign tax credits.
In order to preserve cash in the United States, for the year 2016 the U.S. entity deferred $4.2 million in
payments due to its Asian operating subsidiaries, which resulted in a deemed dividend that is taxable income
for U.S. tax purposes under Section 956 of the Internal Revenue Code. The taxable income was offset against
the net operating loss carryforwards of the U.S. entity.
We project that during the period from 2017 through 2018 the U.S. entity may not have sufficient cash to
pay in full amounts that will be payable by it to its Asian operating subsidiaries and that the cash deficit will
amount to approximately $7.0 million. The resulting deferral in payments would result in a deemed dividend that
would be taxable income to the U.S. entity and would be offset against its net operating loss carryforwards. We
adjusted our deferred tax assets and the corresponding valuation allowance as of December 31, 2016 to reflect
the projected deferral in payments.
Pursuant to an income tax audit by the Indian Bureau of Taxation in 2009, our Indian subsidiary
received a tax assessment approximating $309,000 including interest, through December 31, 2016 for the fiscal
year ended March 31, 2006. We disagreed with the basis of these tax assessments, have filed an appeal against
the assessments and are contesting them vigorously. In January 2012, the Indian subsidiary received a final tax
assessment of approximately $1.0 million, including interest, for the fiscal year ended March 31, 2008, from
the Indian Bureau of Taxation. We disagree with the basis of this tax assessment, and have filed an appeal
against it. Due to this assessment, we recorded a tax provision amounting to $493,000 including interest through
December 31, 2016. In April 2015, we received a favorable judgment whereby the Appeal Officer reduced the
tax assessment to $0.3 million. Under the Indian Income Tax Act, however, the income tax assessing officer
has the right to appeal against the judgment passed by the Appeal Officer. In the third quarter of 2015, the
income tax assessing officer exercised this right and filed an appeal. Based on recent experience, we believe
that the tax provision of $493,000 including interest is adequate. As we are continually subject to tax audits by
the Indian Bureau of Taxation, we continuously assess the likelihood of an unfavorable assessment for all fiscal
years for which we have not been audited and, as of December 31, 2016, we recorded a tax provision amounting
to $158,000 including interest, through December 31, 2016.
32
In 2015, our Indian subsidiary was subject to an inquiry by the Service Tax Bureau in India regarding
the classification of services provided by this subsidiary, asserting that the services provided by this subsidiary
fall under the category of online information and database access or retrieval services (OID Services), and not
under the category of business support services (BS Services) that are exempt from service tax as historically
indicated in our service tax filings. In the event the Service Tax Bureau is successful in proving that our services
fall under the category of OID Services, the revenue earned by our Indian subsidiary would be subject to a
service tax of approximately 14.5% and this would increase our operating costs. The revenues of our Indian
subsidiary in 2016 were $16.8 million. We disagree with the Service Tax Bureau’s position and contest these
assertions vigorously.
In 2016, our Indian subsidiary received notices of appeal from the Commissioner, Service Tax, seeking
to reverse service tax refunds previously granted to us for certain quarters in 2014, asserting that the services
provided by this subsidiary fall under the category of OID Services and not BS Services. We disagree with the
basis of these appeals and are contesting them vigorously. We expect delays in receiving service tax refunds
until the appeals are adjudicated with finality.
From time to time we are also subject to various tax proceedings and claims for our Philippines
subsidiaries. We have recorded a tax provision amounting to $224,000 including interest through December 31,
2016, for several ongoing tax proceedings in the Philippines. Although the ultimate outcome cannot be
determined at this time, we continue to contest these claims vigorously.
We have unrecognized tax benefits of $1.2 million at both December 31, 2016 and 2015. The portion of
unrecognized tax benefits relating to interest and penalties was $0.5 million for both December 31, 2016 and 2015.
The unrecognized tax benefits as of December 31, 2016 and 2015, if recognized, would have an impact on our
effective tax rate.
We are subject to various tax audits and claims which arise in the ordinary course of
business. Management currently believes that the ultimate outcome of these audits and claims will not have a
material adverse effect on our consolidated financial position, results of operations or cash flows.
Net Loss
We incurred a net loss of $5.5 million during the year ended December 31, 2016 compared to a net loss
of $2.8 million during the year ended December 31
.
Net loss for the DDS segment was $2.6 million for the year ended December 31, 2016, compared to net
income of $2.1 million for the year ended December 31
, net of intersegment profits. The change was due to
the decline in revenues, the increase in direct operating costs and selling and administrative expenses that was
mentioned above, and to the charge to our operations referred to under “Contingent Consideration.”
Net loss for the IADS segment was $1.7 million for the year ended December 31, 2016 compared to a net
, net of intersegment profits. The decline in net loss is
loss of $3.7 million for the year ended December 31
primarily due to an increase in revenues.
Net loss for the MIS segment was $1.2 million for each of the years ended December 31, 2016 and 2015.
Adjusted EBITDA
Adjusted EBITDA for the year ended December 31, 2016 was income of $0.7 million compared to income
of $1.9 million for the year ended December 31, 2015, a decline of $1.2 million. Adjusted EBITDA for the DDS
segment was $2.8 million and $6.2 million for the years ended December 31, 2016 and 2015, respectively, a
decrease of $3.4 million or approximately 55%. Adjusted EBITDA for the IADS segment was a loss of $1.8
million and a loss of $3.7 million for the years ended December 31, 2016 and 2015, respectively. Adjusted
33
EBITDA for the MIS segment was a loss of $0.3 million compared to a loss of $0.6 million for the years ended
December 31, 2016 and 2015, respectively.
Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014
Revenues
Total revenues were $58.5 million for the year ended December 31, 2015, a 1% decline from $59.1
million for the year ended December 31, 2014.
Revenues from the DDS segment were $51.7 million and $56.8 million for the years ended December
31, 2015 and 2014, respectively, a decline of $5.1 million or approximately 9%. This decline is primarily
attributable to a decline in e-book related services from one client, lower volumes in several projects and project
completions. The decline was partially offset by an increase in revenues from other clients including ramp-up
on a new project for a European publisher.
Revenues from the IADS segment were $2.1 million and $0.6 million for the years ended December
31, 2015 and 2014, respectively, an increase of $1.5 million or approximately 250%. The increase is primarily
attributable to an increase in the volume of work from Synodex clients.
Revenues from the MIS segment were $4.7 million and $1.7 million for the year ended December 31,
2015 and for the period from the date of acquisition through December 31, 2014, respectively, an increase of
$3.0 million or approximately 176%. The increase is primarily due to the recognition of revenue for a full year
in 2015 compared to the recognition of revenue for 2014 from the date of acquisition of MediaMiser to
December 31, 2014, in 2014. The increase also reflects the addition in 2015 of 21 net new subscriber customers
for MediaMiser’s Enterprise products and services, and $0.5 million in 2015 from sales of Bulldog Reporter
products.
Two clients in our DDS segment generated approximately 33%, 31% and 26% of the Company’s total
revenues in the fiscal years ended December 31, 2015, 2014 and 2013, respectively. Another client in our DDS
segment accounted for less than 10% of the Company’s total revenues for the year ended December 31, 2015 but
accounted for 10% and 11% of the Company’s total revenues for the years ended December 31, 2014 and 2013,
respectively. A fourth client in our DDS segment accounted for less than 10% of the Company’s total revenues
for the years ended December 31, 2015 and 2014 but accounted for 15% of the Company’s total revenues for the
year ended December 31, 2013. No other client accounted for 10% or more of total revenues during these periods.
Further, in the years ended December 31, 2015, 2014 and 2013, revenues from non-US clients accounted for 51%,
47% and 35%, respectively, of the Company's revenues.
Direct Operating Costs
Direct operating costs were approximately $43.9 million for each of the years ended December 31,
2015 and 2014.
Direct operating costs for the DDS segment were $37.0 million and $38.4 million for the years ended
December 31, 2015 and 2014, respectively, a decrease of $1.4 million or approximately 4%. The decline reflects
efficiencies of approximately $1.8 million in technology and facility costs, favorable foreign exchange benefits
of $0.3 million, a reduction in labor costs as a result of the decrease in 2015 DDS revenues, offset in part by
approximately $0.9 million in ramp-up costs on a new project for a European publisher and a $0.4 million
expense accrual for retroactive bonuses required to be paid in India under recent legislation.
Direct operating costs for the IADS segment were approximately $4.3 million and $4.5 million for the
respective periods, net of intersegment profits.
34
Direct operating costs for the MIS segment were approximately $2.6 million and $1.0 million, net of
intersegment profit, for the years ended December 31, 2015 and 2014, respectively. The increase is because
costs in 2015 were recorded for the full year while costs for 2014 were recorded only from the date of
acquisition. The increase also reflects additional overhead costs incurred in 2015.
Direct operating costs as a percentage of total revenues increased to 75% for the year ended December
31, 2015 from 74% for the year ended December 31, 2014. Direct operating costs for the DDS segment as a
percentage of DDS segment revenues were 72% for the year ended December 31, 2015 compared to 68% for
the year ended December 31, 2014. The increase in direct operating costs for the DDS segment as a percentage
of DDS segment revenues was principally attributable to the increase in expenses referred to above and the
fixed costs-of-sales being apportioned over lower revenues.
Direct operating costs for the IADS segment as a percentage of IADS segment revenues were
approximately 200% and 725% for the year ended December 31, 2015 and 2014, respectively.
Direct operating costs for the MIS segment as a percentage of MIS segment revenues were 55% for the
year ended December 31, 2015 compared to 60% for the period from the date of acquisition to December 31,
2014. The decrease in direct operating costs for the MIS segment as a percentage of MIS segment revenues was
primarily attributable to the fixed costs-of-sales being apportioned over higher revenues.
Selling and Administrative Expenses
Selling and administrative expenses were $16.8 million for the year ended December 31, 2015
compared to $16.4 million for the year ended December 31, 2014, an increase of $0.4 million or approximately
2%. Selling and administrative expenses as a percentage of total revenues increased to 29% for the year ended
December 31, 2015 compared to 28% for the year ended December 31, 2014.
Selling and administrative expenses for the DDS segment were $11.9 million and $13.8 million in these
respective periods. Selling and administrative expenses for the IADS segment for both the periods were $1.6
million, net of intersegment profits. Selling and administrative expenses for the MIS segment were $3.3 million
and $1.0 million, net of intersegment profits.
The decline in selling and administrative expenses for the DDS segment for the year ended December
31, 2015 compared to the same period in 2014 is primarily due to the following; approximately $1.3 million of
cost optimization; a provision for doubtful accounts and professional fees for the acquisition of MediaMiser and
Bulldog Reporter businesses amounting to $0.2 million recorded in the year ended December 31, 2014; a
reversal in 2015 of an accrual for incentive compensation payments to executive officers and other key
employees; and a decline in other administrative costs.
Selling and administrative expenses for the DDS segment as a percentage of DDS segment revenues
were approximately 23% and 24% for the years ended December 31, 2015 and 2014, respectively.
Selling and administrative expenses for the IADS segment as a percentage of IADS segment revenues
were approximately 73% and 262% for the years ended December 31, 2015 and 2014, respectively.
Selling and administrative expenses for the MIS segment increased because costs for 2015 were
recorded for the full year while costs for 2014 were recorded only from the date of acquisition of MediaMiser,
and also because of approximately $0.7 million increase in sales and marketing spend to drive growth of
customer acquisition. Selling and administrative expenses for the MIS segment as a percentage of MIS segment
revenues were approximately 71% and 58% for the year ended December 31, 2015 and for the period from the
date of acquisition to December 31, 2014, respectively.
35
Taxes
In assessing the
realization of deferred tax assets, we considered whether it is more likely than not that all or some portion of
the U.S. deferred tax assets will not be realizable. As the expectation of future taxable income resulting from
Synodex could not be predicted with certainty, in the third quarter of 2013 we created a $7.1 million valuation
allowance against all of the U.S. deferred tax assets then outstanding. As a result of losses incurred thereafter
through December 31, 2015 and the resulting increase in our deferred tax assets, as of December 31, 2015 we
maintained a valuation allowance of $10.9 million against all of our U.S. deferred tax assets.
At December 31, 2015, MediaMiser had available net operating loss carryforwards in Canada which
will begin to expire in 2028. In addition, MediaMiser also has research and development expenditures available
to reduce taxable income in future years, which may be carried forward indefinitely. The potential benefits from
these balances have not been recognized for financial statement purposes.
Beginning in 2002, unremitted earnings of foreign subsidiaries have been included in the consolidated
financial statements without giving effect to the United States taxes that may be payable on distribution to the
United States, because such earnings are not anticipated to be remitted to the United States. Unremitted earnings
aggregated $35.4 million at December 31, 2015. As of December 31, 2015 we had no plans to repatriate the
earnings except for $3 million in projected deemed dividend, if such earnings were to be remitted, we could be
subject to United States income taxes that may not be fully offset by foreign tax credits.
In order to preserve cash in the United States, in the fourth quarter of 2015 the U.S. entity deferred $4.0
million in payments due to its Asian operating subsidiaries, which resulted in a deemed dividend of
approximately $1.0 million that is taxable income for U.S. tax purposes under Section 956 of the Internal
Revenue Code. The taxable income was set off against the net operating loss carryforwards of the U.S. entity.
We adjusted the 2015 tax provision, deferred tax assets and the corresponding valuation allowance as of
December 31, 2015 to reflect this transaction.
Pursuant to an income tax audit by the Indian Bureau of Taxation in March 2006, our Indian subsidiary
received a tax assessment approximating $260,000, including interest, through December 31, 2015, for the fiscal
tax year ended March 31, 2003. We disagreed with the basis of the tax assessment and filed an appeal with the
Appeal Officer against the assessment. In October 2010, the matter was resolved with a judgment in the
Company’s favor. Under the Indian Income Tax Act, however, the income tax assessing officer has the right to
appeal against the judgment passed by the Appeal Officer. In December 2010, the income tax assessing officer
exercised this right. In June 2015, the Indian Bureau of Taxation completed the audit, and the ultimate outcome
was favorable. There was no tax assessment imposed for the fiscal tax year ended March 31, 2003. We had
previously recorded a tax provision amounting to $260,000 including interest through June 30, 2015. As the
36
ultimate outcome was favorable, we reversed this amount in the second quarter of 2015. In 2008 and 2009, our
Indian subsidiary received a final tax assessment for the fiscal years ended March 31, 2005 and 2006 from the
Indian Bureau of Taxation. The tax assessment amounted to $284,000 and $300,000, including interest, through
December 31, 2015, for the fiscal years ended March 31, 2005 and 2006, respectively. We disagree with the
basis of these tax assessments, have filed an appeal against the assessments and are contesting them vigorously.
In June 2015, the Indian Bureau of Taxation completed the audit for the fiscal tax year ended March 31, 2005
and the ultimate outcome was favorable. There was no tax assessment imposed for the fiscal tax year ended
March 31, 2005. We had previously recorded a tax provision amounting to $284,000 including interest through
June 30, 2015. As the ultimate outcome was favorable, we reversed this amount in the second quarter of 2015.
In January 2012, our Indian subsidiary received a final tax assessment of approximately $1.0 million, including
interest, for the fiscal year ended March 31, 2008, from the Indian Bureau of Taxation. We disagree with the
basis of this tax assessment, and have filed an appeal against it. Due to this assessment, we recorded a tax
provision amounting to $477,000 including interest through December 31, 2015. In April 2015, we received a
favorable judgment whereby the Appeal Officer reduced the tax assessment to $0.3 million. Under the Indian
Income Tax Act, however, the income tax assessing officer has the right to appeal against the judgment passed
by the Appeal Officer. In the third quarter of 2015, the income tax assessing officer exercised this right and
filed an appeal. Based on recent experience, we believe that the tax provision of $477,000 including interest is
adequate. The Indian Bureau of Taxation commenced an audit of this subsidiary’s income tax return for the
fiscal year ended March 31, 2012. The ultimate outcome for the fiscal year ended March 31, 2012 cannot be
determined at this time. As we are continually subject to tax audits by the Indian Bureau of Taxation, we
continuously assess the likelihood of an unfavorable assessment for all fiscal years for which we have not been
audited and, as of December 31, 2015, we recorded a tax provision amounting to $152,000 including interest
for such year.
In 2015, our Indian subsidiary was subject to an inquiry by the Service Tax Bureau in India regarding
the classification of services provided by this subsidiary, asserting that the services provided by this subsidiary
fall under the category of online information and database access or retrieval services (OID Services), and not
under the category of business support services (BS Services) that are exempt from service tax as historically
indicated in our service tax filings. In the event the Service Tax Bureau is successful in proving that our services
fall under the category of OID Services, the revenue earned by our Indian subsidiary would be subject to a
service tax of approximately 14.5% and this would increase our operating costs. The revenues of our Indian
subsidiary in 2015 were $16.5 million. We disagree with the Service Tax Bureau’s position and contest these
assertions vigorously.
In 2016, our Indian subsidiary received notices of appeal from the Commissioner, Service Tax, seeking
to reverse service tax refunds previously granted to us for certain quarters in 2014, asserting that the services
provided by this subsidiary fall under the category of OID Services and not BS Services. We disagree with the
basis of these appeals and are contesting them vigorously. We expect delays in receiving service tax refunds
until the appeals are adjudicated with finality.
From time to time we are also subject to various tax proceedings and claims for our Philippines
subsidiaries. We have recorded a tax provision amounting to $0.3 million including interest through December
31, 2015, for several ongoing tax proceedings in the Philippines. Although the ultimate outcome cannot be
determined at this time, we continue to contest these claims vigorously.
We had unrecognized tax benefits in India and the Philippines totaling $1.2 million and $1.8 million at
December 31, 2015 and 2014, respectively. The portion of unrecognized tax benefits relating to interest and
penalties was $0.5 million and $0.6 million at December 31, 2015 and 2014, respectively. The unrecognized tax
benefits as of December 31, 2015 and 2014, if recognized, would have an impact on our effective tax rate.
We are subject to various tax audits and claims which arise in the ordinary course of
business. Management currently believes that the ultimate outcome of these audits and claims will not have a
material adverse effect on our consolidated financial position, results of operations or cash flows.
37
Net Loss
We generated a net loss of $2.8 million in the year December 31, 2015 compared to a net loss of $1.0
million in the year ended December 31, 2014.
Net income for the DDS segment was $2.1 million for the year ended December 31, 2015, compared to
net income of $4.9 million for the year ended December 31, 2014, net of intersegment profits. Of the total decline
in net income for the DDS segment, $1.6 million is on account of the decline in revenues, offset in part by the
above mentioned decrease in direct operating costs and selling and administrative expenses; a $0.8 million increase
in the provision for foreign income taxes and a $0.4 million decline in losses attributable to non-controlling
interests.
Net loss for the IADS segment was $3.7 million for the year ended December 31, 2015 compared to $5.6
million for the year ended December 31, 2014, net of intersegment profits. The decline in net loss is primarily due
to an increase in revenues.
Net loss for the MIS segment was $1.2 million for the year ended December 31, 2015 and $0.3 million
for the period from the date of acquisition to December 31, 2014in, in 2014. The net loss was higher primarily due
to an increased spend on sales and marketing partially offset by margins from higher revenues.
Adjusted EBITDA
Adjusted EBITDA for the year ended December 31, 2015 was $1.9 million compared to $3.0 million for
the year ended December 31, 2014, a decrease of $1.1 million or 36%. Adjusted EBITDA for the DDS segment
was $6.2 million and $8.5 million for the years ended December 31, 2015 and 2014, respectively, a decrease of
$2.3 million or approximately 27%. Adjusted EBITDA for the IADS segment was a loss of $3.7 million and $5.4
million for the years ended December 31, 2015 and 2014, respectively. Adjusted EBITDA for the MIS segment
was a loss of $0.6 million and $0.1 million for the year ended December 31, 2015 and the period from the date of
acquisition to December 31, 2014, respectively.
Liquidity and Capital Resources
Selected measures of liquidity and capital resources, expressed in thousands, are as follows:
Cash and cash equivalents
Working capital
2016
$
14,172
14,407
December 31
2015
$
24,908
24,753
2014
$
24,216
25,767
At December 31, 2016, we had cash and cash equivalents of $14.2 million, of which $11.7 million was
held by our foreign subsidiaries, and the $2.5 million balance was held in the United States. If needed, amounts
held by foreign subsidiaries could be repatriated to the United States to satisfy working capital needs of the U.S.
entity, but under current law, they would be subject to United States federal income taxes. As of December 31,
2016, our intent is to permanently reinvest these funds outside the United States, except for $7.0 million in
projected deemed dividends described below.
We have used, and plan to use, our cash and cash equivalents for (i) investments in IADS which are
expected to be at the rate of $0.1-0.4 million per quarter in the immediate future; (ii) the expansion of our other
operations; (iii) general corporate purposes, including working capital; and (iv) possible business acquisitions. As
of December 31, 2016, we had working capital of approximately $14.4 million, as compared to working capital
38
of approximately $25.0 million as of December 31, 2015.
We believe that our existing cash and cash equivalents and internally generated funds will provide
sufficient sources of liquidity to satisfy our financial needs for the next 12 months. However, we have no bank
facilities or lines of credit, and continuing material reductions in our cash and cash equivalents from operating
losses, capital expenditures, acquisitions or otherwise could materially and adversely affect the Company.
On July 14, 2016, our MediaMiser subsidiary completed the acquisition of Agility from PR Newswire
under an asset purchase agreement for cash consideration of $4.2 million.
In 2016, our U.S. entity deferred $4.2 million in payments due to its Asian operating subsidiaries. The
deferral in payments resulted in a deemed dividend that is taxable income to the U.S. entity and is set off against
its net operating loss carryforwards. We project that during 2017 through 2018 our U.S. entity may not have
sufficient cash to pay in full amounts that will be payable by it to its Asian operating subsidiaries and that the cash
deficit will amount to approximately $7.0 million. The resulting deferral in payments would similarly result in a
deemed dividend that would be taxable income to the U.S. entity and would be set off against its net operating
loss carryforwards. We adjusted our deferred tax assets and the corresponding valuation allowance as of December
31, 2016 to reflect the projected deferral in payments.
In October 2015, we filed a shelf registration statement on Form S-3, which will give us the ability to
offer from time to time up to an aggregate of $70 million of securities, which may consist of common stock,
preferred stock, debt securities, warrants, or units consisting of any of the foregoing. The registration is intended
to give us flexibility should financing opportunities arise.
Net Cash Provided by (Used in) Operating Activities
Cash used in our operating activities for the year ended December 31, 2016 was $2.7 million, resulting
from a net loss of $5.9 million and adjustments for non-cash items of $5.5 million and uses of working capital of
$2.3 million. Adjustments for non-cash items primarily consisted of $3.2 million for depreciation and
amortization, a change in fair value of contingent consideration of $1.0 million and stock option expense of $1.2
million.
Cash provided by our operating activities in 2015 was $2.7 million, resulting from a net loss of $3.4
million, adjustments for non-cash items of $4.4 million, and $1.7 million from working capital. Adjustments for
non-cash items principally consisted of $2.8 million for depreciation and amortization, stock compensation
expense of $1.3 million and pension costs of $0.4 million. Working capital activities primarily consisted of a
source of cash of $1.0 million as a result of a decrease in accounts receivable and $0.7 million provided by other
working capital accounts.
Cash provided by our operating activities in 2014 was $4.6 million, resulting from a net loss of $1.9
million, adjustments for non-cash items of $4.9 million, and $1.6 million from working capital. Adjustments for
non-cash items principally consisted of $3.0 million for depreciation and amortization, stock compensation
expense of $1.2 million, pension costs of $0.7 million and an impairment charge of approximately $0.4 million.
Working capital activities primarily consisted of a source of cash of $1.9 million as a result of a decrease in
accounts receivable and $0.7 million used for other working capital accounts.
At December 31, 2016, our days’ sales outstanding were 55 days as compared to 61 days as of December
31, 2015 and 69 days as of December 31, 2014. We calculate DSO by first dividing the total revenues for the
period by average net accounts receivable, which is the sum of net accounts receivable at the beginning of the
period and net accounts receivable at the end of the period, to yield an amount we refer to as the “accounts
receivable turnover.” Then we divide the total number of days within the period reported by the accounts
receivable turnover to yield DSO expressed in number of days.
39
Net Cash Used in Investing Activities
For the year ended December 31, 2016, cash used in our investing activities was $7.0 million. These
expenditures consisted of $4.2 million paid to acquire Agility in July 2016 and capital expenditures of $2.7 million
principally for the purchase of technology equipment including servers, network infrastructure and workstations.
Capital expenditures of $2.7 million consisted of $2.2 million for the DDS segment and $0.5 million for the MIS
segment.
Capital expenditures in 2015 amounted to $0.7 million consisting of $0.5 million for the DDS segment
and $0.2 million for the MIS segment. Capital expenditures for the IADS segment amounted to $0.3 million in
2015 which has been expensed, as we continue to expense all capital expenditures for the IADS segment since we
recorded the impairment in 2013. A significant portion of the capital expenditures incurred during the year was
for the purchase of new servers, storage and software upgrades.
Capital expenditures in 2014 for the DDS segment amounted to $2.0 million primarily for the purchase
of technology equipment and computer software. Capital expenditures for the IADS segment amounted to $0.2
million in 2014 which has been expensed. In addition, we paid $3.2 million to acquire MediaMiser in July 2014
and approximately $0.2 million to acquire intellectual property and related assets of Bulldog Reporter in December
2014.
For the year 2017, we anticipate that capital expenditures for ongoing technology, equipment and
infrastructure upgrades will approximate $2.0 to $3.0 million, a portion of which we may finance.
Net Cash Provided by (Used in) Financing Activities
Payment of long-term obligations approximated $0.7 million, $0.9 million and $0.8 million for 2016,
2015 and 2014, respectively. Cash from financing activities represents the net proceeds from a capital lease
transaction we entered into during the first quarter of 2014 amounting to $0.9 million. Proceeds from the exercise
of stock options for the year ended December 31, 2014 was $0.4 million. There were no stock option exercises
during the years ended December 31, 2016 and 2015, respectively. During the years ended December 31, 2016
and 2015, we repurchased 57,000 and 80,000 shares of our common stock for approximately $0.1 million and
$0.2 million, respectively.
Although most of our revenues are denominated in U.S. dollars, a significant portion of our revenues is
denominated in Canadian dollars, Pound Sterling and Euros. In addition, a significant portion of our expenses,
primarily labor expenses in the Philippines, India, Sri Lanka, Germany, Canada and Israel, is incurred in the local
currencies of the countries in which we operate. For financial reporting purposes, we translate all non-U.S.
denominated transactions into U.S. dollars in accordance with accounting principles generally accepted in the
United States. Thus, we are exposed to the risk that fluctuations in the value of these currencies relative to the
U.S. dollar could have a direct impact on our revenues and our results of operations.
The value of the Euro and the Canadian dollar against the U.S. dollar declined significantly during the
fourth quarter of 2014 and in 2015. Similarly, the Philippines and India have at times experienced high rates of
inflation as well as major fluctuations in the exchange rate between the Philippine peso and the U.S. dollar and the
Indian rupee and the U.S. dollar. Although we selectively undertake hedging activities to mitigate certain of these
risks, our hedging activities may not be effective and may result in losses.
Fluctuations in exchange rates also affect the value of funds held by our foreign subsidiaries. We do not
currently intend to hedge these assets.
40
Contractual Obligations
The table below summarizes our contractual obligations (in thousands) at December 31, 2016, and the
effect that those obligations are expected to have on our liquidity and cash flows in future periods.
Payments Due by Period
Contractual Obligations
Total
Less than
1 year
1(cid:827)(cid:827)3 years
4(cid:827)(cid:827) 5 years
After 5
years
Capital lease
Non cancellable operating leases
Total contractual cash obligations
$ 224
3,602
$ 3,826
$ 86 $ 138 $ - $ -
646 1,544 1,032 380
$ 1,682 $ 1,032 $ 380
$ 732
Future expected obligations under our pension benefit plans have not been included in the contractual
cash obligations table above.
Inflation, Seasonality and Prevailing Economic Conditions
Our most significant costs are the salaries and related benefits of our employees in Asia. We are exposed
to higher inflation in wage rates in the countries in which we operate. We generally perform work for our clients
under project-specific contracts, requirements-based contracts or long-term contracts. We must adequately
anticipate wage increases, particularly on our fixed-price contracts. There can be no assurance that we will be able
to recover cost increases through increases in the prices that we charge for our services to our clients.
Our quarterly operating results are subject to certain fluctuations. We experience fluctuations in our
revenue and earnings as we replace and begin new projects, which may have some normal start-up delays, or
we may be unable to replace a project entirely. These and other factors may contribute to fluctuations in our
operating results from quarter to quarter. In addition, as some of our Asian facilities are closed during holidays in
the fourth quarter, we typically incur higher wages, due to overtime, that reduce our margins.
Our Synodex subsidiary experiences seasonal fluctuations in revenues. Typically, revenue is lowest in the
third quarter of the calendar year and highest in the fourth quarter of the calendar year. The seasonality is directly
linked to the number of life insurance applications received by the insurance companies.
Critical Accounting Policies and Estimates
Basis of Presentation and Use of Estimates
Our discussion and analysis of our results of operations, liquidity and capital resources is based on our
consolidated financial statements which have been prepared in conformity with accounting principles generally
accepted in the United States of America. The preparation of these consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and
judgments, including those related to revenue recognition, allowance for doubtful accounts and billing
adjustments, long-lived assets, intangible assets, goodwill, valuation of deferred tax assets, value of securities
underlying stock-based compensation, litigation accruals, pension benefits, purchase price allocation of Agility,
valuation of derivative instruments and estimated accruals for various tax exposures. We base our estimates on
historical and anticipated results and trends and on various other assumptions that we believe are reasonable
under the circumstances, including assumptions as to future events. These estimates form the basis for making
41
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By
their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our
estimates and could have a significant adverse effect on our consolidated results of operations and financial
position. We believe the following critical accounting policies affect our more significant estimates and
judgments in the preparation of our consolidated financial statements.
Allowance for Doubtful Accounts
We establish credit terms for new clients based upon management’s review of their credit information and
project terms, and perform ongoing credit evaluations of our clients, adjusting credit terms when management
believes appropriate, based upon payment history and an assessment of the client’s current credit worthiness. We
record an allowance for doubtful accounts for estimated losses resulting from the inability of our clients to make
required payments. We determine this allowance by considering a number of factors, including the length of time
trade accounts receivable are past due, our previous loss history, our estimate of the client’s current ability to pay
its obligation to us, and the condition of the general economy and the industry as a whole. While credit losses
have generally been within expectations and the provisions established, in 2016 we deferred $750,000 of revenue
from one client that will be accounted for on a cash basis and we also recorded a $150,000 allowance for accounts
receivables from this client. We cannot guarantee that credit loss rates in the future will not be greater that those
experienced in the past. In addition, we would have credit exposure if the financial condition of one of our major
clients were to deteriorate. In the event that the financial condition of our clients was to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances might be necessary.
FForeign Currency Translation
The functional currency of our production operations located in the Philippines, India, Sri Lanka and Israel
is the U.S. dollar. Transactions denominated in the Philippine pesos, Indian and Sri Lankan rupees or Israeli
shekels are translated to U.S. dollars at rates which approximate those in effect on the transaction dates. Monetary
assets and liabilities denominated in foreign currencies at December 31, 2016 and 2015 are translated at the
exchange rate in effect as of those dates. Nonmonetary assets, liabilities, and stockholders’ equity were translated
at the appropriate historical rates. Included in direct operating costs are exchange losses (gains) resulting from
such transactions of approximately $486,000, $(134,000) and $246,000 for the years ended December 31, 2016,
2015 and 2014, respectively.
The functional currency for our subsidiaries in Germany, United Kingdom and Canada are the Euro, the
Pound Sterling and the Canadian dollar, respectively. The financial statements of these subsidiaries are reported
in these respective currencies. Financial information is translated from the applicable functional currency to the
U.S. dollar (the reporting currency) for inclusion in our consolidated financial statements. Income, expenses
and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets
and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included
as a component of accumulated other comprehensive loss in stockholders' equity. Foreign exchange transaction
gains or losses are included in direct operating costs in the accompanying consolidated statements of operations
and comprehensive loss. The amount of foreign currency translation adjustment was $1,393,000, $1,442,000
and $447,000 for the years ended December 31, 2016, 2015 and 2014, respectively.
Revenue Recognition
For the DDS segment, revenue is recognized based on the quantity delivered or resources utilized and
in the period in which services are performed and delivery has occurred. Revenues for contracts billed on a
time-and-materials basis are recognized as services are performed. Revenues under fixed-fee contracts, which
are not significant to the overall revenues, are recognized on the percentage of completion method of
accounting, as services are performed or milestones are achieved.
For the IADS segment, revenue is recognized primarily based on the quantity delivered and the period in
42
which services are performed and deliverables are made as per contracts. A portion of our IADS segment revenue
is derived from licensing our software and providing access to our hosted software platform. Revenue from such
services are recognized monthly when access to the service is provided to the end user and there are no significant
remaining obligations, persuasive evidence of an arrangement exists, the fees are fixed or determinable and
collection is reasonably assured.
The MIS segment derives its revenues primarily from subscription arrangements and provision of
enriched media analysis services. Revenue from subscriptions is recognized monthly when access to the service
is provided to the end user and there are no significant remaining obligations, persuasive evidence of an
arrangement exists, the fees are fixed or determinable and collection is reasonably assured. Revenue from
enriched media analysis services is recognized when the services are performed and delivered to the client.
Revenues include reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket
expenses included in direct operating costs.
Long-lived Assets
We assess the recoverability of long-lived assets, which consist primarily of fixed assets, whenever
events or changes in circumstances indicate that the carrying value may not be recoverable. The following
factors, if present, may trigger an impairment review: (i) significant underperformance relative to expected
historical or projected future operating results; (ii) significant negative industry or economic trends; (iii) a
significant decline in our stock price for a sustained period; and (iv) a change in our market capitalization
relative to net book value. If the recoverability of these assets is unlikely because of the existence of one or
more of the above-mentioned factors, an impairment analysis is performed, initially using a projected
undiscounted cash flow method. We make assumptions regarding estimated future cash flows and other factors
to determine the fair value of these respective assets. An impairment loss will be recognized only if the carrying
value of a long-lived asset is not recoverable and exceeds its fair value, and is measured as the amount by which
the carrying amount of a long-lived asset exceeds its fair value.
During the fourth quarter of 2014 we recorded an impairment charge of $0.4 million representing the
write-off of certain long lived assets on account of the consolidation of two India-based delivery centers.
Income Taxes
We determine our deferred taxes based on the difference between the financial statement and tax basis of
assets and liabilities, using enacted tax rates, as well as any net operating loss or tax credit carryforwards expected
to reduce taxes payable in future years. We provide a valuation allowance when it is more likely than not that all
or some portion of the deferred tax assets will not be realized. While we consider future taxable income in
assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize
the deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax assets
would increase income in the period such determination was made. Similarly, in the event we were to determine
that we would not be able to realize the deferred tax assets in the future considering the future taxable income, an
adjustment to the deferred tax assets would decrease income in the period such determination was made. Changes
in the valuation allowance from period to period are included in our tax provision in the period of change. As of
December 31, 2016, we intend to indefinitely reinvest the foreign earnings in our foreign subsidiaries. Unremitted
earnings of foreign subsidiaries have been included in the consolidated financial statements without giving effect
to the United States taxes that may be payable on distribution to the United States, because such earnings are not
anticipated to be remitted to the United States. However, if we change our intent and repatriate such earnings, we
will have to accrue the applicable amount of taxes associated with such earnings.
In assessing the realization of deferred tax assets, management considered whether it was more likely
than not that all or some of the U.S. deferred tax assets would not be realizable. As of December 31, 2016, we
continue to maintain a valuation allowance on all U.S. deferred tax assets.
43
As of December 31, 2016, MediaMiser has available net operating loss carryforwards and research and
development expenditures available to reduce taxable income of future years. The potential benefits from balances
have not been recognized for financial statement purposes.
We account for income taxes regarding uncertain tax positions, and recognize interest and penalties
related to uncertain tax positions under “Income Tax Expense” in our consolidated statements of operations and
comprehensive loss.
Goodwill and Other Intangible Assets
Goodwill represents the excess purchase price paid over the fair value of net assets acquired. We test
our goodwill on an annual basis using a two-step fair value based test. The first step of the goodwill impairment
test, used to identify potential impairment, compares the fair value of a reporting unit, with its carrying amount,
including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the
goodwill impairment test must be performed to measure the amount of the impairment loss, if any. If impairment
is determined, we will recognize additional charges to operating expenses in the period in which they are
identified, which would result in a reduction of operating results and a reduction in the amount of goodwill.
In the annual impairment test conducted by us as of September 30, 2016, 2015 and 2014, the estimated
fair value of the reporting unit exceeded its carrying amount, including goodwill. As such, no impairment was
identified or recorded.
Accounting for Stock-Based Compensation
We are authorized to grant stock options to officers, directors, employees and others who render services
to us under the 2013 Stock Plan approved by the stockholders.
We measure and recognize stock-based compensation expense for all share-based payment awards
made to employees and directors based on estimated fair value at the grant date and recognized over the requisite
service period. Determining the fair value of stock-based awards at the grant date requires judgment, including
estimating the expected term of stock options and the expected volatility of our stock. The fair value is
determined using the Black-Scholes option-pricing model. We recorded stock-based compensation expense of
approximately $1.2 million, $1.3 million and $1.2 million for the years ended December 31, 2016, 2015 and
2014, respectively.
Legal Proceedings
We are subject to various legal proceedings and claims which arise in the ordinary course of business.
Our legal reserves related to these proceedings and claims are based on a determination of whether or not a loss
is probable. We review outstanding claims and proceedings with external counsel to assess probability and
estimates of loss. The reserves are adjusted if necessary. If circumstances change, we may be required to record
adjustments that could be material to our reported financial condition and results of operations.
Pensions
Most of our non-U.S. subsidiaries provide for government mandated defined pension benefits covering
those employees who meet certain eligibility requirements. Pension assumptions are significant inputs to
actuarial models that measure pension benefit obligations and related effects on operations. Two critical
assumptions – discount rate and rate of increase in compensation levels – are important elements of plan expense
and asset/liability measurements. These critical assumptions are evaluated at least annually on a plan and a
country-specific basis. Other assumptions involving demographic factors such as retirement age, mortality and
turnover are evaluated periodically and are updated to reflect actual experience and expectations for the future.
44
Actual results in any given year will often differ from actuarial assumptions because of economic and other
factors, and in accordance with generally accepted accounting principles, the impact of these differences is
accumulated and amortized over future periods.
Recent Accounting Pronouncements
In May 2014, the FASB issued guidance on revenue from contracts with clients. This update is a
comprehensive new revenue recognition model that requires a company to recognize revenue to depict the
transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in
exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and
uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and
changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This accounting
guidance is effective prospectively for annual reporting periods, and interim periods within those periods,
beginning after December 15, 2017 and early adoption is permitted starting from the first quarter of 2017.
Companies may use either a full retrospective or a modified retrospective approach to adopt the new standard
when it takes effect. We do not anticipate that the adoption of this standard will have a material impact on our
consolidated financial statements.
In November 2015, the FASB issued guidance related to balance sheet classification of deferred taxes.
This new guidance requires that deferred tax assets and liabilities be classified as noncurrent in the balance
sheet. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2016. Early adoption is permitted. We adopted this standard and there was no material
impact on our consolidated financial statements.
In February 2016, the FASB issued guidance related to leases. This new guidance requires lessees to
recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease
term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative
and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from
leases. The standard requires the use of a modified retrospective transition approach, which includes a number
of optional practical expedients that entities may elect to apply. This new guidance is effective for annual
periods beginning after December 15, 2018. Early application is permitted. We have not yet determined the
potential effects of the adoption of this standard on our consolidated financial statements.
In March 2016, the FASB issued guidance relating to share-based compensation. This new guidance
is intended to simplify several aspects of the accounting for share-based payment transactions, including the
income tax consequences, classification of awards as either equity or liabilities, and classification on the
statement of cash flows. The new guidance is effective for annual periods beginning after December 15,
2016. Early application is permitted. We adopted this standard and there was no material impact on our
consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest rate risk
Our equipment sales leaseback financing and capital lease transactions carry a fixed interest rate. Thus,
as of December 31, 2016 we are not exposed to any market risk due to interest rate fluctuations.
Foreign currency risk
Although most of our revenues are denominated in U.S. dollars, a significant portion of our revenues is
denominated in Canadian dollars, Pound Sterling and Euros. In addition, a significant portion of our expenses,
primarily labor expenses in the Philippines, India, Sri Lanka, Germany, Canada and Israel, is incurred in the local
currencies of the countries in which we operate. For financial reporting purposes, we translate all non-U.S.
denominated transactions into U.S. dollars in accordance with accounting principles generally accepted in the
45
United States. Thus, we are exposed to the risk that fluctuations in the value of these currencies relative to the
U.S. dollar could have a direct impact on our revenues and our results of operations.
To mitigate the exposure of fluctuating future cash flows due to changes in foreign exchange rates, we
entered into foreign currency forward contracts in 2015. These foreign currency forward contracts were entered
into with a maximum term of twelve months and have an aggregate notional amount of approximately $19.3
million as of December 31, 2016. The total unrealized loss on the outstanding hedges were $0.3 million as of
December 31, 2016.
The impact of foreign currency fluctuations will continue to present economic challenges to us and
could negatively impact our overall results of operations. A 10% appreciation in the U.S. dollar’s value relating
to the hedged currencies would decrease the forward contracts’ fair value by approximately $1.7 million as of
December 31, 2016. Similarly, a 10% depreciation in the U.S. dollar’s value relative to the hedged currencies
would increase the forward contracts’ fair value by approximately $2.1 million as of December 31, 2016. Any
increase or decrease in the fair value of our currency exchange rate sensitive forward contracts, if utilized, would
be substantially offset by a corresponding decrease or increase in the fair value of the hedged underlying cash
flows.
We may continue to enter into these, or other such instruments, in the future to reduce foreign currency
exposure to appreciation or depreciation in the value of these foreign currencies.
Other than the forward contracts mentioned above, we have not in 2016 engaged in any hedging
activities or entered into off-balance-sheet transactions or arrangements. As of December 31, 2016, our foreign
locations held cash and cash equivalents totaling approximately $11.7 million. These assets are exposed to foreign
exchange risk arising from changes in foreign exchange rates. At present, we do not enter into any hedging
instruments to mitigate foreign exchange risk on such assets; however, we may do so in the future.
Item 8. Financial Statements and Supplementary Data.
See Financial Statement Index, Financial Statements and Supplementary Data commencing on page
F-1 herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that
information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision, and with the participation of our management, including our Chief Executive
Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure
controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2016, our disclosure
controls and procedures were effective.
46
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting (as such term is defined in
Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the last fiscal quarter to which this report relates
that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
In response to the investigation by the Audit Committee described under Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Recent Development, the Company
created a Compliance Committee composed of senior managers from various functions, reviewed and updated
certain of its policies, including its Anti-Bribery and Corruption Policy, and instituted additional employee
trainings on these updated policies and related subject areas.
Report of Management on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our
financial reporting. Internal control over financial reporting is a process to provide reasonable assurance
regarding the reliability of our financial reporting for external purposes in accordance with accounting principles
generally accepted in the United States of America. Internal control over financial reporting includes
maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable
assurance that transactions are recorded as necessary for preparation of our financial statements; providing
reasonable assurance that receipts and expenditures of company assets are made in accordance with
management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition
of company assets that could have a material effect on our financial statements would be prevented or detected
on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to
provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control – Integrated Framework (2013) - issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management
concluded that the Company’s internal control over financial reporting was effective as of December 31, 2016,
The effectiveness of our internal control over financial reporting as of December 31, 2016, was audited
by CohnReznick LLP, our independent registered public accounting firm, as stated in their report appearing
below.
47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Innodata Inc.:
We have audited Innodata Inc. and Subsidiaries (“Innodata”) internal control over financial reporting as of
December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Innodata’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Report of Management
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on Innodata’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with accounting principles generally accepted in the United States of America. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting principles generally accepted in the
United States of America, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Innodata Inc. and Subsidiaries maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated
statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years
in the period ended December 31, 2016, and the related financial statement schedule of Innodata Inc. and
Subsidiaries and our report dated March 15, 2017, expressed an unqualified opinion thereon.
/s/ CohnReznick LLP
Roseland, New Jersey
March 15, 2017
48
Item 9B. Other information.
None.
49
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information called for by Item 10 is incorporated by reference from the Company’s definitive proxy
statement for the 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the
Exchange Act no later than 120 days after the end of the Company’s 2016 fiscal year.
The Company has a code of ethics that applies to all of its employees, officers, and directors, including
its principal executive officer, principal financial and accounting officer, and controller. The text of the
Company’s code of ethics is posted on its website at www.innodata.com. The Company intends to disclose
future amendments to, or waivers from, certain provisions of the code of ethics for executive officers and
directors in accordance with applicable Nasdaq and SEC requirements.
Item 11. Executive Compensation.
The information called for by Item 11 is incorporated by reference from the Company’s definitive proxy
statement for the 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the
Exchange Act no later than 120 days after the end of the Company’s 2016 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information called for by Item 12 is incorporated by reference from the Company’s definitive proxy
statement for the 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the
Exchange Act no later than 120 days after the end of the Company’s 2016 fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information called for by Item 13 is incorporated by reference from the Company’s definitive proxy
statement for the 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the
Exchange Act no later than 120 days after the end of the Company’s 2016 fiscal year.
Item 14. Principal Accounting Fees and Services.
The information called for by Item 14 is incorporated by reference from the Company’s definitive proxy
statement for the 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the
Exchange Act no later than 120 days after the end of the Company’s 2016 fiscal year.
50
Item 15. Exhibits, Financial Statement Schedules.
PART IV
(a)
1. Financial Statements. See Item 8. Index to Financial Statements.
2. Financial Statement Schedules. Schedule II – Valuation and Qualifying Accounts.
3. Exhibits – See Exhibit Index attached hereto and incorporated by reference herein.
51
Item 8. Financial Statements.
INNODATA INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statements of Operations and Comprehensive Loss for each of
the three years ended December 31, 2016
Consolidated Statements of Stockholders’ Equity for each of the three years
in the period ended December 31, 2016
Consolidated Statements of Cash Flows for each of the three years ended
December 31, 2016
Notes to Consolidated Financial Statements
PAGE
F-2
F-3
F-4
F-5
F-6
F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Innodata Inc.:
We have audited the accompanying consolidated balance sheets of Innodata Inc. and Subsidiaries as of
December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive loss,
stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2016. Our
audits of the consolidated financial statements included the financial statement schedule listed in the index
appearing under Item 15. Innodata Inc. and Subsidiaries’ management is responsible for these consolidated
financial statements and financial statement schedule. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of Innodata Inc. and Subsidiaries as of December 31, 2016 and 2015, and their results of
operations and cash flows for each of the three years in the period ended December 31, 2016, in conformity
with accounting principles generally accepted in the United States of America. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Innodata Inc. and Subsidiaries’ internal control over financial reporting as of December 31,
2016 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 15, 2017,
expressed an unqualified opinion thereon.
/s/ CohnReznick LLP
Roseland, New Jersey
March 15, 2017
F-2
IINNODATA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2016 AND 2015
(in thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Other assets
Deferred income taxes
Intangibles, net
Goodwill
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Accrued salaries, wages and related benefits
Income and other taxes
Current portion of long-term obligations
Total current liabilities
Deferred income taxes
Long-term obligations
Commitments and contingencies
Non-controlling interests
STOCKHOLDERS’ EQUITY:
Serial preferred stock; 5,000,000 shares authorized, none outstanding
Common stock, $.01 par value; 75,000,000 shares authorized; 27,305,000
shares issued and 25,624,000 outstanding at December 31, 2016 and
27,069,000 shares issued and 25,445,000 outstanding at December 31, 2015
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
2016
2015
$ 14,172
9,952
3,124
27,248
5,397
2,377
1,641
8,191
2,734
$ 47,588
$ 24,908
9,249
2,900
37,057
4,723
2,330
1,664
3,987
1,476
$ 51,237
$ 1,018
4,333
5,040
1,330
1,120
12,841
$ 1,250
3,312
4,905
1,255
1,582
12,304
680
3,917
792
3,436
(3,634)
(3,507)
-
270
24,590
17,924
(84)
42,700
273
26,057
12,400
(324)
38,406
Less: treasury stock, 1,681,000 shares at December 31, 2016 and 1,624,000
shares at December 31, 2015, at cost
Total stockholders’ equity
Total liabilities and stockholders’ equity
(4,622)
33,784
$ 47,588
(4,488)
38,212
$ 51,237
See notes to consolidated financial statements.
F-3
INNODATA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
(In thousands, except per share amounts)
Revenues
Operating costs and expenses:
Direct operating costs
Selling and administrative expenses
Impairment charges
Change in fair value of contingent consideration
Loss from operations
Interest expense (income), net
Loss before provision for income taxes
Provision for income taxes
Net loss
Loss attributable to non-controlling interests
2016
2015
2014
$
63,074
$
58,523
$
59,076
47,219
19,539
-
1,038
67,796
43,939
16,796
-
-
60,735
43,905
16,412
374
-
60,691
(4,722)
(2,212)
(1,615)
63
(4,785)
1,126
(5,911)
387
(31)
(2,181)
1,203
(3,384)
558
(95)
(1,520)
406
(1,926)
952
Net loss attributable to Innodata Inc. and Subsidiaries
$
(5,524)
$
(2,826)
$
(974)
Loss per share attributable to Innodata Inc. and Subsidiaries:
Basic and diluted
$
(0.22)
$
(0.11)
$
(0.04)
Weighted average shares outstanding:
Basic and diluted
Comprehensive loss:
Net loss
Pension liability adjustment, net of taxes
Change in fair value of derivatives, net of taxes
Foreign currency translation adjustment
Other Comprehensive income (loss)
Total Comprehensive loss
Comprehensive loss attributed to non-controlling interest
Comprehensive loss attributable to Innodata Inc. and Subsidiaries
25,542
25,401
25,232
$
(5,911)
(136)
(153)
49
(240)
(6,151)
387
$
(3,384)
1,026
172
(995)
203
(3,181)
558
$
(1,926)
613
239
(447)
405
(1,521)
952
$
(5,764)
$
(2,623)
$
(569)
See notes to consolidated financial statements.
F-4
INNODATA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
(In thousands)
January 1, 2014
Net loss
Stock-based compensation
Issuance of common stock upon exercise of stock options
Restricted shares withheld for taxes
Acquisition of non-controlling interest
Pension liability adjustments, net of taxes
Foreign currency translation adjustment
Change in fair value of derivatives, net of taxes
December 31, 2014
Net loss
Stock-based compensation
Issuance of common stock for M ediaM iser acquisition
Pension liability adjustments, net of taxes
Foreign currency translation adjustment
Change in fair value of derivatives, net of taxes
Purchase of treasury stock
December 31, 2015
Net loss
Stock-based compensation
Issuance of common stock for M ediaM iser acquisition
Acquisition of non-controlling interest
Pension liability adjustments, net of taxes
Foreign currency translation adjustment
Change in fair value of derivatives, net of taxes
Purchase of treasury stock
December 31, 2016
Accumulated
O ther
Comprehensive
Loss
$ (692)
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
$ 21,724
- (974)
25,053
-
-
289
(5)
-
-
-
-
2
$ 22,963
$ 266
-
- 1,156
328
- (14)
- (1,653)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 613
- (447)
- 239
Treasury
Stock
Total
$ (4,288)
$ 39,973
- (974)
1,156
-
-
330
- (14)
- (1,653)
-
613
- (447)
239
-
25,337
268
22,780
20,750
(287)
(4,288)
39,223
- (2,826)
-
-
188
-
-
-
(80)
2
-
- 1,326
484
-
-
-
-
-
-
-
-
-
-
-
-
-
- 1,026
- (995)
- 172
-
- (2,826)
1,326
-
486
-
-
1,026
- (995)
172
-
(200)
- (200)
25,445
270
24,590
17,924
(84)
(4,488)
38,212
- (5,524)
-
-
236
-
-
-
-
(57)
3
-
- 1,162
566
- (261)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- (136)
- 49
- (153)
-
- (5,524)
1,162
-
-
569
- (261)
- (136)
49
-
- (153)
(134)
- (134)
25,624
$ 273
$ 26,057
$ 12,400
$ (324)
$ (4,622)
$ 33,784
See notes to consolidated financial statements.
F-5
INNODATA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
(In thousands)
Cash flow from operating activities:
Net loss
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Impairment charge
Depreciation and amortization
Provision for doubtful accounts
Stock-based compensation
Deferred income taxes
Pension cost
Change in fair value of contingent consideration
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses and other current assets
Other assets
Accounts payable and accrued expenses
Accrued salaries, wages and related benefits
Restricted shares withheld for taxes
Income and other taxes
Net cash provided by (used in) operating activities
Cash flow from investing activities:
Capital expenditures
Acquisition of business
Net cash used in investing activities
Cash flow from financing activities:
Payment of long-term obligations
Purchase of treasury stock
Proceeds from equipment financing
Proceeds from exercise of stock options
Net cash provided by (used in) financing activities
2016
2015
2014
$
(5,911)
$
(3,384)
$
(1,926)
-
3,195
136
1,162
(159)
103
1,038
17
(133)
(395)
(1,749)
84
-
(123)
(2,735)
(2,740)
(4,228)
(6,968)
(703)
(134)
-
-
(837)
-
2,773
-
1,326
(157)
431
-
1,043
90
12
132
441
-
(48)
2,659
(697)
-
(697)
(930)
(200)
-
-
(1,130)
374
3,046
-
1,156
(383)
717
-
1,874
(496)
590
160
(495)
(37)
33
4,613
(2,033)
(3,375)
(5,408)
(788)
-
859
351
422
Effect of exchange rate changes on cash and cash equivalents
(196)
(140)
(163)
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
(10,736)
24,908
692
24,216
(536)
24,752
Cash and cash equivalents, end of year
$
14,172
$
24,908
$
24,216
Supplemental disclosures of cash flow information:
Cash paid for income taxes
Vendor financed software licenses acquired
$
1,306
$
-
$
1,057
$
-
$
$
957
1,205
Common stock issued for MediaMiser acquistion
$
569
$
486
$
-
See notes to consolidated financial statements.
F-6
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
Description of Business and Summary of Significant Accounting Policies
Description of Business - Innodata Inc. and Subsidiaries (the “Company”) is a global digital services
and solutions company. Our technology and services power leading information products and online retail
destinations around the world. Our solutions help prestigious enterprises harness the power of digital data to re-
imagine how they operate and drive performance. We serve publishers, media and information companies,
digital retailers, banks, insurance companies, government agencies and many other industries. Founded in 1988,
we comprise a team of 5,000 diverse people in eight countries who are dedicated to delivering services and
solutions that help the world embrace digital data as a means of enhancing our lives and transforming our
businesses.
The Company operates in three reporting segments: Digital Data Solutions (DDS), Innodata Advanced
Data Solutions (IADS) and Media Intelligence Solutions (MIS).
The Company’s DDS segment provides solutions to digital retailers, information services companies,
publishers and enterprises that have one or more of the following broad business requirements: development of
digital content (including e-books); development of new digital information products; and operational support
of existing digital information products and systems. The DDS segment was formerly known as Content
Services.
The Company’s IADS segment designs and develops new capabilities to enable clients in the financial
services, insurance, medical and healthcare sectors to improve decision-support through digital technologies.
IADS operates through two subsidiaries. Synodex offers a range of services for healthcare, medical and
insurance companies, and docGenix provides services to financial services institutions. As of December 31,
2016, Innodata owned 91% of Synodex and 94% of docGenix, both limited liability companies.
Our MIS segment operates through our MediaMiser, Bulldog Reporter and the Agility PR Solutions
subsidiaries. In December 2016, we rebranded the MediaMiser and Agility PR Solutions products under the
name Agility PR Solutions.
Agility Enterprise (formerly known as MediaMiser Enterprise) provides media monitoring and analysis
solutions and professional services to several Fortune 500 companies and Canadian government institutions, as
well as small- and medium-sized businesses. Agility Enterprise enables companies to reduce the time and effort
required to extract, analyze and share valuable business intelligence from traditional and online media sources.
Bulldog Reporter is a news aggregation service for the public relations and corporate communications
professionals. Bulldog Reporter publishes a well-known daily e-newsletter, the Daily Dog.
In July 2016, we acquired the Agility business from PR Newswire, comprised of the Agility and Agility
Plus products. Agility is a global media contact database and email distribution platform and Agility Plus
provides additional self-service media monitoring and analytics capabilities. The solution is offered as software-
as-a-service (SaaS). This acquisition fostered growth in North America and Europe and filled out our PR
solution set. With this acquisition, Agility PR Solutions can now offer self and full-service solutions that
address the entire communications life cycle – from identifying influencers, amplifying messages, monitoring
coverage, to measuring impact.
Principles of Consolidation - The consolidated financial statements include the accounts of Innodata Inc.
and its wholly-owned subsidiaries, MediaMiser, a corporation in which the Company owns substantially all of the
economic interest, and the Synodex and docGenix limited liability companies that are majority-owned by the
Company. The non-controlling interests in the Synodex and docGenix limited liability companies are accounted
for in accordance with Financial Accounting Standards Board (FASB) non-controlling interest guidance. All
F-7
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates - In preparing financial statements in conformity with accounting principles generally
accepted in the United States of America, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Significant estimates include those related to revenue recognition, allowance
for doubtful accounts and billing adjustments, long-lived assets, intangible assets, goodwill, valuation of
deferred tax assets, valuation of securities underlying stock-based compensation, litigation accruals, pension
benefits, purchase price allocation of the net assets acquired in the acquisition of Agility, valuation of derivative
instruments and estimated accruals for various tax exposures.
Revenue Recognition - For the DDS segment, revenue is recognized based on the quantity delivered
or resources utilized and in the period in which services are performed and delivery has occurred. Revenues for
contracts billed on a time-and-materials basis are recognized as services are performed. Revenues under fixed-
fee contracts, which are not significant to the overall revenues, are recognized on the percentage of completion
method of accounting, as services are performed or milestones are achieved.
For the IADS segment, revenue is recognized primarily based on the quantity delivered and the period in
which services are performed and deliverables are made as per contracts. A portion of our IADS segment revenue
is derived from licensing our software and providing access to our hosted software platform. Revenue from such
services are recognized monthly when access to the service is provided to the end user and there are no significant
remaining obligations, persuasive evidence of an arrangement exists, the fees are fixed or determinable and
collection is reasonably assured.
The MIS segment derives its revenues primarily from subscription arrangements and provision of
enriched media analysis services. Revenue from subscriptions is recognized monthly when access to the service
is provided to the end user and there are no significant remaining obligations, persuasive evidence of an
arrangement exists, the fees are fixed or determinable and collection is reasonably assured. Revenue from
enriched media analysis services is recognized when the services are performed and delivered to the client.
Revenues include reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket
expenses included in direct operating costs.
Foreign Currency Translation - The functional currency of our production operations located in the
Philippines, India, Sri Lanka and Israel is the U.S. dollar. Transactions denominated in the Philippine pesos, Indian
and Sri Lankan rupees or Israeli shekels are translated to U.S. dollars at rates which approximate those in effect
on the transaction dates. Monetary assets and liabilities denominated in foreign currencies at December 31, 2016
and 2015 were translated at the exchange rate in effect as of those dates. Nonmonetary assets, liabilities, and
stockholders’ equity were translated at the appropriate historical rates. Included in direct operating costs are
exchange losses (gains) resulting from such transactions of approximately $486,000, $(134,000) and $246,000 for
the years ended December 31, 2016, 2015 and 2014, respectively.
The functional currency for our subsidiaries in Germany, United Kingdom and Canada are the Euro, the
Pound Sterling and the Canadian dollar, respectively. The financial statements of these subsidiaries are reported
in these respective currencies. Financial information is translated from the applicable functional currency to the
U.S. dollar (the reporting currency) for inclusion in our consolidated financial statements. Income, expenses
and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets
and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included
as a component of accumulated other comprehensive loss in stockholders' equity. Foreign exchange transaction
gains or losses are included in direct operating costs in the accompanying consolidated statements of operations
and comprehensive loss. The amount of foreign currency translation adjustment was $1,393,000, $1,442,000
and $447,000 as of December 31, 2016, 2015 and 2014, respectively.
F-8
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DDerivative Instruments - The Company has designated its derivatives (foreign currency forward
contracts) as a cash flow hedge. Accordingly, the effective portion of the derivative’s gain or loss is initially
reported as a component of accumulated other comprehensive income or loss, and is subsequently reclassified
to earnings when the hedge exposure affects earnings. The Company formally documents all relationships
between hedging instruments and hedged items, as well as its risk management objective and strategy for
undertaking various hedging activities.
Cash Equivalents - For financial statement purposes (including cash flows), the Company considers all
highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
Property and Equipment - Property and equipment are stated at cost and are depreciated on the straight-
line method over the estimated useful lives of the related assets, which is generally two to five years. Leasehold
improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lives of
the leases. Certain assets under capital leases are amortized over the lives of the respective leases or the estimated
useful lives of the assets, whichever is shorter.
if
factors,
following
present, may
recoverable. The
industry or economic trends; (iii) significant decline
Long-lived Assets - Management assesses the recoverability of its long-lived assets, which consist
primarily of fixed assets, whenever events or changes in circumstances indicate that the carrying value may not
be
impairment review:
(i) significant underperformance relative to expected historical or projected future operating results; (ii)
significant negative
the Company’s stock
price for a sustained period; and (iv) a change in the Company’s market capitalization relative to net book
value. If the recoverability of these assets is unlikely because of the existence of one or more of the above-
mentioned factors, an impairment analysis is performed, initially using a projected undiscounted cash
flow method. Management makes assumptions regarding estimated future cash flows and other factors to
determine the fair value of these respective assets. An impairment loss will be recognized only if the carrying
value of a long-lived asset is not recoverable, exceeds its fair value, and is measured as the amount by which
the carrying amount of a long-lived asset exceeds its fair value.
trigger
an
in
During the fourth quarter of 2014, the Company recorded an impairment charge of $0.4 million
representing the write-off of certain long lived assets on account of the consolidation of two India-based
production facilities.
Goodwill and Other Intangible Assets - Goodwill represents the excess purchase price paid over the
fair value of net assets acquired. The Company tests its goodwill on an annual basis using a two-step fair value
based test. The first step of the goodwill impairment test, used to identify potential impairment, compares the
fair value of a reporting unit, with its carrying amount, including goodwill. If the carrying amount of the
reporting unit exceeds its fair value, the second step of the goodwill impairment test must be performed to
measure the amount of the impairment loss, if any. If impairment is determined, the Company will recognize
additional charges to operating expenses in the period in which they are identified, which would result in a
reduction of operating results and a reduction in the amount of goodwill.
In the annual impairment test conducted by the Company as of September 30, 2016, 2015 and 2014,
the estimated fair value of the reporting unit exceeded its carrying amount, including goodwill. As such, no
impairment was identified or recorded.
Income Taxes - Deferred taxes are determined based on the difference between the financial statement
and tax basis of assets and liabilities, using enacted tax rates, as well as any net operating loss or tax credit
carryforwards expected to reduce taxes payable in future years. A valuation allowance is provided when it is more
likely than not that all or some portion of the deferred tax assets will not be realized. While the Company considers
future taxable income in assessing the need for the valuation allowance, in the event that the Company determines
that it would be able to realize the deferred tax assets in the future in excess of its net recorded amount, an
F-9
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
adjustment to the deferred tax assets would increase income in the period such determination was made. Similarly,
in the event that the Company determines that it would not be able to realize the deferred tax assets in the future
considering future taxable income, an adjustment to the deferred tax assets would decrease income in the period
such determination was made. Changes in the valuation allowance from period to period are included in the
Company’s tax provision in the period of change. The Company indefinitely reinvests the foreign earnings in its
foreign subsidiaries. Unremitted earnings of foreign subsidiaries have been included in the consolidated financial
statements without giving effect to the United States taxes that may be payable on distribution to the United States,
because such earnings are not anticipated to be remitted to the United States.
In assessing the realization of deferred tax assets, management considered whether it is more likely than
not that all or some portion of the U.S. deferred tax assets will not be realizable. As the expectation of future
taxable income resulting from Synodex cannot be predicted with certainty, the Company maintains a valuation
allowance against all the U.S. and Canadian deferred tax assets.
The Company accounts for income taxes regarding uncertain tax positions, and recognizes interest and
penalties related to uncertain tax positions in income tax expense in the consolidated statements of operations
and comprehensive loss.
Accounting for Stock-Based Compensation - The Company measures and recognizes stock-based
compensation expense for all share-based payment awards made to employees and directors based on estimated
fair value at the grant date. The stock-based compensation expense is recognized over the requisite service
period. The fair value is determined using the Black-Scholes option-pricing model.
The stock-based compensation expense related to the Company’s various stock option plans was
allocated as follows (in thousands):
Direct operating costs
Selling and adminstrative expenses
Total stock-based compensation
Years Ended December 31,
2015
2016
2014
$
$
330
832
1,162
$
$
381
945
1,326
$
$
390
766
1,156
Fair Value of Financial Instruments - The carrying amounts of financial instruments, including cash
and cash equivalents, accounts receivable and accounts payable approximated their fair value as of December
31, 2016 and 2015, because of the relative short maturity of these instruments.
Fair value measurements and disclosures define 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:
(cid:120) Level 1: Unadjusted quoted price in active market for identical assets and liabilities.
(cid:120) Level 2: Observable inputs other than those included in Level 1.
(cid:120) Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in
pricing the asset or liability.
Accounts Receivable - The majority of the Company’s accounts receivable are due from publishers,
information providers and e-book platform providers. The Company establishes credit terms for new clients based
F-10
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
upon management’s review of their credit information and project terms, and performs ongoing credit evaluations
of its clients, adjusting credit terms when management believes appropriate based upon payment history and an
assessment of the client’s current creditworthiness. The Company records an allowance for doubtful accounts for
estimated losses resulting from the inability of its clients to make required payments. The Company determines
its allowance by considering a number of factors, including the length of time trade accounts receivable are past
due (accounts outstanding longer than the payment terms are considered past due), the Company’s previous loss
history, the client’s current ability to pay its obligation to the Company, and the condition of the general economy
and the industry as a whole. While credit losses have generally been within expectations and the provisions
established, in 2016 the Company deferred $750,000 of revenue from one client that will be accounted for on a
cash basis and also recorded a $150,000 allowance for accounts receivables from this client. This cannot guarantee
that credit loss rates in the future will not be greater that those experienced in the past. In addition, there is credit
exposure if the financial condition of one of the Company’s major clients were to deteriorate. In the event that the
financial condition of one of the Company’s clients were to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be necessary.
Concentration of Credit Risk - The Company maintains its cash with highly rated financial
institutions, located in the United States and in foreign locations where the Company has its operations. At
December 31, 2016, the Company had cash and cash equivalents of $14.2 million, of which $11.7 million was
held by its foreign subsidiaries with local banks located mainly in Asia and $2.5 million was held in the United
States. To the extent that such cash exceeds the maximum insurance levels, the Company would be uninsured.
The Company has not experienced any losses in such accounts.
Loss per Share - Loss per share is computed using the weighted-average number of common shares
outstanding during the year. Diluted loss per share is computed by considering the impact of the potential
issuance of common shares, using the treasury stock method, on the weighted average number of shares
outstanding. For those securities that are not convertible into a class of common stock, the “two class” method
of computing loss per share is used.
Pension - The Company records annual pension costs based on calculations, which include various
actuarial assumptions including discount rates, compensation increases and other assumptions involving
demographic factors. The Company reviews its actuarial assumptions on an annual basis and makes
modifications to the assumptions based on current rates and trends. The Company believes that the assumptions
used in recording its pension obligations are reasonable based on its experience, market conditions and inputs
from its actuaries.
DDeferred Revenue - Deferred revenue represents payments received from clients in advance of
providing services and amounts deferred if conditions for revenue recognition have not been met. Included in
accrued expenses on the accompanying consolidated balance sheets as of December 31, 2016 and 2015 is
deferred revenue amounting to $2.0 million and $1.2 million, respectively.
Recent Accounting Pronouncements - In May 2014, the FASB issued guidance on revenue from
contracts with clients. This update is a comprehensive new revenue recognition model that requires a company
to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the
consideration it expects to receive in exchange for those goods or services. It also requires additional disclosure
about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts,
including significant judgments and changes in judgments and assets recognized from costs incurred to obtain
or fulfill a contract. This accounting guidance is effective prospectively for annual reporting periods, and
interim periods within those periods, beginning after December 15, 2017 and early adoption is permitted starting
from the first quarter of 2017. Companies may use either a full retrospective or a modified retrospective
approach to adopt the new standard when it takes effect. The company does not anticipate that adoption of this
standard will have a material impact on its consolidated financial statements.
F-11
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In November 2015, the FASB issued guidance related to balance sheet classification of deferred taxes.
This new guidance requires that deferred tax assets and liabilities be classified as noncurrent in the balance
sheet. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2016. Early adoption is permitted. The Company adopted this standard and there was no
material impact on its consolidated financial statements.
In February 2016, the FASB issued guidance related to leases. This new guidance requires lessees to
recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease
term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative
and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from
leases. The standard requires the use of a modified retrospective transition approach, which includes a number
of optional practical expedients that entities may elect to apply. This new guidance is effective for annual
periods beginning after December 15, 2018. Early application is permitted. The Company has not yet
determined the potential effects of the adoption of this standard on its consolidated financial statements.
In March 2016, the FASB issued guidance relating to share-based compensation. This new guidance
is intended to simplify several aspects of the accounting for share-based payment transactions, including the
income tax consequences, classification of awards as either equity or liabilities, and classification on the
statement of cash flows. The new guidance is effective for annual periods beginning after December 15,
2016. Early application is permitted. The Company adopted this standard and there was no material impact on
its consolidated financial statements.
2.
Property and equipment
Property and equipment, which include amounts recorded under capital leases, are stated at cost less
accumulated depreciation and amortization (in thousands), and consist of the following:
December 31
2016
2015
Equipment
Software
Furniture and equipment
Leasehold improvements
Total
Less: accumulated depreciation and amortization
$
$
14,558
5,685
2,119
4,929
27,291
(21,894)
5,397
13,437
5,089
2,313
4,956
25,795
(21,072)
4,723
$
$
Depreciation and amortization expense of property and equipment was approximately $2.1 million, $1.9
million and $2.5 million for the years ended December 31, 2016, 2015 and 2014, respectively.
During the fourth quarter of 2014, the Company recorded an impairment charge of $0.4 million
representing the write-off of certain long lived assets on account of the consolidation of two India-based
production facilities.
3.
AAcquisitions
On July 14, 2016, Innodata’s MediaMiser subsidiary completed the acquisition of Agility from PR
Newswire under an asset purchase agreement for cash consideration of $4.2 million.
Agility is a global media contact database and email distribution platform and Agility Plus provides
additional self-service media monitoring and analytics capabilities. The solution is offered as software-as-a-
F-12
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
service (SaaS). The acquisition helped the MIS Segment to foster growth in North America and Europe by
bolstering MediaMiser’s media intelligence solutions and media databases, improving its media outreach
capabilities, and delivering stronger, more data-powered media intelligence to clients. With this acquisition,
Agility PR Solutions can now offer self and full-service solutions that address the entire communications life
cycle – from identifying influencers, amplifying messages, monitoring coverage, to measuring impact.
As this acquisition was effective on July 14, 2016, the results of operations of Agility are included in
the consolidated financial statements for the period beginning July 14, 2016. The transaction has been accounted
for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed
in a business combination be recognized at their fair values as of the acquisition date. The excess of the purchase
price over the net assets acquired was recorded as goodwill.
The Company has obtained third party valuations of certain intangible assets. The following table
summarizes (in thousands) the final purchase price allocation for the acquisition:
Accounts receivable
Media contact database
Developed technology
Tradenames and trademarks
Total identifiable assets acquired
Accrued salaries, wages and related benefits
Deferred revenues
Income and other taxes
Total liabilities assumed
Net identifiable assets acquired
Goodwill
Net assets acquired
Amount
$
771
3,610
994
310
5,685
63
2,560
97
2,720
2,965
1,263
4,228
$
The estimated fair value of the media contacts database and tradenames and trademarks intangible assets
was determined using the “relief from royalty method” under the income approach, which is a valuation technique
that provides an estimate of the fair value of an asset based on the cost savings that are available through ownership
of the asset by the avoidance of paying royalties to license the use of the asset from another owner. The estimated
fair value of the developed technology was determined based on the cost approach, which measures the value by
the cost to reconstruct or replace the platform with another of like utility. Some of the more significant assumptions
inherent in the development of these asset valuations include the projected revenue associated with the asset, the
appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the
assessment of each asset’s life cycle, as well as other factors. The discount rate used to arrive at the present value
of the media contact database and tradenames and trademarks at the acquisition date, was 13.5%. The remaining
useful lives of the media contact database, developed technology, and tradenames and trademarks were based on
historical product development cycles, the projected rate of technology migration, a market participant’s use of
these intangible assets and the pattern of projected economic benefit of these intangible assets.
The amounts assigned to the media contact database, developed technology, tradenames and trademarks
are amortized over the estimated useful life of 10 years.
The Company funded the purchase price from its available cash on hand. Transaction expenses amounted
to $0.1 million and have been expensed.
F-13
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On July 28, 2014, the Company acquired 100% of the common shares and 100% of the preferred shares
of MediaMiser. These shares represent substantially all of the economic ownership interest of MediaMiser.
The purchase price for the acquisition was $5.2 million ($5.4 million on a constant currency basis) in
upfront cash, $0.5 million paid by the Company on July 28, 2015 in shares of Innodata Inc.’s common stock
and $0.6 million paid by the Company on July 28, 2016 in shares of Innodata Inc.’s common stock. In addition,
on September 30, 2016 the Company and the other parties involved in the acquisition of MediaMiser amended
the terms on which a subsidiary of the Company is required to make a supplemental purchase price payment for
MediaMiser. Prior to the amendment, the amount of the supplemental purchase price payment was to be
determined by the achievement of certain financial thresholds and was in no event to exceed $3.8 million (C$5
million). The amendment fixed the amount of the supplemental purchase price payment at $1.5 million (C$2
million) payable in two equal installments on March 31, 2017 and 2018 to designated recipients, except that no
payments will be made to designated recipients who fail to satisfy specified conditions. The Company has the
option to pay up to 70% of the supplemental amount in shares of Innodata Inc. common stock.
As this acquisition was effective on July 28, 2014, the results of operations of MediaMiser are included
in the consolidated financial statements for the period beginning July 29, 2014. The transaction has been
accounted for using the acquisition method of accounting. This method requires that assets acquired and
liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The
excess of the purchase price over the net assets acquired was recorded as goodwill.
The following table summarizes (in thousands) the purchase price allocation for the acquisition:
Accounts receivable
Prepaid expenses and other current assets
Property and equipment, net
Other assets
Developed technology
Customer relationships
Trademarks and tradenames
Total identifiable assets acquired
Accounts payable and accrued expenses
Accrued salaries, wages and related benefits
Deferred revenues
Income and other taxes
Deferred tax liability
Capital lease obligation
Total liabilities assumed
Net identifiable assets acquired
Goodwill
Net assets acquired
Amount
$
468
288
181
21
2,629
2,555
297
6,439
583
315
382
310
751
38
2,379
4,060
1,034
5,094
$
The estimated fair value of the developed technology and trademarks and tradenames intangible assets
was determined using the “relief from royalty method” under the income approach, which is a valuation technique
that provides an estimate of the fair value of an asset based on the cost savings that are available through ownership
of the asset by the avoidance of paying royalties to license the use of the assets from another owner. The estimated
fair value of the customer relationships was determined using the “excess earnings method” under the income
F-14
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
approach, which represents the total income to be generated by the asset. Some of the more significant assumptions
inherent in the development of these asset valuations include the projected revenue associated with the asset, the
appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the
assessment of each asset’s life cycle, as well as other factors. The discount rate used to arrive at the present value
of the customer relationships, developed technology and trademarks and tradenames, at the acquisition date, was
19%. The remaining useful lives of the developed technology and trademarks and tradenames were based on
historical product development cycles, the projected rate of technology migration and a market participant’s use
of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining
useful lives of customer relationships were based on the customer attrition and the projected economic benefit of
these clients.
The amounts assigned to developed technology, customer relationships, trademarks and trade names are
amortized over the estimated useful life of 10 years, 12 years and 10 years, respectively. The weighted average
life over which these acquired intangibles will be amortized is approximately 11 years.
The Company funded the cash portion of the purchase price from its available overseas cash on hand.
Transaction expenses amounted to $0.1 million and have been expensed.
On December 23, 2014, the Company acquired intellectual property and related assets of Bulldog
Reporter from Sirius Information, Inc. The assets acquired included the Daily Dog, the Bulldog Awards, Inside
Health Media, Media Pro, and certain leading industry books and publications. The estimated fair value of
trademarks and tradenames amounted to $320,000 and deferred revenues of $160,000. The amount assigned to
trademarks and tradenames is amortized over the estimated useful life of 5 years.
The following unaudited pro forma summary presents consolidated information of the Company as if
these business combinations had occurred on January 1, 2014 (amount in thousands, except per share amounts):
Revenues:
As reported
Proforma
Net loss attributable to Innodata Inc. and
Subsidiaries:
As reported
Proforma
Basic and diluted net loss per share:
As reported
Proforma
4.
Goodwill and Intangible Assets
2016
December 31
2015
2014
$
$
63,074
66,574
$
$
58,523
63,483
$
$
59,076
65,524
$
$
(5,524)
(5,188)
$
$
(2,826)
(2,903)
$
$
(974)
(1,606)
$
$
(0.22)
(0.20)
$
$
(0.11)
(0.11)
$
$
(0.04)
(0.06)
The changes in the carrying amount of goodwill as of December 31, 2016 and 2015 were as follows (in
thousands):
F-15
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Balance as of January 1, 2015
Foreign currency translation adjustment
Balance as of December 31, 2015
Goodwill recorded in connection with an acquisition
Foreign currency translation adjustment
Balance as of December 31, 2016
$
$
1,635
(159)
1,476
1,263
(5)
2,734
The goodwill recorded in connection with the acquisition is not deductible for tax purposes.
Information regarding our acquisition-related intangible assets is as follows (in thousands):
Developed
technology
Customer
relationships
Trademarks
and
tradenames
Patents
Media
Contact
Database
Total
Gross carrying amounts:
Balance as of January 1, 2015
Foreign currency translation
Balance as of December 31, 2015
Additions
Foreign currency translation
Balance as of December 31, 2016
Accumulated amortization:
Balance as of January 1, 2015
Amortization expense
Foreign currency translation
Balance as of December 31, 2015
Amortization expense
Foreign currency translation
Balance as of December 31, 2016
$
$
$
$
$
$
$
$
$
$
2,369
(391)
1,978
994
47
3,019
98
220
(38)
280
257
8
545
2,439
(403)
2,036
-
76
2,112
84
189
(33)
240
178
7
425
Developed
technology
Customer
relationships
Trademarks
and
tradenames
$
$
$
596
(41)
555
310
-
865
11
91
(4)
98
105
-
203
50
(9)
41
-
2
43
-
$
-
-
3,610
(100)
3,510
$
Media
Contact
Database
-
$
-
-
-
181
(6)
175
$
5,454
(844)
4,610
4,914
25
9,549
193
506
(76)
623
725
10
1,358
Total
$
Patents
$
-
6
(1)
5
4
1
10
$
$
$
$
$
Amortization expense relating to acquisition-related intangible assets was $0.7 million, $0.5 million and
$0.2 million for the years ended December 31, 2016, 2015 and 2014, respectively.
Estimated annual amortization expense for intangible assets subsequent to December 31, 2016 is as
follows (in thousands):
F-16
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year
2017
2018
2019
2020
2021
Thereafter
Amortization
952
$
952
952
887
887
3,561
8,191
$
5.
Taxes
The significant components of the provision for income taxes for each of the three years in the period
ended December 31, 2016 are as follows (in thousands):
Current income tax expense:
Foreign
Federal
State and local
Deferred income tax expense (benefit):
Foreign
Federal
2016
2015
2014
$ 1,301
-
1
1,302
$ 1,331
4
1
1,336
$ 778
-
22
800
(176)
(133)
-
-
(176)
(133)
(413)
19
(394)
Provision for income taxes
$ 1,126
$ 1,203
$ 406
The reconciliation of the U.S. statutory rate with the Company’s effective tax rate for each of the three
years in the period ended December 31, 2016 is summarized as follows:
Federal statutory rate
Effect of:
2016
2015
2014
(34.0)
%
(34.0)
%
(34.0)
%
State income taxes (net of federal tax benefit)
Taxes on foreign income at rates that differ from U.S.
statutory rate
Change in valuation allowance on deferred tax assets
Deemed dividend under Section 956 of the Internal Revenue Code
Increase (decrease) in unrecognized tax benefits
Incremental accrual for Innodata India transfer pricing
Other
Effective tax rate
(2.7)
17.3
(34.5)
75.9
1.6
-
0.1
23.7
%
(2.7)
(2.1)
(8.8)
41.1
60.9
(25.7)
19.6
4.8
55.2
%
(50.4)
94.1
-
(21.7)
38.7
2.1
26.7
%
Deferred tax assets and liabilities are classified as non-current. Significant components of the Company’s
deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows (in thousands):
F-17
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income tax assets:
Allowances not currently deductible
Depreciation and amortization
Equity compensation not currently deductible
Net operating loss carryforwards
Expenses not deductible until paid
Tax credit carryforwards
Derivatives
Other
Total gross deferred income tax assets before valuation allowance
Valuation allowance
Net deferred income tax assets
Deferred income tax liabilities:
Acquisition of MediaMiser
Other
Totals
$
546
1,654
1,836
6,718
1,079
176
-
188
12,197
(10,556)
1,641
$
312
1,762
1,547
6,257
1,093
176
61
275
11,483
(9,887)
1,596
(471)
(209)
(680)
(507)
(217)
(724)
Net deferred tax assets
$
961
$
872
Net deferred income tax asset
Net deferred income tax liability
Net deferred income tax assets
1,641
(680)
1,664
(792)
$
961
$
872
In assessing the realization of deferred tax assets, 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 December 31, 2016, the Company
continues to maintain a valuation allowance on all U.S. and Canadian deferred tax assets.
The Company indefinitely reinvests the foreign earnings in its foreign subsidiaries. Unremitted earnings
of foreign subsidiaries have been included in the consolidated financial statements without giving effect to the
United States taxes that may be payable on distribution to the United States, because such earnings are not
anticipated to be remitted to the United States. Undistributed earnings of foreign subsidiaries amount to
approximately $31.6 million at December 31, 2016. These earnings are considered to be indefinitely reinvested
except for the amount described below, and accordingly, no provision for U.S. federal or state income taxes has
been made. When such earnings are repatriated in the future, or are no longer deemed to be indefinitely
reinvested, the Company will accrue the applicable amount of taxes associated with such earnings, net of foreign
tax credits.
In order to preserve cash in the United States, for the year 2016 the U.S. entity deferred $4.2 million in
payments due to its Asian operating subsidiaries, which resulted in a deemed dividend that is taxable income
for U.S. tax purposes under Section 956 of the Internal Revenue Code. The taxable income was offset against
the net operating loss carryforwards of the U.S. entity.
F-18
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company projects that during the period from 2017 through 2018 the U.S. entity may not have
sufficient cash to pay in full amounts that will be payable by it to the Company’s Asian operating subsidiaries and
that the cash deficit will amount to approximately $7.0 million. The resulting deferral in payments would result in
a deemed dividend that would be taxable income to the U.S. entity and would be offset against its net operating
loss carryforwards. The Company adjusted its deferred tax assets and the corresponding valuation allowance as
of December 31, 2016 to reflect the projected deferral in payments.
United States and foreign components of income (loss) before provision for income taxes for each of
the three years ended December 31, (in thousands) are as follows:
2016
2015
2014
United States
Foreign
Total
$
$
(5,401)
616
(4,785)
$
$
(4,992)
2,811
(2,181)
$
$
(4,218)
2,698
(1,520)
Certain of the Company’s foreign subsidiaries are subject to preferential tax rates. In addition, one of the
foreign subsidiaries enjoys a tax holiday. Due to the tax holiday and the preferential tax rates, the income tax rate
for the Company was substantially reduced, the tax benefit from which was approximately $0.2 million, $0.1
million and $0.2 million for each of the three years in the period ended December 31, 2016, respectively.
MediaMiser claims deductions of eligible research and development expenses within the Scientific
Research and Experimental Development (SR&ED) Program, a federal tax incentive program, administered by
the Canada Revenue Agency. Amounts recorded for the federal and provincial research and development tax
credits aggregated $0.2 million and $0.3 million for the year ended December 31, 2016 and 2015, respectively.
Such amounts have been recorded as a reduction in the selling and administrative expenses.
At December 31, 2016, the Company has available U.S. federal and New Jersey state net operating loss
carryforwards of approximately $24.5 million and $26.1 million, respectively. These net operating loss
carryforwards expire at various times through the year 2035. Stock option exercises resulted in tax deductions in
excess of previously recorded benefits based on the option value at the time of grant (a “windfall”). The Company
adopted the provisions of ASU 2016-9 whereby these benefits were reflected in the net operating losses and
resulting deferred tax assets for 2016 and 2015. Windfalls included in net operating losses as of December 31,
2016 were approximately $5.2 million.
At December 31, 2016, MediaMiser has available net operating loss carryforwards of approximately
$4.0 million in Canada which begin to expire in 2028. In addition, MediaMiser also has research and
development expenditures of approximately $1.7 million available to reduce taxable income in future years
which may be carried forward indefinitely. The potential benefits from these balances have not been recognized
for financial statement purposes.
The Company had unrecognized tax benefits of $1.2 million at both December 31, 2016 and 2015. The
portion of unrecognized tax benefits relating to interest and penalties was $0.5 million for both December 31, 2016
and 2015. The unrecognized tax benefits as of December 31, 2016 and 2015, if recognized, would have an impact
on the Company’s effective tax rate.
The following table represents a roll forward of the Company’s unrecognized tax benefits and
associated interest for the years ended (amounts in thousands):
F-19
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31
2016
2015
Balance at January 1
Increase for tax position
Decrease for tax position on account of settlement
Interest accrual
Foreign currency revaluation
Balance at December 31
$
$
1,207
40
(108)
51
(6)
1,184
$
1,760
27
(588)
-
8
1,207
$
The Company is subject to Federal income tax, as well as income tax in various states and foreign
jurisdictions. The Company is no longer subject to examination by Federal tax authorities for years prior to
2006 and by New Jersey tax authorities for years prior to 2012. Various foreign subsidiaries currently have open
tax years from 2003 through 2016.
Pursuant to an income tax audit by the Indian Bureau of Taxation in 2009, the Company’s Indian
subsidiaries received a tax assessment approximating $309,000 including interest, through December 31, 2016
for the fiscal year ended March 31, 2006. Management disagrees with the basis of these tax assessments, has
filed an appeal against the assessments and is contesting them vigorously. In January 2012, the Indian subsidiary
received a final tax assessment of approximately $1.0 million, including interest, for the fiscal year ended March
31, 2008, from the Indian Bureau of Taxation. Management disagrees with the basis of this tax assessment, and
has filed an appeal against it. Due to this assessment, the Company recorded a tax provision amounting to
$493,000 including interest through December 31, 2016. In April 2015, the Company received a favorable
judgment whereby the Appeal Officer reduced the tax assessment to $0.3 million. Under the Indian Income Tax
Act, however, the income tax assessing officer has the right to appeal against the judgment passed by the Appeal
Officer. In the third quarter of 2015, the income tax assessing officer exercised this right and filed an appeal.
Based on recent experience, management believes that the tax provision of $493,000 including interest is
adequate. As the Company is continually subject to tax audits by the Indian Bureau of Taxation, the Company
continuously assesses the likelihood of an unfavorable assessment for all fiscal years for which the Company
has not been audited and, as of December 31, 2016, the Company recorded a tax provision amounting to
$158,000 including interest, through December 31, 2016.
In 2015, the Company’s Indian subsidiary was subject to an inquiry by the Service Tax Bureau in India
regarding the classification of services provided by this subsidiary, asserting that the services provided by this
subsidiary fall under the category of online information and database access or retrieval services (OID Services),
and not under the category of business support services (BS Services) that are exempt from service tax as
historically indicated in the subsidiary’s service tax filings. In the event the Service Tax Bureau is successful in
proving that the services fall under the category of OID Services the revenues earned by the Company’s Indian
subsidiary would be subject to a service tax of approximately 14.5% and this would increase the operating costs
of the Company by an equivalent amount. The revenues of the Company’s Indian subsidiary for the year ended
December 31, 2016 were $16.8 million. The Company disagrees with the Service Tax Bureau’s position and is
contesting these assertions vigorously.
The Company had established a valuation allowance of approximately $10.6 million and $9.9 million
at December 31, 2016 and 2015, respectively. The valuation allowance relates to U.S. deferred tax assets and
the Company’s Canadian subsidiary. The net change in the total valuation for the three years ended December
31, 2016, 2015 and 2014 was an increase of $0.7 million, $0.3 million and $1.5 million, respectively. The
adoption of the provisions of ASU 2016-9 resulted in a $1.8 million increase in the valuation allowance in 2016.
The Company from time to time is also subject to various other tax proceedings and claims for its
Philippines subsidiaries. The Company has recorded a tax provision amounting to $224,000 including interest
F-20
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
through December 31, 2016, 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.
6.
Long-term obligations
Total long-term obligations as of December 31, 2016 and 2015 consist of the following (in thousands):
Vendor obligations
Capital lease obligations (1)
Deferred lease payments (2)
Microsoft licenses (3)
December 31,
2016
2015
$ 224
$ 423
705
707
-
360
Acquisition related liability (4)
1,492
993
Pension obligations
Accrued pension liability
Less: Current portion of long-term obligations
Totals
2,616
5,037
1,120
$ 3,917
2,535
5,018
1,582
$ 3,436
(1) In March 2014, the Company entered into an equipment sale leaseback agreement with a financing
company. The cash proceeds from the transaction were $0.9 million. The Company leased the equipment for a
period of 36 months at an effective interest rate of approximately 6% and has the option to purchase the
equipment at a nominal amount at the end of the lease term. The Company has accounted for this transaction as
a financing arrangement, wherein the equipment remains on the Company’s books and will continue to be
depreciated.
(2) Deferred lease payments represents the effect of straight-lining non-financing type lease payments
over the respective lease terms.
(3) In March 2014, the Company renewed a vendor agreement to acquire certain additional software
licenses and to receive support and subsequent software upgrades on these and other currently owned software
licenses through February 2017. Pursuant to this agreement, the Company is obligated to pay approximately $0.4
million annually over the term of the agreement. As of December 31, 2016, the Company has paid its obligation
in full.
(4) On September 30, 2016, the Company and the other parties involved in the acquisition of MediaMiser
amended the terms on which a subsidiary of the Company is required to make a supplemental purchase price
payment for MediaMiser. Prior to the amendment, the amount of the supplemental purchase price payment was
to be determined by the achievement of certain financial thresholds and was in no event to exceed $3.8 million
(C$5 million). The amendment fixed the amount of the supplemental purchase price payment at $1.5 million
(C$2 million) payable in two equal installments on March 31, 2017 and 2018 to designated recipients, except
that no payments will be made to designated recipients who fail to satisfy specified conditions. The Company
has the option to pay up to 70% of the supplemental amount in shares of Innodata Inc. stock.
F-21
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7.
Commitments and contingencies
Leases -The Company is obligated under various operating lease agreements for office and production
space. Certain agreements contain escalation clauses and requirements that the Company pay taxes, insurance and
maintenance costs. Company leases that include escalated lease payments are expensed on a straight-line basis
over the lease period.
Lease agreements for production space in most overseas facilities, which expire through 2030, contain
provisions pursuant to which the Company may cancel the leases subject to a notice period, and generally subject
to forfeiture of the security deposit. Rent expense, principally for office and production space totaled
approximately $2.7 million, $2.8 million and $3.0 million for the years ended December 31, 2016, 2015 and 2014,
respectively.
Future minimum lease payments under non-cancelable leases, by year and in the aggregate, as of
December 31, 2016 (in thousands) are as follows:
Years Ending December 31,
2017
2018
2019
2020
2021
Thereafter
Total minimum lease payments
$ 646
760
784
687
345
380
$ 3,602
LLitigation - In 2008, the Supreme Court of the Republic of the Philippines refused to review a decision
of the Court of Appeals in Manila against a Philippines subsidiary of the Company that is inactive and has no
material assets, and purportedly also against Innodata Inc., that orders the reinstatement of certain former
employees of the subsidiary to their former positions and also orders the payment of back wages and benefits
that aggregate approximately $8.0 million. Based on consultation with legal counsel, the Company believes that
financial recovery against the Company is unlikely.
The Company is also subject to various legal proceedings and claims which arise in the ordinary course
of business.
While management currently believes that the ultimate outcome of these proceedings will not have a
material adverse effect on the Company’s consolidated financial position or overall trends in consolidated
results of operations, litigation is subject to inherent uncertainties. Substantial recovery against the Company
in the above-referenced Philippines action could have a material adverse impact on the Company, and
unfavorable rulings or recoveries in the other proceedings could have a material adverse impact on the operating
results of the period in which the ruling or recovery occurs. In addition, the Company’s estimate of potential
impact on the Company’s consolidated financial position or overall consolidated results of operations for the
above legal proceedings could change in the future.
The Company’s legal reserves related to legal proceedings and claims are based on a determination of
whether or not a loss is probable. The Company reviews outstanding proceedings and claims with external
counsel to assess probability and estimates of loss. The reserves are adjusted if necessary. While the Company
intends to defend these matters vigorously, adverse outcomes that it estimates could reach approximately
$100,000 in the aggregate beyond recorded amounts are reasonably possible. If circumstances change, the
Company may be required to record adjustments that could be material to its reported consolidated financial
condition and results of operations.
F-22
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign Currency - To the extent that the currencies of the Company’s production facilities located in
the Philippines, India, Sri Lanka and Israel fluctuate, the Company is subject to risks of changing costs of
production after pricing is established for certain client projects. In addition, the Company is exposed to the risk
on foreign currency fluctuation on the non-U.S. dollar denominated revenues, and on the monetary assets and
liabilities held by its foreign subsidiaries that are denominated in local currency.
Indemnifications - The Company is obligated under certain circumstances to indemnify directors, certain
officers and employees against costs and liabilities incurred in actions or threatened actions brought against such
individuals because such individuals acted in the capacity of director and/or officer or fiduciary of the Company.
In addition, the Company has contracts with certain clients pursuant to whom the Company has agreed to
indemnify the client for certain specified and limited claims. These indemnification obligations occur in the
ordinary course of business and, in many cases, do not include a limit on potential maximum future payments. As
of December 31, 2016, the Company has not recorded a liability for any obligations arising as a result of these
indemnifications.
Liens - In connection with the procurement of tax incentives at one of the Company’s foreign subsidiaries,
the foreign zoning authority was granted a first lien on the subsidiary’s property and equipment. As of December
31, 2016, the net book value of the property and equipment was $0.5 million.
8.
Pension benefits
U.S. Defined Contribution Pension Plan - The Company has a defined contribution plan qualified under
Section 401(k) of the Internal Revenue Code, pursuant to which substantially all of its U.S. employees are eligible
to participate after completing six months of service. Participants may elect to contribute a portion of their
compensation to the plan. Under the plan, the Company has the discretion to match a portion of participants’
contributions. The Company intends to match approximately $0.1 million to the plan for the year ended
December 31, 2016. For the years ended December 31, 2015 and 2014, the Company did not make any
matching contributions.
Non-U.S. Pension benefits - The accounting standard for pensions requires an employer to recognize
a net liability or asset and an offsetting adjustment to accumulated other comprehensive loss to report the funded
status of defined benefit pension and other post-retirement benefit plans.
Most of the non-U.S. subsidiaries provide for government-mandated defined pension benefits. For
certain of these subsidiaries, vested eligible employees are provided a lump sum payment upon retiring from
the Company at a defined age. The lump sum amount is based on the salary and tenure as of retirement date.
Other non-U.S. subsidiaries provide for a lump sum payment to vested employees on retirement, death,
incapacitation or termination of employment, based upon the salary and tenure as of the date employment
ceases. The liability for such defined benefit obligations is determined and provided on the basis of actuarial
valuations. As of December 31, 2016, these plans are unfunded. Pension expense for foreign subsidiaries totaled
approximately $0.3 million, $0.6 million and $0.7 million for each of the three years in the period ended
December 31, 2016.
The following table summarizes the amounts recognized in accumulated other comprehensive loss, net
of taxes (in thousands):
F-23
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31,
2015
2016
2014
Amortization of transition obligation
Actuarial gain (loss)
Totals
Amounts in accumulated other comprehensive loss not yet
reflected in net periodic pension cost, net of taxes:
Actuarial gain
Transition obligation
Totals
$
$
$
$
43
(179)
(136)
1,557
(170)
1,387
$
$
$
$
Amounts in accumulated other comprehensive loss expected to
be amortized in 2017 net periodic pension cost, net of taxes:
Actuarial gain
Transition obligation
$
$
(286)
38
(248)
Totals
40
986
1,026
$
$
39
574
613
1,736
(213)
1,523
The following table sets out the status of the non-U.S. pension benefits and the amounts (in thousands)
recognized in the Company’s consolidated financial statements as of and for each of the three years in the period
ended December 31, 2016:
Benefit Obligations:
2016
2015
2014
$
$
$
2,840
368
170
(197)
(142)
(143)
2,896
3,531
477
219
(1,119)
(199)
(69)
2,840
3,652
491
222
(855)
132
(111)
3,531
$
$
$
Projected benefit obligation at beginning of the year
Service cost
Interest cost
Actuarial gain
Foreign currency exchange rates changes
Benefits paid
Projected benefit obligation at end of the year
F-24
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Components of Net Periodic Pension Cost:
2016
2015
2014
Service cost
Interest cost
Actuarial loss (gain) recognized
Net periodic pension cost
$
$
$
368
170
(315)
223
477
219
(79)
617
491
222
4
717
$
$
$
The accumulated benefit obligation, which represents benefits earned to date, was approximately
$1.5 million and $1.7 million as of December 31, 2016 and 2015, respectively.
Actuarial assumptions for all non-U.S. plans are described below. The discount rates are used to
measure the year end benefit obligations and the earnings effects for the subsequent year. The assumptions for
each of the three years in the period ended December 31, 2016 are as follows:
Discount rate
Rate of increase in compensation level
Estimated Future Benefit Payments:
2016
2015
5.4%-12.5% 5%-9.8%
6%-9%
5%-8.5%
2014
4.7%-9.5%
6%-9%
The following benefit payments, which reflect expected future service, as appropriate, are expected to
be paid (in thousands):
Years Ending December 31,
2017
2018
2019
2020
2021
2022 to 2026
$ 530
289
116
221
93
1,259
$ 2,508
9.
Capital Stock
Common Stock - The Company is authorized to issue 75,000,000 shares of common stock. Each share
of common stock has one vote. Subject to preferences that may be applicable to any outstanding shares of
preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors. No common stock dividends have been declared to date.
Preferred Stock - The Company is authorized to issue 5,000,000 shares of preferred stock. The Board
of Directors is authorized to fix the terms, rights, preferences and limitations of the preferred stock and to issue
the preferred stock in series which differ as to their relative terms, rights, preferences and limitations.
Stockholders Rights Agreement - On January 14, 2016, the Board of Directors declared a dividend of
one preferred share purchase right (each, a “Right,” and collectively, the “Rights”) for each outstanding share
F-25
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
of the Company’s common stock on February 1, 2016. The description and terms of the Rights are set forth in
a Rights Agreement between the Company and American Stock Transfer & Trust Co., as rights agent, dated as
of January 14, 2016 (the “Rights Agreement”). Each Right entitles its holder to purchase, under certain
conditions, one one-thousandth of a share of Series C Participating Preferred Stock (“Preferred Stock”). Each
one one-thousandth of a share of Preferred Stock has substantially the same rights as one share of the Company’s
common stock. Subject to the terms and conditions of the Rights Agreement, Rights become exercisable ten
days after the public announcement that a “Person” has become an “Acquiring Person” (as each such term is
defined in the Rights Agreement) by obtaining beneficial ownership of 20% or more of the Company’s
outstanding common stock, or, if earlier, ten business days (or a later date determined by the Board of Directors
before any Person becomes an Acquiring Person) after a Person begins a tender or exchange offer which, if
completed, would result in that Person becoming an Acquiring Person. Any Rights held by an Acquiring Person
are void and may not be exercised.
If a Person becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may
purchase at the Right’s then-current exercise price, the Company’s common stock having a market value equal
to twice the exercise price. Moreover, at any time after a Person becomes an Acquiring Person (unless such
Person acquires 50 percent or more of the common stock of the Company then outstanding, as more fully
described in the Rights Agreement), the Board of Directors may exchange one share of the Company’s common
stock for each outstanding Right (other than rights owned by such Person, which would have become void). In
addition, if the Company is acquired in a merger or other business combination transaction after a Person
becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may purchase at the Right’s
then-current exercise price, a number of the acquiring Company’s common stock having a market value of twice
the exercise price. If the Company receives a “qualifying offer” (which includes certain all-cash fully financed
tender offers or exchange offers for all of the Company’s outstanding common stock), under certain
circumstances, holders of 10 percent of the Company’s outstanding common stock (excluding stock held by the
offeror and its affiliates and associates) may direct the Board of Directors to call a special meeting of
stockholders to consider a resolution exempting such “qualifying offer” from the Rights Agreement. The Rights
themselves have no voting power. The Board of Directors may redeem the Rights at an initial redemption price
of $0.001 per Right under certain circumstances set forth in the Rights Agreement.
The Rights Agreement was approved by the Company’s stockholders at the 2016 annual meeting. The
Rights will expire on January 13, 2019 unless earlier redeemed or exchanged.
Common Stock Reserved - As of December 31, 2016, the Company had reserved for issuance
approximately 5,246,000 shares of common stock pursuant to the Company’s stock option plans.
Treasury Stock - In September 2011, the Company’s Board of Directors authorized the repurchase of up
to $2.0 million of its common stock in open market or private transactions. There is no expiration date associated
with the program. As of December 31, 2016, the Company has repurchased 137,000 shares of its common stock
under the September 2011 authorization.
10.
Stock Options
On June 7, 2016 stockholders of the Company approved amendments to the Innodata Inc. 2013 Stock
Plan. The Innodata Inc. 2013 Stock Plan as amended and restated effective June 7, 2016 is referred to herein as
the “Plan.” The number of shares of common stock of Innodata Inc. (“Stock”) that may be delivered, purchased
or used for reference purposes (with respect to stock appreciation rights or stock units) for awards granted under
the Plan after June 7, 2016 is 5,858,892 (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
F-26
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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.
The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing
model. The weighted average fair values of the options granted and weighted average assumptions are as follows:
Weighted average fair value of options granted
$
1.11
$
1.36
2016
2015
2014
$
1.35
For the Years Ended December 31,
Risk-free interest rate
Expected life (years)
Expected volatility factor
Expected dividends
1.26% -1.93%
5 - 6
47%-49%
None
1.73%
5 - 6
49%
None
1.68%
5
55%
None
The Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal
to the expected term of the options in effect at the time of grant. The expected term of options granted is based
on a combination of vesting schedules, term of the options and historical experience. Expected volatility is based
on historical volatility of the Company’s common stock. The Company uses an expected dividend yield of zero
since it has never declared or paid any dividends on its capital stock.
A summary of option activity under the Plans as of December 31, 2016, and changes during the year then
ended, is presented below:
Number of
Options
Weighted -
Average Exercise
Price
Weighted-Average
Remaining
Contractual Term
(years)
Aggregate
Intrinsic
Value
Outstanding at January 1, 2016
Granted
Exercised
Forfeited/Expired
Outstanding at December 31, 2016
3,970,146
1,470,000
-
(270,977)
5,169,169
$
3.02
2.55
-
3.10
2.88
$
5.76
$
38,000
Exercisable at December 31, 2016
2,689,943
$
3.06
4.39
$
7,887
Vested and Expected to Vest at
December 31, 2016
5,169,169
$
2.88
5.76
$
38,000
The total compensation cost related to non-vested stock options not yet recognized as of December 31,
2016 totaled approximately $1.8 million. The weighted-average period over which these costs will be
recognized is twenty-seven months.
F-27
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
There were no option exercises during the years ended December 31, 2016 and 2015. The total intrinsic
value of options exercised amounted to $0.6 million for the year ended December 31, 2014.
11.
Comprehensive income (loss)
Accumulated other comprehensive loss, as reflected in the consolidated balance sheets, consists of
pension liability adjustments, net of taxes, foreign currency translation adjustment and changes in fair value of
derivatives, net of taxes. The components of accumulated other comprehensive loss as of December 31, 2016
and 2015, and reclassifications out of other comprehensive income (loss) for the years then ended, are presented
below (in thousands):
Balance at January 1, 2016
Other comprehensive income (loss) before
reclassifications, net of taxes
Total other comprehensive income (loss)
before reclassifications, net of taxes
Net amount reclassified to earnings
Balance at December 31, 2016
Pension Liability
Adjustment
Fair Value of
Derivatives
Foreign Currency
Translation
Adjustment
$
1,523
$
(165)
$
(1,442)
Accumulated Other
Comprehensive Loss
$
(84)
-
(90)
49
(41)
1,523
(136)
1,387
$
(255)
(63)
(318)
$
(1,393)
-
(1,393)
$
(125)
(199)
(324)
$
Balance at January 1, 2015
Other comprehensive income (loss) before
reclassifications, net of taxes
Total other comprehensive income (loss)
before reclassifications, net of taxes
Net amount reclassified to earnings
Balance at December 31, 2015
Pension Liability
Adjustment
$
497
Fair Value of
Derivatives
$
(337)
Foreign Currency
Translation
Adjustment
$
(447)
Accumulated Other
Comprehensive Loss
$
(287)
1,110
(51)
(995)
64
1,607
(84)
1,523
$
(388)
223
(165)
$
(1,442)
-
(1,442)
$
(223)
139
(84)
$
All reclassifications out of accumulated other comprehensive loss had an impact on direct operating
costs in the consolidated statement of operations and comprehensive loss.
12.
Segment reporting and concentrations
The Company’s operations are classified into three reportable segments: Digital Data Solutions (DDS),
Innodata Advanced Data Solutions (IADS) and Media Intelligence Solutions (MIS).
The DDS segment provides solutions to digital retailers, information services companies, publishers
and enterprises that have one or more of the following broad business requirements: development of digital
content (including e-books); development of new digital information products; and operational support of
existing digital information products and systems.
The IADS segment performs advanced data analysis. IADS operates through two subsidiaries: Synodex
and docGenix. Synodex offers a range of data analysis services in the healthcare, medical and insurance areas.
docGenix provides services to certain financial services institutions.
The Company’s MIS segment operates through its MediaMiser, Bulldog Reporter and the Agility PR
Solutions subsidiaries. In December 2016 the Company rebranded the MediaMiser and Agility PR Solutions
F-28
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
products under the name Agility PR Solutions. Agility PR Solutions offers self and full-service solutions that
address the entire communications life cycle – from identifying influencers, amplifying messages, monitoring
coverage, to measuring impact.
A significant portion of the Company’s revenues is generated from its production facilities in the
Philippines, India, Sri Lanka, Canada, Germany, United Kingdom and Israel.
Revenues from external clients and segment operating profit (loss), and other reportable segment
information are as follows (in thousands):
For the Years Ended December 31,
2016
2015
2014
Revenues:
DDS
IADS
MIS
Total Consolidated
Income (loss) before provision for income taxes(1):
DDS
IADS
MIS
Total Consolidated
Income (loss) before provision for income taxes(2):
DDS
IADS
MIS
Total Consolidated
Total assets:
DDS
IADS
MIS
Total Consolidated
Goodwill:
DDS
MIS
Total Consolidated
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
56,794
614
1,668
59,076
6,356
(7,572)
(304)
(1,520)
4,363
(5,582)
(301)
(1,520)
December 31, 2016
December 31, 2015
$
$
$
$
December 31, 2016
December 31, 2015
$
$
$
$
50,639
4,347
8,088
63,074
1,137
(4,664)
(1,258)
(4,785)
(1,776)
(1,778)
(1,231)
(4,785)
24,432
1,282
21,874
47,588
675
2,059
2,734
51,721
2,111
4,691
58,523
5,225
(6,176)
(1,230)
(2,181)
2,712
(3,685)
(1,208)
(2,181)
41,842
1,026
8,369
51,237
675
801
1,476
(1) Before elimination of any inter-segment profits
(2) After elimination of any inter-segment profits
Long-lived assets as of December 31, 2016 and 2015 by geographic region are comprised of:
F-29
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
United States
Foreign countries:
Canada
United Kingdom
Philippines
India
Sri Lanka
Israel
Germany
Total foreign
Total
2016
2015
(in thousands)
$ 4,669
$ 1,104
5,085
2,376
1,940
1,520
683
47
2
11,653
$ 16,322
5,223
-
1,580
1,611
635
31
2
9,082
$ 10,186
Two clients in the DDS segment generated approximately 31%, 33% and 31% of the Company’s total
revenues in the fiscal years ended December 31, 2016, 2015 and 2014, respectively. Another client in the DDS
segment accounted for less than 10% of the Company’s total revenues for the years ended December 31, 2016 and
2015 but accounted for 10% of the Company’s total revenues for the year ended December 31, 2014. No other
client accounted for 10% or more of total revenues during these periods. Further, in the years ended December 31,
2016, 2015 and 2014, revenues from non-US clients accounted for 49%, 51% and 47%, respectively, of the
Company's revenues.
Revenues for each of the three years in the period ended December 31, 2016 by geographic region
(determined based upon client’s domicile), are as follows:
United States
The Netherlands
United Kingdom
Canada
Others - principally Europe
Total
2016
2015
2014
(in thousands)
$ 32,070
9,216
8,271
5,962
7,555
$ 63,074
$ 28,412
9,610
9,070
5,824
5,607
$ 58,523
$ 31,489
9,870
9,113
3,126
5,478
$ 59,076
As of December 31, 2016, approximately 73% of the Company's accounts receivable was from foreign
(principally European) clients and 52% of accounts receivable was due from three clients. As of December 31,
2015, approximately 62% of the Company's accounts receivable was from foreign (principally European) clients
and 68% of accounts receivable was due from four clients. No other client accounts for 10% or more of the
receivables as of December 31, 2016 and 2014.
F-30
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13.
Loss per Share
For the Years Ended December 31,
2016
2015
2014
(in thousands)
Net loss attributable to Innodata Inc. and Subsidiaries
$ (5,524)
$ (2,826)
$ (974)
Weighted average common shares outstanding
Dilutive effect of outstanding options
Adjusted for dilutive computation
25,542
-
25,542
25,401
-
25,401
25,232
-
25,232
Basic loss per share is computed using the weighted-average number of common shares outstanding
during the year. Diluted loss per share is computed by considering the impact of the potential issuance of
common shares, using the treasury stock method, on the weighted average number of shares outstanding. For
those securities that are not convertible into a class of common stock, the two-class method of computing
income (loss) per share is used.
Options to purchase 5.2 million, 3.9 million and 1.4 million shares of common stock in 2016, 2015
and 2014, respectively, were outstanding but not included in the computation of diluted loss per share because
the options’ exercise price was greater than the average market price of the common shares and therefore, the
effect would have been antidilutive. In addition, diluted net loss per share in 2014 does not include 2.2 million
potential common shares derived from the exercise of stock options because as a result of the Company’s
incurring losses, their effect would have been antidilutive.
14.
Quarterly Financial Data (Unaudited)
The quarterly results of operations are summarized below:
F-31
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
First
Fourth
Quarter Quarter Quarter Quarter
Second
Third
(in thousands, except per share amounts)
2016
Revenues
Gross profit
Net income (loss) and income (loss) per share
attributable to Innodata Inc. and Subsidiaries:
Net income (loss)
Basic and diluted net income (loss) per share
$ 15,698 $ 15,642 $ 16,060 $ 15,674
$ 4,233 $ 3,957 $ 3,638 $ 4,027
$ 3 $ (1,778) $ (2,766) $ (983)
$ (0.07) $ (0.11) $ (0.04)
$ 0.00
2015
Revenues
Gross profit
Net income (loss) and income (loss) per share
attributable to Innodata Inc. and Subsidiaries:
Net income (loss)
Basic and diluted net income (loss) per share
$ 13,802 $ 14,063 $ 15,135 $ 15,523
$ 2,677 $ 3,072 $ 4,683 $ 4,152
$ (1,840) $ (799) $ 406
$ (0.07) $ (0.03) $ 0.02
$ (593)
$ (0.02)
15.
Derivatives
The Company conducts a large portion of its operations in international markets that subject it to foreign
currency fluctuations. The most significant foreign currency exposures occur when revenue and associated
accounts receivable are collected in one currency and expenses to generate that revenue are incurred in another
currency. The Company’s primary exchange rate exposure relates to payroll, other payroll costs and operating
expenses in the Philippines, India, Sri Lanka and Israel.
In addition, although most of the Company’s revenues are denominated in U.S. dollars, a significant
portion of the total revenues is denominated in Canadian dollars, Pound Sterling and Euros.
To manage its exposure to fluctuations in foreign currency exchange rates, the Company entered into
foreign currency forward contracts, authorized under Company policies, with counterparties that were highly
rated financial institutions. The Company utilized non-deliverable forward contracts expiring within twelve
months to reduce its foreign currency risk.
The Company formally documents all relationships between hedging instruments and hedged items, as
well as its risk management objective and strategy for undertaking hedge transactions. The Company does not
hold or issue derivatives for trading purposes. All derivatives are recognized at their fair value and classified based
on the instrument’s maturity date. The total notional amount for outstanding derivatives as of December 31, 2016
and 2015 was $19.3 million and $15.8 million, respectively, which is comprised of cash flow hedges denominated
in U.S. dollars.
The following table presents the fair value of derivative instruments included within the consolidated
balance sheets as of December 31, 2016 and 2015 (in thousands):
F-32
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivatives designated as hedging instruments:
Balance Sheet Location
Fair Value
2016
2015
Foreign currency forward contracts
Accrued expenses
$
318
$
165
The effect of foreign currency forward contracts designated as cash flow hedges on the consolidated
statements of operations for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands):
Net gain (loss) recognized in OCI(1)
Net gain (loss) reclassified from accumulated OCI into income(2)
Net gain recognized in income(3)
$
(90)
$
(51)
$
141
$
63
$
(223)
$
(99)
$
-
$
-
$
-
2016
2015
2014
(1)Net change in fair value of the effective portion classified into other comprehensive income ("OCI")
(2)Effective portion classified within direct operating costs
(3)There were no ineffective portions for the period presented.
16.
Financial Instruments
The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable
and accounts payable approximated their fair value as of December 31, 2016 and 2015, 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:
(cid:120)(cid:3) Level 1: Unadjusted quoted price in active market for identical assets and liabilities.
(cid:120)(cid:3) Level 2: Observable inputs other than those included in Level 1.
(cid:120)(cid:3) Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in
pricing the asset or liability.
The following table sets forth the assets and liabilities as of December 31, 2016 and 2015 that the
Company measured at fair value, on a recurring basis by level, within the fair value hierarchy (in thousands).
As required by the standard, assets and liabilities measured at fair value are classified in their entirety based on
the lowest level of input that is significant to their fair value measurement.
F-33
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016
Level 1
Level 2
Level 3
Liabilities
Derivatives
$
-
$
318
$
-
December 31, 2015
Level 1
Level 2
Level 3
Liabilities
Derivatives
$
-
$
165
$
-
Contingent Considerations
$
-
$
-
$
453
The Level 2 liabilities contain foreign currency forward contracts. Fair value is determined based on the
observable market transactions of spot and forward rates. The fair value of these contracts as of December 31,
2016 and 2015 are included in accrued expenses in the accompanying consolidated balance sheets.
F-34
Exhibits which are indicated as being included in previous filings are incorporated herein by reference.
Exhibit Description
Filed as Exhibit
2.1 (a)
2.1 (b)
2.2 (a)
2.2 (b)
3.1 (a)
3.1 (b)
3.1 (c)
Share Purchase Agreement, dated as of July 28,
2014 among Innodata Inc., Media Miser Ltd. and
certain other parties
Amendment No. 1 to Share Purchase Agreement
dated as of September 30, 2016
Asset Purchase Agreement dated as of May 11,
2016 among Innodata Inc., MediaMiser LLC,
MediaMiser Ltd. and PWW Acquisition LLC
Amendment No. 1 to Asset Purchase Agreement
dated as of July 14, 2016 among PWW Acquisition
LLC, MediaMiser LLC and MediaMiser Ltd
Filed as Exhibit 2.1 to our Form 8-K dated July 28, 2014
Filed as Exhibit 2.1 to our Form 8-K dated September 30, 2016
Filed as Exhibit 2.1 to our Form 8-K dated May 11, 2016
Filed as Exhibit 2.1 to our Form 8-K dated July 14, 2016
Restated Certificate of Incorporation filed on
April 29, 1993
Filed as Exhibit 3.1(a) to our Form 10-K for the year ended
December 31, 2003
Certificate of Amendment of Certificate of
Incorporation of Innodata Corporation filed on
March 1, 2001
Certificate of Amendment of Certificate of
Incorporation of Innodata Corporation
Filed on November 14, 2003
Filed as Exhibit 3.1(b) to our Form 10-K for the year ended
December 31, 2003
Filed as Exhibit 3.1(c) to our Form 10-K for the year ended
December 31, 2003
3.1 (d)
Certificate of Amendment of Certificate of
Incorporation of Innodata Isogen, Inc.
Filed as Exhibit 3.1 to our Form 10Q for the quarter ended
June 30, 2012
3.2
3.3
4.2
4.3
4.4
4.5
Form of Amended and Restated By-Laws
Exhibit 3.1 to Form 8-K dated December 16, 2002
Form of Certificate of Designation of
Series C Participating Preferred Stock
Filed as Exhibit A to Exhibit 4.1 to Form 8-K dated
December 16, 2002
Specimen of Common Stock certificate
Exhibit 4.2 to Form SB-2 Registration Statement No. 33-62012
Form of Rights Agreement, dated as of
December 16, 2002 between Innodata Corporation
and American Stock Transfer and Trust Co., as
Rights Agent
Form of Rights Agreement, as of December 27,
2012 between Innodata Inc. and American Stock
Transfer and Trust Co., as Rights Agent
Form of Rights Agreement, as of January 14, 2016
between Innodata Inc. and American Stock
Transfer and Trust Co., as Rights agent
Exhibit 4.1 to Form 8-K dated December 16, 2002
Exhibit 4.1 to Form 8-K dated December 27, 2012
Exhibit 4.1 to Form 8-K dated January 14, 2016
4.6
Specimen of Common Stock certificate
Exhibit 4.1 to Form 10-Q dated August 7, 2015
10.1
10.2
10.3
1994 Stock Option Plan
1993 Stock Option Plan
Form of Indemnification Agreement
between us and our directors and one of our
Officers
Exhibit A to Definitive Proxy dated August 9, 1994
Exhibit 10.4 to Form SB-2 Registration Statement No. 33-62012
Exhibit 10.3 to Form 10-K for the year ended December 31, 2002
10.4
10.5
10.6
10.7
10.8
10.9
10.10
1994 Disinterested Directors Stock Option Plan
Exhibit B to Definitive Proxy dated August 9, 1994
1995 Stock Option Plan
1996 Stock Option Plan
1998 Stock Option Plan
2001 Stock Option Plan
2002 Stock Option Plan
Exhibit A to Definitive Proxy dated August 10, 1995
Exhibit A to Definitive Proxy dated November 7, 1996
Exhibit A to Definitive Proxy dated November 5, 1998
Exhibit A to Definitive Proxy dated June 29, 2001
Exhibit A to Definitive Proxy dated September 3, 2002
Employment Agreement dated as of
January 1, 2004 with George Kondrach
Filed as Exhibit 10.10 to our Form 10-K for the year ended
December 31, 2003
10.11
Letter Agreement dated as of August 9, 2004, by
Filed as Exhibit 10.2 to Form S-3 Registration statement
and between us and The Bank of New York
No. 333-121844
10.12
10.13
Employment Agreement dated as of December
22, 2005, by and between us and Steven L. Ford
Form of 2001 Stock Option Plan Grant Letter,
Dated December 22, 2005
Exhibit 10.1 to Form 8-K dated December 28, 2005
Exhibit 10.2 to Form 8-K dated December 28, 2005
10.14
Form of 1995 Stock Option Agreement
Exhibit 10.4 to Form 8-K dated December 15, 2005
10.15
Form of 1998 Stock Option Agreement for
Exhibit 10.5 to Form 8-K dated December 15, 2005
Directors
10.16
Form of 1998 Stock Option Agreement for Officers Exhibit 10.6 to Form 8-K dated December 15, 2005
10.17
Form of 2001 Stock Option Agreement
Exhibit 10.7 to Form 8-K dated December 15, 2005
10.18
Form of new vesting and lock-up agreement for
each of Haig Bagerdjian, Louise Forlenza,
John Marozsan and Todd Solomon
10.19
Form of new vesting and lock-up agreement
for Jack Abuhoff
Exhibit 10.8 to Form 8-K dated December 15, 2005
Exhibit 10.9 to Form 8-K dated December 15, 2005
10.20
Form of new vesting and lock-up agreement
Exhibit 10.10 to Form 8-K dated December 15, 2005
10.21
10.22
for George Kondrach
Form of new vesting and lock-up agreement
for Stephen Agress
Form of 2001 Stock Option Plan Grant Letter,
dated December 31, 2005, for Messrs. Abuhoff,
Agress and Kondrach
Exhibit 10.11 to Form 8-K dated December 15, 2005
Exhibit 10.2 to Form 8-K dated January 5, 2006
10.23
Form of 2001 Stock Option Plan Grant Letter,
Exhibit 10.3 to Form 8-K dated January 5, 2006
dated December 31, 2005, for Messrs. Bagerdjian
and Marozsan and Ms. Forlenza
Transition Agreement Dated as of September 29,
2006
2006 with Stephen Agress
Exhibit 10.1 to Form 8-K dated October 3, 2006
Form of Stock Option Modification Agreement
With Stephen Agress
Exhibit 10.2 to Form 8-K dated October 3, 2006
Employment Agreement dated as of February 1,
2006 with Jack Abuhoff
Exhibit 10.2 to Form 8-K dated April 27, 2006
Employment Agreement dated as of
January 1, 2007 with Ashok Mishra
Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2007
10.24
10.25
10.26
10.27
10.28
Innodata Incentive Compensation Plan
Exhibit 10.1 to Form 8-K dated February 13, 2008
10.29
10.30
10.31
10.32
Form of 2002 Stock Option Plan Grant Letter,
dated August 13, 2008, for Messrs. Bagerdjian,
Marozsan and Woodward, and Ms. Forlenza
Amended and Restated Employment Agreement
dated as of December 24, 2008 with Jack S.
Abuhoff
Employment Agreement dated as of March 25,
2009 with Jack Abuhoff
Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2008
Exhibit 10.1 to Form 8-K dated December 30, 2008
Exhibit 10.1 to Form 8-K dated March 25, 2009
Separation Agreement and General Release dated
as of April 27, 2009 with Steven Ford
Exhibit 10.1 to Form 8-K dated April 27, 2009
10.33
2009 Stock Plan
Annex A to Definitive Proxy dated April 28, 2009
10.34
10.35
10.36
10.37
Employment Agreement dated as of November
9, 2009 with O’Neil Nalavadi
Exhibit 10.1 to Form 8-K dated October 11, 2009
Form of 2009 Stock Option Plan Grant Letter,
dated April 2, 2010 for O’Neil Nalavadi
Form of 2009 Stock Option Plan Grant Letter,
dated March 16, 2010 for O’Neil Nalavadi
Form of 2009 Stock Option Plan Grant Letter,
dated March 16, 2010 for O’Neil Nalavadi
Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2010
Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2010
Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2010
10.38
Amended and Restated 2009 Stock Plan
Annex A to Definitive Proxy dated April 22, 2011
10.39
10.40
10.41
10.42
10.43
10.44
10.45
Amendment dated as of July 11, 2011 to
Employment Agreement with Jack S. Abuhoff
Exhibit 10.1 to Form 8-K dated July 12, 2011
Amended dated as of July 11, 2011 to Employment
Agreement with O’Neil Nalavadi
Exhibit 10.2 to Form 8-K dated July 12, 2011
Amendment dated as of November 9, 2012 to
Employment Agreement with O’Neil Nalavadi
Form of Director Stock Option Grant Letter dated
March 8, 2013
Exhibit 10.3 to Form 8-K dated November 8, 2012
Exhibit 10.42 to Form 10-K dated March 15, 2013
Form of Stock Option Grant Letter dated March 8,
2013 for Messrs. Abuhoff, Mishra and Nalavadi
Exhibit 10.43 to Form 10-K dated March 15, 2013
Form of Stock Option Grant Letter dated March 8,
2013 for Jack Abuhoff
Exhibit 10.44 to Form 10-K dated March 15, 2013
Form of Rights Agreement as of December 27,
2012 between Innodata Inc. and American Stock
Transfer Agent and Trust Co., as Rights Agent
Annexure A to Definitive Proxy dated April 8, 2013
10.46
Innodata Inc. 2013 Stock Plan
Annexure B to Definitive Proxy dated April 8, 2013
10.47
10.48
Advised Line of Credit Note dated June 25, 2012 in
favor of Chase
Exhibit 99.1 to Form 8-K dated February 7, 2014
Note Modification Agreement dated June 27, 2013
between Innodata and Chase
Exhibit 99.2 to Form 8-K dated February 7, 2014
10.49
Continuing Security Agreement dated May 22,
2008 between Innodata and Chase
Exhibit 99.3 to Form 8-K dated February 7, 2014
10.50
Letter dated June 27, 2013 from Chase to Innodata Exhibit 99.4 to Form 8-K dated February 7, 2014
10.51
10.52
10.53
10.54
10.55
10.56
10.57
16
21
23
31.1
31.2
32.1
32.2
Letter dated February 7, 2014 from Chase to
Innodata
Exhibit 99.5 to Form 8-K dated February 7, 2014
Innodata Inc. 2013 Stock Plan (as Amended and
Restated effective June 3, 2014)
Annexure A to Definitive Proxy dated April 23, 2014
Form of Stock Option Grant Letter
for December 31, 2015 Grant, for Directors
Exhibit 10.53 to Form 10-K dated March 14, 2016
Form of Stock Option Grant Letter
for December 31, 2015 Grant, for Messrs. Abuhoff,
Mishra and Nalavadi
Exhibit 10.53 to Form 10-K dated March 14, 2016
Innodata Inc. 2013 Stock Plan (as Amended and
Restated effective June 7, 2016)
Annex B to Definitive Proxy dated April 18, 2016
Form of Stock Option Grant Letter for
December 31, 2016 Grant, for Directors
Form of Stock Option Grant Letter
For December 31, 2016 Grant, for Messrs.
Abuhoff, Mishra and Nalavadi
Filed herewith
Filed herewith
Letter of Grant Thornton regarding change in
certifying accountant
Exhibit 4.01 to Form 8-K dated September 12, 2008
Significant subsidiaries of the registrant
Filed herewith
Consent of CohnReznick LLP
Filed herewith
Certificate of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certificate of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Filed herewith
Filed herewith
Filed herewith
Filed herewith
101 Interactive data files pursuant to Rule 405 of Filed herewith
Regulation S-T: (i) the Consolidated Balance
Sheets, (ii) the Consolidated Statements of
Operations and Comprehensive Loss (iii) the
Consolidated Statements of Stockholders’
Equity, (iv) the Consolidated Statements of
Cash Flows and (v) the Notes to the
Consolidated Financial Statements.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
INNODATA INC.
By
/s/ Jack Abuhoff
Jack Abuhoff
Chairman of the Board,
Chief Executive Officer and President
March 15, 2017
In accordance with the Exchange Act, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Jack Abuhoff
Jack Abuhoff
/s/ O’Neil Nalavadi
O’Neil Nalavadi
/s/ Haig S. Bagerdjian
Haig S. Bagerdjian
/s/ Louise C. Forlenza
Louise C. Forlenza
/s/ Stewart R. Massey
Stewart R. Massey
/s/ Michael J. Opat
Michael J. Opat
/s/ Anthea C. Stratigos
Anthea C. Stratigos
/s/ Andargachew S. Zelleke
Andargachew S. Zelleke
Title
Chairman of the Board,
Chief Executive Officer and President
Senior Vice President,
Chief Financial Officer
and Principal Accounting Officer
Director
Director
Director
Director
Director
Director
Date
March 15, 2017
March 15, 2017
March 15, 2017
March 15, 2017
March 15, 2017
March 15, 2017
March 15, 2017
March 15, 2017
Independent Auditors
Duplicate Mailings
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(cid:23)(cid:3)(cid:37)(cid:72)(cid:70)(cid:78)(cid:72)(cid:85)(cid:3)(cid:41)(cid:68)(cid:85)(cid:80)(cid:3)(cid:53)(cid:82)(cid:68)(cid:71)
(cid:53)(cid:82)(cid:86)(cid:72)(cid:79)(cid:68)(cid:81)(cid:71)(cid:15)(cid:3)(cid:49)(cid:45)(cid:3)(cid:19)(cid:26)(cid:19)(cid:25)(cid:27)
Registrar & Transfer Agent
American Stock Transfer
and Trust Company
59 Maiden Lane
New York, NY 10038
Tel (800) 937-5449
Tel (718) 921-8124
Legal Counsel
Folger & Folger PLLC
151 W. 46th Street
New York, NY 10036
When a stockholder owns shares in more than one account, or when
several stockholders live at the same address, they may receive
multiple copies of the annual report or other mailings. For information
on how to eliminate multiple mailings, contact American Stock
Transfer and Trust Company at (718) 921-8124.
Annual Meeting of Stockholders
The Annual Meeting of Stockholders for Innodata Inc. will be held on
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(cid:24)(cid:24)(cid:3)(cid:38)(cid:75)(cid:68)(cid:79)(cid:79)(cid:72)(cid:81)(cid:74)(cid:72)(cid:85)(cid:3)(cid:53)(cid:82)(cid:68)(cid:71)(cid:15)(cid:3)(cid:54)(cid:88)(cid:76)(cid:87)(cid:72)(cid:3)(cid:21)(cid:19)(cid:21)(cid:15)(cid:3)(cid:53)(cid:76)(cid:71)(cid:74)(cid:72)(cid:191)(cid:72)(cid:79)(cid:71)(cid:3)(cid:51)(cid:68)(cid:85)(cid:78)(cid:15)(cid:3)(cid:49)(cid:45)(cid:3)(cid:19)(cid:26)(cid:25)(cid:25)(cid:19)(cid:17)
Stock Trading
Innodata Inc. common stock trades on the NASDAQ Stock Market
under the symbol INOD. As of February 14, 2017, there were
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stockholders. The table below sets forth, for the periods indicated, the
high and low prices per share of Innodata Inc. common stock for the
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Quarters
Fiscal 2015
Fiscal 2016
Historical Stock Prices
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
High
Low
$3.05
$2.80
$2.66
$2.96
$2.45
$2.55
$2.21
$2.11
$2.83
$2.50
$2.80
$2.59
$2.21
$2.16
$2.15
$1.90
Stock Quote Performance Graph
(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:24)(cid:16)(cid:60)(cid:72)(cid:68)(cid:85)(cid:3)(cid:38)(cid:88)(cid:80)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:55)(cid:82)(cid:87)(cid:68)(cid:79)(cid:3)(cid:53)(cid:72)(cid:87)(cid:88)(cid:85)(cid:81)(cid:13)
Among Innodata Inc., the NASDAQ Composite Index, and SIC Code Index
$300
$250
$200
$150
$100
$50
$0
12/11
12/12
12/13
12/14
12/15
12/16
Innodata Inc.
NASDAQ Composite
SIC Code Index
This performance graph compares
the cumulative total return (assuming
reinvestment of dividends) of an investment
of $100 in Innodata Inc. on December
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December 31, 2016, to the NASDAQ
Composite Index and the Industry Index
for SIC Code 7374, Service-Computer
Processing and Data Preparation.
*$100 invested on 12/31/11 in stock or
index, including reinvestment of dividends.
Fiscal year ending December 31.
®
Corporate Headquarters
55 Challenger Road
Ridgefield Park, NJ 07660
www.innodata.com