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Acquisitions | 9 Months Ended
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Sep. 30, 2017
Business Combinations [Abstract] |
Business Combination Disclosure [Text Block] |
3. | Acquisitions
On July 14, 2016, Innodata’s MediaMiser subsidiary completed the acquisition of the Agility business from PR Newswire under an asset purchase agreement for cash consideration of $4.2 million. The Agility business consists of two products – Agility, a global media contact database and email distribution platform and Agility Plus that provides additional self-service media monitoring and analytics capabilities. The acquisition helped the Company’s MIS segment foster growth in North America and Europe by bolstering its 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. 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:
|  | Amount |
Accounts receivable |  | $ | 771 |
Media contact database |  |  | 3,610 |
Developed technology |  |  | 994 |
Tradenames and trademarks |  |  | 310 |
Total identifiable assets acquired |  |  | 5,685 |
Accrued salaries, wages and related benefits |  |  | 63 |
Deferred revenues |  |  | 2,560 |
Income and other taxes |  |  | 97 |
Total liabilities assumed |  |  | 2,720 |
Net identifiable assets acquired |  |  | 2,965 |
Goodwill |  |  | 1,263 |
Net assets acquired |  | $ | 4,228 |
The estimated fair value of the media contacts database and tradenames and trademarks intangible assets was determined using the “relief from royalty method” under the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on the cost savings that are available through ownership of the asset by the avoidance of paying royalties to license the use of the asset from another owner. The estimated fair value of the developed technology was determined based on the cost approach, which measures the value by the cost to reconstruct or replace the platform with another of like utility. Some of the more significant assumptions inherent in the development of these asset valuations include the projected revenue associated with the asset, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, as well as other factors. The discount rate used to arrive at the present value of the media contact database and tradenames and trademarks at the acquisition date, was 13.5%. The 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. The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2016 (amounts in thousands, except per share amounts). The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time or that may result in the future.
|  | Three Months Ended |  | Nine Months Ended |
|  | September 30, 2016 |  | September 30, 2016 |
Revenues: |  |  |  |  |  |  |
As reported |  | $ | 16,060 |  | $ | 47,400 |
Proforma |  | $ | 16,280 |  | $ | 50,900 |
Net loss attributable to Innodata Inc. and Subsidiaries: |  |  |  |  |  |  |
As reported |  | $ | (2,766) |  | $ | (4,541) |
Proforma |  | $ | (2,721) |  | $ | (4,205) |
Basic and diluted net loss per share: |  |  |  |  |  |  |
As reported |  | $ | (0.11) |  | $ | (0.18) |
Proforma |  | $ | (0.11) |  | $ | (0.16) |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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