Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 20, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-35774 | ||
Entity Registrant Name | INNODATA INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-3475943 | ||
Entity Address, Address Line One | 55 Challenger Road | ||
Entity Address, City or Town | Ridgefield Park | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07660 | ||
City Area Code | 201 | ||
Local Phone Number | 371-8000 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | INOD | ||
Security Exchange Name | NASDAQ | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 119,621,374 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 27,404,901 | ||
Entity Central Index Key | 0000903651 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | BDO India LLP | ||
Auditor Firm ID | 6074 | ||
Auditor Location | Mumbai |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 9,792 | $ 18,902 |
Short term investments - other | 507 | |
Accounts receivable, net of allowance for doubtful accounts of $1,210 and $730, respectively | 9,528 | 11,379 |
Prepaid expenses and other current assets | 3,858 | 3,681 |
Total current assets | 23,685 | 33,962 |
Property and equipment, net | 2,511 | 2,947 |
Right-of-use-asset, net | 4,309 | 5,621 |
Other assets | 1,498 | 2,247 |
Deferred income taxes, net | 1,475 | 1,950 |
Intangibles, net | 12,526 | 10,347 |
Goodwill | 2,038 | 2,143 |
Total assets | 48,042 | 59,217 |
Current liabilities: | ||
Accounts payable | 2,630 | 1,823 |
Accrued expenses and other | 7,250 | 7,564 |
Accrued salaries, wages and related benefits | 6,136 | 6,391 |
Income and other taxes | 3,230 | 3,213 |
Long-term obligations - current portion | 877 | 1,279 |
Operating lease liability - current portion | 693 | 1,034 |
Total current liabilities | 20,816 | 21,304 |
Deferred income taxes, net | 65 | 15 |
Long-term obligations, net of current portion | 5,079 | 6,217 |
Operating lease liability, net of current portion | 4,036 | 5,276 |
Total liabilities | 29,996 | 32,812 |
Commitments and contingencies | ||
Non-controlling interests | (727) | (3,522) |
STOCKHOLDERS' EQUITY: | ||
Serial preferred stock; 4,998,000 shares authorized, none outstanding | ||
Common stock, $.01 par value; 75,000,000 shares authorized; 30,589,000 shares issued and 27,405,000 outstanding at December 31, 2022 and 30,347,000 shares issued and 27,163,000 outstanding at December 31, 2021 | 306 | 303 |
Additional paid-in capital | 35,815 | 35,121 |
Retained earnings (deficit) | (8,775) | 3,160 |
Accumulated other comprehensive loss | (2,108) | (2,192) |
Stockholders' Equity before Treasury Stock, Total | 25,238 | 36,392 |
Less: treasury stock, 3,184,000 shares at December 31, 2022 and 2021, at cost | (6,465) | (6,465) |
Total stockholders' equity | 18,773 | 29,927 |
Total liabilities, non-controlling interests and stockholders' equity | $ 48,042 | $ 59,217 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, net of allowance for doubtful accounts | $ 1,210 | $ 730 |
Serial preferred stock, shares authorized | 4,998,000 | 4,998,000 |
Serial preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 30,589,000 | 30,347,000 |
Common stock, shares outstanding | 27,405,000 | 27,163,000 |
Treasury stock, shares | 3,184,000 | 3,184,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenues | $ 79,001 | $ 69,755 |
Operating costs and expenses: | ||
Direct operating costs | 51,533 | 43,494 |
Selling and administrative expenses | 37,940 | 27,912 |
Interest expense (income), net | 11 | (108) |
Total | 89,484 | 71,298 |
Loss from operations | (10,483) | (1,543) |
Gain on loan forgiveness | 580 | |
Loss before provision for income taxes | (10,483) | (963) |
Provision for income taxes | 1,522 | 842 |
Consolidated net loss | (12,005) | (1,805) |
Loss attributable to non-controlling interests | (70) | (132) |
Net Loss attributable to Innodata Inc. and Subsidiaries | $ (11,935) | $ (1,673) |
Loss per share attributable to Innodata Inc. and Subsidiaries: | ||
Basic | $ (0.44) | $ (0.06) |
Diluted | $ (0.44) | $ (0.06) |
Weighted average shares outstanding: | ||
Basic | 27,278 | 26,630 |
Diluted | 27,278 | 26,630 |
Comprehensive Loss: | ||
Consolidated net loss | $ (12,005) | $ (1,805) |
Pension liability adjustment, net of taxes | 772 | (414) |
Foreign currency translation adjustment | (676) | (487) |
Change in fair value of derivatives, net of taxes | (12) | (353) |
Other comprehensive income (loss) | 84 | (1,254) |
Total comprehensive loss | (11,921) | (3,059) |
Comprehensive loss attributed to non-controlling interest | (70) | (132) |
Comprehensive loss attributable to Innodata Inc. and Subsidiaries | $ (11,851) | $ (2,927) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total |
Balance at the beginning at Dec. 31, 2020 | $ 289 | $ 31,921 | $ 4,833 | $ (938) | $ (6,465) | $ 29,640 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 28,984,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | (3,184,000) | |||||
Net loss attributable to Innodata Inc. and Subsidiaries | (1,673) | (1,673) | ||||
Stock-based compensation | 1,750 | 1,750 | ||||
Stock option exercises | $ 13 | 2,214 | 2,227 | |||
Stock option exercises (in shares) | 1,556,000 | |||||
Shares withheld for exercise settlement and taxes | $ 1 | (764) | (763) | |||
Shares withheld for exercise settlement and taxes (in shares) | (193,000) | |||||
Pension liability adjustment, net of taxes | (414) | (414) | ||||
Foreign currency translation adjustment | (487) | (487) | ||||
Change in fair value of derivatives, net of taxes | (353) | (353) | ||||
Balance at the end at Dec. 31, 2021 | $ 303 | 35,121 | 3,160 | (2,192) | $ (6,465) | $ 29,927 |
Balance at the end (in shares) at Dec. 31, 2021 | 30,347,000 | |||||
Balance at the end (in shares) at Dec. 31, 2021 | (3,184,000) | 3,184,000 | ||||
Net loss attributable to Innodata Inc. and Subsidiaries | (11,935) | $ (11,935) | ||||
Stock-based compensation | 3,283 | 3,283 | ||||
Stock option exercises | $ 3 | 329 | 332 | |||
Stock option exercises (in shares) | 249,000 | |||||
Shares withheld for taxes on restricted shares vesting | (53) | (53) | ||||
Shares withheld for taxes on restricted shares vesting (in shares) | (7,000) | |||||
Redemption of non-controlling interest | (2,865) | (2,865) | ||||
Pension liability adjustment, net of taxes | 772 | 772 | ||||
Foreign currency translation adjustment | (676) | (676) | ||||
Change in fair value of derivatives, net of taxes | (12) | (12) | ||||
Balance at the end at Dec. 31, 2022 | $ 306 | $ 35,815 | $ (8,775) | $ (2,108) | $ (6,465) | $ 18,773 |
Balance at the end (in shares) at Dec. 31, 2022 | 30,589,000 | |||||
Balance at the end (in shares) at Dec. 31, 2022 | (3,184,000) | 3,184,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (12,005) | $ (1,805) |
Adjustments to reconcile consolidated net loss to net cash | ||
Depreciation and amortization | 3,889 | 2,869 |
Gain on loan forgiveness | (580) | |
Stock-based compensation | 3,283 | 1,750 |
Deferred income taxes | 217 | 88 |
Provision for doubtful accounts | 480 | |
Pension cost | 943 | 507 |
Loss on lease termination | 125 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,303 | (1,872) |
Prepaid expenses and other current assets | (226) | 487 |
Other assets | 750 | 311 |
Accounts payable, accrued expenses and other | 322 | 4,441 |
Accrued salaries, wages and related benefits | (310) | 685 |
Income and other taxes | 13 | (1,730) |
Net cash provided by (used in) operating activities | (1,216) | 5,151 |
Cash flows from investing activities: | ||
Capital expenditures | (6,526) | (4,368) |
Purchase of short term investments - others | (507) | |
Net cash used in investing activities | (7,033) | (4,368) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 332 | 2,227 |
Withholding taxes on net settlement of stock-based compensation | (763) | |
Payment of long-term obligations | (639) | (691) |
Net cash provided by (used in) financing activities | (307) | 773 |
Effect of exchange rate changes on cash and cash equivalents | (554) | (227) |
Net increase (decrease) in cash and cash equivalents | (9,110) | 1,329 |
Cash and cash equivalents, beginning of year | 18,902 | 17,573 |
Cash and cash equivalents, end of year | 9,792 | 18,902 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 1,107 | 1,540 |
Cash paid for operating leases | 1,838 | 1,789 |
Cash paid for interest | $ 19 | $ 28 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Estimates and Policies | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business and Summary of Significant Accounting Estimates and Policies | |
Description of Business and Summary of Significant Accounting Estimates and Policies | 1. Description of Business and Summary of Significant Accounting Estimates and Policies Description of Business - The Company was founded on a simple idea: engineer the highest quality data so organizations across broad industry segments could make smarter decisions. Today, the Company believes it is delivering the highest quality data for some of the world’s most innovative technology companies to use to train the AI models of the future. AI holds the promise that computers can perceive and understand the world, enabling products and services that would have been previously unimaginable and impossible with traditional coding. AI learns from data, and the highest-performing AI will have learned from the highest-quality data. The Company believes that it can contribute meaningfully by harnessing its capabilities, honed over 30 years, in collecting and annotating data at scale with consistency and high accuracy. The Company is also helping companies deploy and integrate AI into their operations and products and providing innovative AI-enabled industry platforms, helping ensure that its customers’ businesses are prepared for a world in which machines augment human activity in ways previously unimaginable. The Company developed its capabilities and honed its approaches progressively over the last 30 years creating high-quality data for many of the world’s most demanding information companies. Approximately seven years ago, the Company formed Innodata Labs, a research and development center, to research, develop and apply machine learning and emerging AI to its large-scale, human-intensive data operations. In 2019, the Company began packaging the capabilities that emerged from its R&D efforts in order to align with several fast-growing new markets and help companies use AI/ML to drive performance benefits and business insights. The Company’s historical core competency in high-quality data, combined with these R&D efforts in applied AI, created the foundation for the evolution of the Company’s offerings, which include AI Data Preparation, AI Model Deployment and Integration, and AI-Enabled Industry Platforms. AI Data Preparation The Company collects or creates training data, annotates training data, and trains AI algorithms for social media companies, robotics companies, financial services companies, and many others, working with images, text, video and audio. The Company utilizes a variety of leading third-party image and video annotation tools. For text, the Company uses its proprietary data annotation platform that incorporates AI to reduce cost while improving consistency and quality of output. The Company’s proprietary data annotation platform features auto-tagging capabilities that apply to both classical and generative AI tasks. The platform encapsulates many of the innovations the Company has conceived of in the course of its 30-year history of creating high-quality data. In addition, because collecting real-world data is often impracticable (due to data privacy regulations or rarity of cohorts and outliers), the Company creates high-quality synthetic data that maintains all of the statistical properties of real-world data, using a combination of domain specialists and machine technologies that leverage large language models (LLMs). AI Model Deployment and Integration The Company helps businesses leverage the latest AI technologies to achieve their goals. The Company develops custom AI models (where it selects the appropriate algorithms, tunes hyperparameters, trains and validates the models, and updates the models as required). The Company also helps businesses fine-tune their own custom versions of the Company’s proprietary models and third-party foundation models to address domain-specific and customer-specific use cases. In addition to deploying and integrating AI models, the Company often provides a range of data engineering support services including data transformation, data curation, data hygiene, data consolidation, data extraction, data compliance, and master data management. The Company’s customers span a diverse range of industries and a wide range of AI use cases, benefiting from the short time-to-value and high economic returns of the Company’s AI solutions and platforms. AI-Enabled Industry Platforms The Company’s AI-enabled industry platforms address specific, niche market requirements the Company believes it can innovate with AI/ML technologies. The Company deploys these industry platforms as software-as-a-service (SaaS) and as managed services. These platforms benefit from the Company’s technology infrastructure, its industry-specific knowledge, its strong customer relationships and experience merging technology with the business processes of its customers. To date, the Company has built an industry platform for medical records data extraction and transformation (which the Company brands as “Synodex ® The Company’s Synodex industry platform transforms medical records into useable digital data organized in accordance with its proprietary data models or customer data models. The Company’s Agility industry platform provides marketing communications and public relations professionals with the ability to target and distribute content to journalists and social media influencers world-wide and to monitor and analyze global news (print, web, radio and TV) and social media. The Company’s operations are presently classified and reported in three reporting segments: Digital Data Solutions (DDS), Synodex and Agility. Critical Accounting Policies and Estimates Principles of Consolidation Use of Estimates Revenue Recognition For the Digital Data Solutions (DDS) segment, revenue is recognized primarily based on the quantity delivered or resources utilized in the period in which services are performed and performance conditions are satisfied as per the agreement. Revenue from agreements billed on a time-and-materials basis is recognized as services are performed. Revenue from fixed-fee agreements, which is not significant to overall revenues, is recognized based on the proportional performance method of accounting, as services are performed, or milestones are achieved. For the Synodex segment, revenue is recognized primarily based on the quantity delivered in the period in which services are performed and performance conditions are satisfied as per the agreement. A portion of the Synodex segment revenue is derived from licensing the Company’s functional software and providing access to the Company’s hosted software platform. Revenue from such services is recognized monthly when all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; access to the service is provided to the end user; and collection is probable. The Agility segment derives its revenue primarily from subscription arrangements and provision of enriched media analysis services. It also derives revenue as a reseller of corporate communication solutions. Revenue from subscriptions is recognized monthly when access to the service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; and collection is probable. Revenue from enriched media analysis services is recognized when the services are performed, and performance conditions are satisfied. Revenue from the reseller agreements is recognized at the gross amount received for the goods in accordance with the Company functioning as a principal due to the Company meeting the following criteria: the Company acts as the primary obligor in the sales transaction; assumes the credit risk; sets the price; can select suppliers; and is involved in the execution of the services, including after sales service. Revenue includes reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs. Revenue associated with the services provided in one period and billed in a subsequent period is commonly referred to as unbilled revenues and is included under Accounts receivable. The Company considers U.S. GAAP criteria for determining whether to report gross revenue as a principal versus net revenue as an agent. The Company evaluates whether it is in control of the services before the same are transferred to the customer to assess whether it is principal or agent in the arrangement. Contract acquisition costs, which are included in prepaid expenses and other current assets, are amortized over the term of a subscription agreement or contract that normally has a duration of 12 months or less. The Company reviews these prepaid acquisition costs on a periodic basis to determine the need to adjust the carrying values for early-terminated contracts. Foreign Currency Translation The functional currency for the Company’s subsidiaries in Germany, the United Kingdom and for the Company’s Agility subsidiary in Canada are the Euro, the Pound Sterling and the Canadian dollar, respectively. The financial statements of these subsidiaries are prepared in these respective currencies. Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s 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. Derivative Instruments - Cash Equivalents - Short term Investments-other - Property and Equipment - two Capitalized Developed Software Long-lived Assets Goodwill and Other Intangible Assets - ten Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company does not amortize goodwill but evaluates it for impairment at the reporting unit level annually during the third quarter of each fiscal year (as of September 30 of that year) or when an event occurs, or circumstances change, that indicates the carrying value may not be recoverable. The Company performed its annual goodwill assessment for the Agility segment as of September 30, 2022 and tested the intangible assets of the Agility and Synodex segments for impairment. The impairment test involves estimating the fair value based on a combination of income (estimates of future discounted cash flows) and the market approach (market multiples for similar companies) using unobservable inputs (Level 3). The Company concluded that there is no impairment of goodwill and intangible assets for the Agility and Synodex segments. Income Taxes repatriated in the future, or are no longer deemed to be indefinitely reinvested, the Company would have to accrue as a liability the applicable amount of foreign jurisdiction withholding taxes associated with such remittances. 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. and Canadian deferred tax assets will not be realizable. As the expectation of future taxable income resulting from the Synodex and Agility segments cannot be predicted with certainty, the Company maintains a valuation allowance against all the United States, Canadian and European (principally Germany and the United Kingdom net 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 Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets, or the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies: a. there is a change in contractual terms, other than a renewal or extension of the arrangement; b. a renewal option is exercised, or extension granted, unless the term of the renewal or extension was initially included in the lease term; c. there is a change in the determination of whether fulfillment is dependent on a specified asset; or d. there is a substantial change to the asset. Whenever a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) and at the date of renewal or extension period for scenario (b). Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. As of December 31, 2022, all of the Company’s leases are classified under operating leases. Operating lease payments are recognized as an operating expense on a straight-line basis over the lease term. Accounting for Stock-Based Compensation - The stock-based compensation expense related to the Company’s stock plans were allocated as follows (in thousands): Year Ended December 31, 2022 2021 Direct operating costs $ 214 $ 178 Selling and adminstrative expenses 3,069 1,572 Total stock-based compensation $ 3,283 $ 1,750 Fair Value of Financial 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: ● Level 1 : Unadjusted quoted price in active market for identical assets and liabilities. ● Level 2: Inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The Company’s forward contracts are at level 2 in the fair value hierarchy. Accounts Receivable Concentration of Credit Risk Income (Loss) per Share Pension - Deferred Revenue Recent Accounting Pronouncements |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment | |
Property and equipment | 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, 2022 2021 Equipment $ 12,391 $ 12,834 Computer software 4,447 4,399 Furniture and equipment 1,163 1,397 Leasehold improvements 2,554 3,287 Total 20,555 21,917 Less: accumulated depreciation and amortization (18,044) (18,970) $ 2,511 $ 2,947 The estimated useful lives of the property and equipment range between two years and ten years. Depreciation and amortization expense of property and equipment were approximately $1.2 and $0.9 million for the years ended December 31, 2022 and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the year ended December 31, 2022 were as follows (in thousands): Balance as of January 1, 2022 $ 2,143 Foreign currency translation adjustment (105) Balance as of December 31, 2022 $ 2,038 As of September 30, 2022, the Company performed its annual goodwill impairment analysis on one of its reporting units, the Agility segment. The Company also tested the intangible assets of the Agility and Synodex segments for impairment. The impairment test involves estimating the fair value based on a combination of income (estimates of future discounted cash flows) and the market approach (market multiples for similar companies) using unobservable inputs (Level 3). The income approach uses a discounted cash flow (“DCF”) method that utilizes the present value of cash flows to estimate the segment’s fair value. The future cash flows of the segment were projected based on the Company’s estimates of future revenue, operating income, and other factors such as working capital and capital expenditures. As part of the DCF analysis, the Company projected revenue and operating profits and assumed long-term revenue growth rates in the terminal year. The market approach utilizes multiples of revenues and earnings before interest expense, taxes, depreciation, and amortization (“EBITDA”) to estimate the segment’s fair value. The market multiples used for the segment were based on a group of comparable companies’ market multiples applied to the Company’s revenue. The Company concluded that there is no impairment of goodwill or intangible assets for the Agility segment, and no impairment of intangible assets for the Synodex segments. The fair value measurement of goodwill for the Agility segment was classified within Level 3 of the fair value hierarchy because the Company used the income approach, which utilizes significant inputs that are unobservable in the market and the market multiple approaches using comparable entities to further validate the carrying values. The Company believes it made reasonable estimates and assumptions to calculate the fair value of the reporting unit as of the impairment test measurement date. The carrying value of Goodwill was $2.0 and $2.1 million as of December 31, 2022, and 2021. Information regarding the Company acquired intangible assets and capitalized developed software was as follows (in thousands): Company Acquired Intangible Assets Capitalized Developed Software Capitalized Trademarks Media Capitalized Developed Developed Customer and Contact Developed Software - in technology relationships tradenames Patents Database Software Progress Total Gross carrying amounts: Balance as of January 1, 2022 $ 3,169 $ 2,228 $ 880 $ 45 $ 3,648 $ 8,576 $ 635 $ 19,181 Additions - - - - - - 5,421 5,421 Transfers - - - - - 3,269 (3,269) - Foreign currency translation adjustment (171) (132) (28) (2) (156) (536) (6) (1,031) Balance as of December 31, 2022 $ 2,998 $ 2,096 $ 852 $ 43 $ 3,492 $ 11,309 $ 2,781 $ 23,571 Accumulated amortization: Balance as of January 1, 2022 $ 2,158 $ 1,377 $ 685 $ 34 $ 2,005 $ 2,575 $ - $ 8,834 Amortization expense 310 183 55 4 353 1,823 - 2,728 Foreign currency translation adjustment (128) (90) (20) (3) (88) (188) - (517) Balance as of December 31, 2022 $ 2,340 $ 1,470 $ 720 $ 35 $ 2,270 $ 4,210 $ - $ 11,045 Net carrying values - December 31, 2022 $ 658 $ 626 $ 132 $ 8 $ 1,222 $ 7,099 $ 2,781 $ 12,526 Company Acquired Intangible Assets Capitalized Developed Software Capitalized Trademarks Media Capitalized Developed Developed Customer and Contact Developed Software - in technology relationships tradenames Patents Database Software Progress Total Gross carrying amounts: Balance as of January 1, 2021 $ 3,175 $ 2,228 $ 882 $ 45 $ 3,670 $ 5,507 $ 1,360 $ 16,867 Additions - - - - - 376 2,005 2,381 Transfers - - - - - 2,752 (2,752) - Foreign currency translation adjustment (6) - (2) - (22) (59) 22 (67) Balance as of December 31, 2021 $ 3,169 $ 2,228 $ 880 $ 45 $ 3,648 $ 8,576 $ 635 $ 19,181 Accumulated amortization: Balance as of January 1, 2021 $ 1,844 $ 1,192 $ 629 $ 29 $ 1,650 $ 1,492 $ - $ 6,836 Amortization expense 315 187 56 5 354 1,089 - 2,006 Foreign currency translation adjustment (1) (2) - - 1 (6) - (8) Balance as of December 31, 2021 $ 2,158 $ 1,377 $ 685 $ 34 $ 2,005 $ 2,575 $ - $ 8,834 Net carrying amounts - December 31, 2021 $ 1,011 $ 851 $ 195 $ 11 $ 1,643 $ 6,001 $ 635 $ 10,347 Amortization expense relating to acquired intangible assets was approximately $0.9 million for each of the years ended December 31, 2022 and 2021. Amortization expense relating to capitalized developed software was approximately $1.8 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively. Estimated annual amortization expense for intangible assets subsequent to December 31, 2022 is as follows (in thousands): Year Amortization 2023 $ 3,994 2024 3,555 2025 2,614 2026 825 2027 460 Thereafter 1,078 $ 12,526 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 4. Income Taxes The significant components of the provision for income taxes for the years ended December 31, 2022 and 2021 were as follows (in thousands): 2022 2021 Current income tax expense (benefit): Foreign $ 1,131 $ 728 Federal 144 5 State and local 30 21 1,305 754 Deferred income tax expense (benefit): Foreign 207 126 Federal 10 (38) State and local - - 217 88 Provision for income taxes $ 1,522 $ 842 The reconciliation of the U.S. statutory rate with the Company’s effective tax rate for the years ended December 31, 2022 and 2021 is summarized as follows: 2022 2021 Federal income tax expense (benefit) at statutory rate (21.0) % (21.0) % Effect of: Change in valuation allowance 36.9 186.1 Tax effects of foreign operations 2.5 2.0 Foreign operations permanent differences - foreign exchange gains and losses 1.1 9.5 Increase in unrecognized tax benefits (ASC 740) 0.7 (22.8) State income tax net of federal benefit 0.2 1.9 Return to provision true up 0.3 (2.3) Effect of Section 162 (m) 0.0 29.90 Change in rates - 12.2 Effect of stock-based compensation (0.3) (72.1) Deemed interest (1.9) (1.4) Foreign rate differential (4.7) (31.8) Other 0.7 (2.8) Effective tax rate 14.5 % 87.4 % 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, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Deferred income tax assets: Allowances not currently deductible $ 301 $ 183 Depreciation and amortization 9 308 Equity compensation not currently deductible 1,579 831 Net operating loss carryforwards 10,758 7,741 Expenses not deductible until paid 1,694 1,829 Other 142 153 Total gross deferred income tax assets before valuation allowance 14,483 11,045 Valuation allowance (13,008) (9,095) Deferred income tax assets, net 1,475 1,950 Deferred income tax liabilities: Other (65) (15) Total deferred income tax liabilities (65) (15) Net deferred income tax assets $ 1,410 $ 1,935 Net deferred income tax assets $ 1,475 $ 1,950 Net deferred income tax liability (65) (15) Net deferred income tax assets $ 1,410 $ 1,935 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, 2022, the Company continues to maintain a valuation allowance on all of the Company’s United States, Canadian, German and United Kingdom subsidiaries’ deferred tax assets. The Company maintained a valuation allowance of approximately $13.0 million and $9.1 million as of December 31, 2022 and 2021, respectively. The valuation allowance relates to United States, and the Company’s Canadian, German and the United Kingdom subsidiaries’ deferred tax assets. The net change in the total valuation allowance was an increase of $3.9 million and $1.2 million for the years ended December 31, 2022 and December 31, 2021, respectively. Despite the access to the overseas earnings and the resulting toll charge, the Company intends to indefinitely reinvest the foreign earnings in our foreign subsidiaries on account of the foreign jurisdiction withholding tax that the Company has to incur on the actual remittances. Unremitted earnings of foreign subsidiaries amounted to approximately $50.9 million at December 31, 2022. If such earnings are repatriated in the future, or are no longer deemed to be indefinitely reinvested, the Company would have to accrue the applicable amount of foreign jurisdiction withholding taxes associated with such remittances. United States and foreign components of loss before provision for income taxes for each of the two years ended December 31, were as follows (in thousands): 2022 2021 United States $ (4,023) $ (261) Foreign (6,460) (702) Totals $ (10,483) $ (963) At December 31, 2022, the Company had available U.S. federal net operating loss (NOL) carryforwards of approximately $20.5 million. These NOL carryforwards expire at various times through the year 2035. The potential benefits from these balances have not been recognized for financial statement purposes. Under the CARES Act, the Internal Revenue Code was amended to allow for federal NOL carrybacks for five years to offset previous years’ taxable income or for the NOL to be carried forward indefinitely to offset 80% of taxable income for tax years 2021 and thereafter. As of the date the financial statements were issued, the state NOL carryforwards, if not utilized, will expire beginning in 2031. On December 31, 2022, the Company’s Canadian subsidiaries had available Canadian NOL carryforwards of approximately $28.3 million which will begin to expire in 2036. The potential benefits from these balances have not been recognized for financial statement purposes. On December 31, 2022, the Company’s German and the United Kingdom subsidiaries had available NOL carryforwards of approximately $2.2 million. The potential benefits from these balances have not been recognized for financial statement purposes. The Company had unrecognized tax benefits of $1.7 million and $1.8 million as of December 31, 2022, and 2021, respectively. The decrease in unrecognized tax benefits resulted from the reversal of a prior year’s accrual due to tax settlements. The Company expects that unrecognized tax benefits as of December 31, 2022 and December 31, 2021, if recognized, would have a material impact on the Company’s effective tax rate. The Company is subject to Federal income tax, as well as income tax in various states and foreign jurisdictions. The Company has open tax years for U.S. Federal and state taxes from 2017 through 2021. Various foreign subsidiaries have open tax years from 2004 through 2022, some of which are under audit by local tax authorities. The Company believes that its accruals for uncertain tax positions as of December 31, 2022 under ASC 740, Income Taxes are adequate to cover the Company’s income tax exposures. The following table represents a roll forward of the Company’s unrecognized tax benefits and associated interest for the years ended (in thousands): Unrecognized Tax Benefits December 31, 2022 2021 Balance at January 1 $ 1,753 $ 3,231 Decrease for prior year tax positions (290) (1,713) Increase for current year tax positions 311 156 Interest accrual 67 111 Foreign currency remeasurement (161) (32) Balance at December 31 $ 1,680 $ 1,753 Tax Assessments In September 2015, the Company’s Indian subsidiary was subject to an inquiry by the Service Tax Department in India regarding the classification of services provided by this subsidiary, asserting that the services provided by this subsidiary fall under the category of online information and database access or retrieval services (OID Services), and not under the category of business support services (BS Services) that are exempt from service tax as historically indicated in the subsidiary’s service tax filings. The Company disagrees with the Service Tax Department’s position. In November 2019, the Commissioner of Central Tax, GST & Central Excise issued an order confirming the Service Tax Department’s position. The Company is contesting this order in an appeal to the Customs, Excise and Service Tax Appellate Tribunal. In the event the Service Tax Department is ultimately successful in proving that the services fall under the category of OID Services, the revenues earned by the Company’s Indian subsidiary for the period July 2012 through November 2016 would be subject to a service tax of between 12.36% and 15%, and this subsidiary may also be liable for interest and penalties. The revenue of the Company’s Indian subsidiary during this period was approximately $57.0 million. In accordance with new rules promulgated by the Service Tax Department, as of December 1, 2016 service tax is no longer applicable to OID or BS Services. Based on the Company’s assessment in consultation with the Company’s tax counsel, the Company has not recorded any tax liability for this case. In a separate action relating to service tax refunds, in October 2016, the Company’s Indian subsidiary received notices from the Indian Service Tax Department in India seeking to reverse service tax refunds of approximately $121,000 previously granted to the Company’s Indian subsidiary for three quarters in 2014, asserting that the services provided by this subsidiary fall under the category of OID Services and not BS Services. The appeal was determined in favor of the Service Tax Department. The Company disagrees with the basis of this decision and is contesting it. The Company expects delays in its Indian subsidiary receiving further service tax refunds until this matter is adjudicated with finality, and currently has service tax credits of approximately $0.8 million recorded as a receivable. Based on the Company’s assessment in consultation with the Company’s tax counsel, the Company has not recorded any tax liability for this case. Substantial recovery against the Company in the above referenced 2015 Service Tax Department case could have a material adverse impact on the Company, and unfavorable rulings or recoveries in other tax proceedings could have a material adverse impact on the consolidated operating results of the period (and subsequent periods) in which the rulings or recovery occurs. |
Long-term obligations
Long-term obligations | 12 Months Ended |
Dec. 31, 2022 | |
Long-term obligations | |
Long-term obligations | 5. Long-term obligations Total long-term obligations as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Pension obligations - accrued pension liability $ 5,906 $ 6,839 Settlement agreement 50 272 Microsoft licenses - 385 5,956 7,496 Less: Current portion of long-term obligations 877 1,279 Totals $ 5,079 $ 6,217 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 6. Commitments and contingencies Litigation - The Company is also subject to various other legal proceedings and claims that have arisen 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 Philippine action could have a material adverse impact on the Company, and unfavorable rulings or recoveries in the other proceedings could have a material adverse impact on the consolidated operating results in the period in which the ruling or recovery occurs. In addition, the Company’s estimate of the potential impact on the Company’s consolidated financial position or overall consolidated results of operations for the above referenced legal proceedings could change in the future. The Company’s legal accruals related to legal proceedings and claims are based on the Company’s 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 accruals are adjusted if necessary. While the Company intends to defend these matters vigorously, adverse outcomes that it estimates could reach approximately $450,000 in the aggregate beyond recorded amounts are reasonably possible. If circumstances change, the Company may be required to record adjustments that could be material to its reported consolidated financial condition and results of operations. Foreign Currency Indemnifications |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases | |
Operating Leases | 7. Operating Leases The Company has various lease agreements for its offices and service delivery centers. The Company has determined that the risks and benefits related to the leased properties are retained by the lessors. Accordingly, these are accounted for as operating leases. These lease agreements are for terms ranging from two The Company recognizes an operating lease liability and right-of-use asset in compliance with current lease accounting standard ASC 842. The amount of right-of use asset is equal to the present value of the remaining lease payments discounted using the incremental borrowing rate of each respective country. Modifications, if any are recalculated and corresponding adjustments are made to the carrying values of both the lease liability and right-of-use assets. A right-of-use asset is measured as the amount of the lease liability adjusted for the amount of deferred straight-line rent, prepaid rent and lease incentive allowances previously recognized. The table below summarizes the amounts recognized in the financial statements related to operating leases for the years presented (in thousands): Year Ended December 31, 2022 December 31, 2021 Rent expense for long-term operating leases $ 1,336 $ 1,560 Rent expense for short-term leases 502 229 Total rent expense $ 1,838 $ 1,789 The following table presents the maturity profile of the Company’s operating lease liabilities based on the contractual undiscounted payments with a reconciliation of these amounts to the remaining net present value of the operating lease liability reported in the consolidated balance sheet as of December 31, 2022 (in thousands): Year Amount 2023 $ 1,045 2024 855 2025 886 2026 921 2027 905 2028 and thereafter 1,553 Total lease payments 6,165 Less: Interest (1,436) Net present value of lease liabilities $ 4,729 Current portion $ 693 Long-term portion 4,036 Total $ 4,729 The weighted average remaining lease terms and discount rates for all of our operating leases as of December 31, 2022 were as follows: Weighted-average lease term remaining 52 months Weighted-average discount rate 9.10% |
Pension Benefits
Pension Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Pension Benefits | |
Pension Benefits | 8. Pension Benefits U.S. Defined Contribution Pension Plan - 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, 2022, these plans were unfunded. Pension expense for foreign subsidiaries totaled approximately $1.1 million and $0.9 million for the years ended December 31, 2022 and 2021, respectively. The following tables set out the status of the non-U.S. pension benefits and the amounts recognized in the Company’s consolidated financial statements and the components of pension costs as of and for each of the two years in the period ended December 31 (in thousands): Benefit Obligations: 2022 2021 Projected benefit obligation at beginning of the year $ 6,839 $ 5,940 Service cost 592 572 Interest cost 352 247 Actuarial loss (gain) (713) 559 Foreign currency exchange rates changes (862) (359) Curtailment (48) - Benefits paid (254) (120) Projected benefit obligation at end of the year $ 5,906 $ 6,839 The Company incurred an actuarial gain of $0.7 million for the year ended December 31, 2022, and an actuarial loss of $0.6 million for the year ended December 31, 2021. This was mainly due to changes in the discount rates used. Actuarial (gains) losses are recorded as part of other comprehensive income and is not reflected as part of net periodic pension cost. Components of Net Periodic Pension Cost: 2022 2021 Service cost $ 592 $ 572 Interest cost 352 247 Curtailment (16) - Actuarial loss recognized 210 47 Net periodic pension cost $ 1,138 $ 866 The accumulated benefit obligation, which represents benefits earned to date, was approximately $3.2 and $3.7 million for each of the years ended December 31, 2022 and 2021. Amounts recognized in the consolidated balance sheets for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): 2022 2021 Current accrued benefit cost $ 828 $ 677 Non-current accrued benefit cost 5,078 6,162 Total amount recognized $ 5,906 $ 6,839 Current accrued benefit cost for pension benefits was included in the current portion of long-term obligations in the consolidated balance sheets. Non-current accrued benefit cost for pension benefits was included in long-term obligations, net of current portion, in the consolidated balance sheets. 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 two years in the period ended December 31 were as follows: 2022 2021 Discount rate 5.13%-20% 2.1%-12.03% Rate of increase in compensation level 7.5%-20% 7%-10% Estimated Future Benefit Payments: As of December 31, 2022, the following benefit payments, which reflect expected future service, as appropriate, were expected to be paid (in thousands): Year Amount 2023 837 2024 114 2025 401 2026 239 2027 704 2028 to 2031 4,860 $ 7,155 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2022 | |
Capital Stock | |
Capital Stock | 9. Capital Stock Common Stock - Preferred Stock - Common Stock Reserved - Treasury Stock - |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
Stock Options | 10. Stock Options On June 7, 2016, stockholders of the Company approved amendments to the Innodata Inc. 2013 Stock Plan (as amended, the “2013 Plan”). The number of shares of common stock of Innodata Inc. that may be delivered, purchased or used for reference purposes (with respect to stock appreciation rights or stock units) for awards granted under the 2013 Plan after June 7, 2016 is 5,858,892 (the “Share Reserve”). Shares subject to an option or stock appreciation right granted under the 2013 Plan after June 7, 2016 count against the Share Reserve as one share for every share granted, and shares subject to any other type of award granted under the 2013 Plan after June 7, 2016 count against the Share Reserve as two shares for every share granted. Any award, or portion of an award, under the 2013 Plan or under the Company’s 2009 Stock Plan (as amended and restated (the Prior Plan)) that expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any shares without delivery of shares or other consideration will 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 2013 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 2013 Plan or the Prior Plan. If any shares are withheld, tendered or exchanged by a participant in the 2013 Plan as full or partial payment to Innodata of the exercise price under an option under the 2013 Plan or the Prior Plan or in satisfaction of a participant’s tax withholding obligations with respect to any award under the 2013 Plan or the Prior Plan, there will 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 2013 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 2013 Plan or the Prior Plan. On June 9, 2022, stockholders of the Company approved amendments to the Innodata Inc. 2021 Equity Compensation Plan (as amended, the “2021 Plan”). The number of shares of common stock of Innodata Inc. that may be delivered, purchased or used for reference purposes (with respect to stock appreciation rights or stock units) for awards granted under the 2021 Plan is 4,000,000 (the “Share Reserve”). Shares subject to an option or stock appreciation right granted under the 2021 Plan count against the Share Reserve as one share for every share granted, and shares subject to any other type of award granted under the 2021 Plan count against the Share Reserve as two shares for every share granted for awards granted prior to April 11, 2022, and one and a half shares for every share granted for awards granted on or after April 11, 2022. Any shares withheld, tendered or exchanged by a participant in the 2021 Plan as full or partial payment to Innodata of the exercise price under an option under the 2021 Plan or in satisfaction of a participant’s tax withholding obligations with respect to any award under the 2021 Plan, will not be added back to the Share Reserve. The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average fair value of the options granted, and weighted-average assumptions were as follows: For the Years Ended December 31, 2022 2021 Weighted average fair value of options granted $ 2.67 $ 3.73 Risk-free interest rate 1.94% - 4.09 % 0.22% - 0.82 % Expected life (years) 3-6.42 3-6 Expected volatility factor 62%-79 % 58% - 68 % Expected dividends None 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 Innodata Inc. 2013 Stock Plan, as amended and restated effective June 7, 2016 (the “2013 Plan”) and changes during each of year ended December 31, 2022 and 2021 are presented below: Weighted-Average Weighted -Average Remaining Number of Exercise Contractual Term Aggregate Options Price (years) Intrinsic Value Outstanding at January 1, 2021 5,906,884 $ 1.61 6.86 89,405 Granted 1,226,300 6.84 Exercised (1,556,288) 2.01 Forfeited/Expired (40,000) 1.41 Outstanding at December 31, 2021 5,536,896 $ 2.66 7.52 $ 19,154,463 Granted* 1,774,558 4.91 Exercised (248,763) 1.34 Forfeited/Expired (372,201) 6.55 Outstanding at December 31, 2022 6,690,490 $ 3.09 7.19 $ 5,989,709 Exercisable at December 31, 2022 4,124,775 $ 1.96 6.10 $ 5,533,056 Vested and Expected to Vest at December 31, 2022 6,690,490 $ 3.09 7.19 $ 5,989,709 * Includes 110,000 stock options granted by the Company to a non-employee director of the Company during the year ended December 31, 2022. The stock option fully vests on January 1, 2025. A summary of option activity under the Innodata Inc. 2021 Equity Compensation Plan, as amended and restated effective as of April 11, 2022 (the “2021 Plan”) and changes during the year ended December 31, 2022 and 2021 are presented below: Weighted- Weighted - Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term (years) Value Outstanding at January 1, 2021 - $ - - - Granted - - Exercised - - Forfeited/Expired - - Outstanding at December 31, 2021 - $ - - - Granted* 1,030,000 3.46 Exercised — - Forfeited/Expired (2,500) 3.41 Outstanding at December 31, 2022 1,027,500 $ 3.46 9.75 $ - Exercisable at December 31, 2022 18,750 $ 5.40 9.52 $ - Vested and Expected to Vest at December 31, 2022 1,027,500 $ 3.46 9.75 $ - *During the year ended December 31, 2022, the Company granted 132,000 stock options to non-employee directors of the Company which vest on the first anniversary of the date of grant. In addition, during the year ended December 31, 2022 the Company granted 50,000 stock options to non-employee members of the Company’s advisory board in lieu of cash compensation. The stock options vest in 12 monthly installments from the date of grant. A summary of restricted stock awards issued under the 2013 Plan and the 2021 Plan (collectively, the “Equity Plans”) is presented below: Number of Weighted-Average Restricted Stock Grant Date Fair Awards Value Outstanding January 1, 2021 50,000 Granted - Vested (25,000) Unvested at December 31, 2021 25,000 $ 1.38 Granted - Vested (25,000) 1.38 Forfeited/Expired - Unvested at December 31, 2022 - $ - In March 2022, the Company granted restricted stock units (“RSU”) to key executives pursuant to the Equity Plans. Each RSU has vesting conditions based on both the achievement of performance-based metrics and the continuation of employment over a defined period. The level of performance determines the number of RSUs that performance-vest, and performance vested RSUs must also time-vest in order to be fully vested. Each fully vested RSU represents the right to receive one share of the Company’s common stock or the fair market value of one share of common stock, at the Company’s discretion, and is classified as an equity award. Each RSU vests pursuant to the vesting schedule found in the respective RSU agreement. RSUs are generally subject to graduated vesting schedules and stock-based compensation expense is computed by tranche and recognized on a straight-line basis over the tranches’ applicable vesting period based on the expected achievement level. The fair value of restricted stock units is estimated on the date of grant using the Binomial option pricing model. Restricted stock unit activity during the year ended December 31, 2022 was as follows: Weighted- Number of Average Restricted Stock Grant Date Units Fair Value Outstanding January 1, 2021 - Granted - Vested - Unvested at December 31, 2021 - Granted* 700,000 $ 5.59 Vested - Forfeited/Expired - Unvested at December 31, 2022 700,000 $ 5.59 * 200,000 RSUs were issued under the 2013 Plan and 500,000 RSUs were issued under the 2021 Plan. The compensation cost related to non-vested stock options not yet recognized as of December 31, 2022 totaled approximately $7.4 million. The weighted-average period over which these costs will be recognized is 25 months. During the fiscal year ended December 31, 2022, 700,000 performance-based restricted stock units were granted and remain non-vested at December 31, 2022. Vesting of the performance-based restricted stock units is contingent on the achievement of certain financial performance goals and service vesting conditions. There were no restricted stock units granted during the year ended December 31, 2021. The compensation cost related to non-vested restricted stock units not yet recognized as of December 31, 2022 totaled approximately $2.9 million. The weighted-average period over which these costs will be recognized is 19 months. |
Comprehensive loss
Comprehensive loss | 12 Months Ended |
Dec. 31, 2022 | |
Comprehensive loss | |
Comprehensive loss | 11. Comprehensive 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, 2022 and 2021, and reclassifications out of accumulated other comprehensive loss for the years then ended, are presented below (in thousands): Foreign Currency Accumulated Other Pension Liability Fair Value of Translation Comprehensive Adjustment Derivatives Adjustment Loss Balance at January 1, 2022 $ (858) $ (353) $ (981) $ (2,192) Other comprehensive income (loss) before reclassifications, net of taxes 561 (1,118) (676) (1,233) Total other comprehensive loss before reclassifications, net of taxes (297) (1,471) (1,657) (3,425) Net amount reclassified to earnings 211 1,106 - 1,317 Balance at December 31, 2022 $ (86) $ (365) $ (1,657) $ (2,108) Foreign Currency Accumulated Other Pension Liability Fair Value of Translation Comprehensive Adjustment Derivatives Adjustment Loss Balance at January 1, 2021 $ (444) $ - $ (494) $ (938) Other comprehensive income (loss) before reclassifications, net of taxes (457) (458) (487) (1,402) Total other comprehensive loss before reclassifications, net of taxes (901) (458) (981) (2,340) Net amount reclassified to earnings 43 105 - 148 Balance at December 31, 2021 $ (858) $ (353) $ (981) $ (2,192) Taxes related to each component of other comprehensive loss were not material for the fiscal years presented and therefore not disclosed separately. All reclassifications out of accumulated other comprehensive loss had an impact on direct operating costs in the consolidated statements of operations and comprehensive loss. |
Segment reporting and concentra
Segment reporting and concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Segment reporting and concentrations | |
Segment reporting and concentrations | 12. Segment reporting and concentrations The Company’s operations are classified in three reporting segments: Digital Data Solutions (DDS), Synodex and Agility. The DDS segment provides AI data preparation services, collecting or creating training data, annotating training data, and training AI algorithms for its customers, and AI model deployment and integration. The DDS segment also provides a range of data engineering support services including data transformation, data curation, data hygiene, data consolidation, data extraction, data compliance, and master data management. The Synodex segment provides an industry platform that transforms medical records into useable digital data organized in accordance with its proprietary data models or customer data models. The Agility segment provides an industry platform that provides marketing communications and public relations professionals with the ability to target and distribute content to journalists and social media influencers world-wide and to monitor and analyze global news channels (print, web, radio and TV) and social media channels. A significant portion of the Company’s revenues is generated from its locations in the Philippines, India, Sri Lanka, Canada, Germany, the United Kingdom and Israel. Revenues from external customers, segment operating profit (loss), and other reportable segment information are as follows (in thousands): For The Years Ended December 31, 2022 2021 Revenues: DDS $ 56,523 $ 52,569 Synodex 7,105 4,163 Agility 15,373 13,023 Total Consolidated $ 79,001 $ 69,755 Income (loss) before provision for income taxes (1) DDS $ 1,393 $ 6,311 Synodex (3,213) (1,797) Agility (8,663) (5,477) Total Consolidated $ (10,483) $ (963) Income (loss) before provision for income taxes (2) DDS $ 716 $ 5,947 Synodex (2,599) (1,526) Agility (8,600) (5,384) Total Consolidated $ (10,483) $ (963) December 31, 2022 December 31, 2021 Total assets: DDS $ 25,758 $ 38,180 Synodex 3,270 1,753 Agility 19,014 19,284 Total Consolidated $ 48,042 $ 59,217 (1) Before elimination of any inter-segment profits (2) After elimination of any inter-segment profits December 31, 2022 December 31, 2021 Goodwill: Agility $ 2,038 $ 2,143 Total $ 2,038 $ 2,143 The table below shows intersegment revenues which are eliminated in consolidation (in thousands). For The Years Ended December 31, 2022 2021 Revenues of DDS Segment from: Synodex 2,001 668 Agility 144 138 Totals 2,145 806 Long-lived assets as of December 31, 2022 and 2021 by geographic region were comprised of (in thousands): 2022 2021 United States $ 7,205 $ 4,578 Foreign countries: Canada 7,675 9,280 United Kingdom 1,198 1,538 Philippines 3,682 4,027 India 1,195 1,481 Sri Lanka 426 154 Israel 3 - Total foreign 14,179 16,480 Totals $ 21,384 $ 21,058 Long-lived assets include the unamortized balance of right-of-use assets amounting to $4.3 million and $5.6 million as of December 31, 2022 and December 31, 2021, respectively. One customer in the DDS segment generated approximately 11% of the Company’s total revenues in the fiscal year ended December 31, 2022. Another customer in the DDS segment generated approximately 11% of the Company’s total revenues in the fiscal year ended December 31, 2021. No other customer accounted for 10% or more of total revenues during these periods. Further, in the years ended December 31, 2022 and 2021, revenues from non-U.S. customers accounted for 38% and 45%, respectively, of the Company’s revenues. Revenues for each of the two years in the period ended December 31, 2022 and 2021 by geographic region (determined based upon customer domicile), were as follows (in thousands): 2022 2021 United States $ 48,724 $ 38,164 United Kingdom 10,901 11,588 The Netherlands 6,829 6,547 Canada 5,508 6,190 Others - principally Europe 7,039 7,266 Totals $ 79,001 $ 69,755 As of December 31, 2022, approximately 44% of the Company’s accounts receivable was due from foreign (principally European) customers and 45% of accounts receivable was due from four customers. As of December 31, 2021, approximately 37% of the Company’s accounts receivable was due from foreign (principally European) customers and 19% of accounts receivable was due from one customer. No other customer accounted for 10% or more of the accounts receivable as of December 31, 2022 and 2021. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Loss per Share | |
Loss per Share | 13. Loss per Share For the Years Ended December 31, 2022 2021 Net loss attributable to Innodata Inc. and Subsidiaries $ (11,935) $ (1,673) Weighted average common shares outstanding 27,278 26,630 Dilutive effect of outstanding options - - Adjusted for dilutive computation 27,278 26,630 Basic loss per share is computed using the weighted-average number of common shares outstanding during the year. Diluted income 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. Options to purchase 5.3 million shares of common stock for the year ended December 31, 2022 were outstanding but not included in the computation of diluted loss per share because the exercise price of the options were greater than the average market price of the common shares and therefore have not been considered as potential equity shares. Options to purchase 5.5 million shares of common stock for the year ended December 31, 2021, were outstanding but not included in the computation of diluted income per share because the exercise price of the options were greater than the average market price of the common shares and therefore have not been considered as potential equity shares. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
Derivatives | |
Derivatives | 14. Derivatives The Company conducts a large portion of its operations in international markets which 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 is also subject to wage inflation and other government mandated increases and operating expenses in Asian countries where the Company has the majority of its operations. The Company’s primary inflation and 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 revenue is denominated in U.S. dollars, a significant portion of total revenues is denominated in Canadian dollars, Pound Sterling and Euros. The Company’s policy is to enter derivative instrument contracts with terms that coincide with the underlying exposure being hedged for a period up to 12 months. As such, the Company’s derivative instruments are expected to be highly effective. For derivative instruments that are designated and qualify as cash flow hedges, the entire change in fair value of the hedging instrument is recorded to Other comprehensive income (loss). Upon settlement of these contracts, the change in the fair value recorded in Other comprehensive income (loss) are reclassified to earnings and included as part of Direct operating costs. For derivative instruments that are not designated as hedges, any change in fair value is recorded directly in earnings as part of Direct operating costs. 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 designated as hedges was $14.2 million as of December 31, 2022. The following table presents the fair value of derivative instruments included within the consolidated balance sheets as of December 31, 2022 and 2021 (in thousands): Balance Sheet Location Fair Value 2022 2021 Derivatives designated as hedging instruments: Foreign currency forward contracts Accrued expenses $ 365 $ 353 The effect of foreign currency forward contracts designated as cash flow hedges on the consolidated statements of operations for the years ended December 31, 2022 and 2021 were as follows (in thousands): 2022 2021 Loss recognized in OCI (1) $ (1,118) $ (458) Loss reclassified from accumulated OCI into income (2) $ (1,106) $ (105) Gain recognized in income (3) $ - $ - (1) Net change in fair value of the effective portion classified into other comprehensive income (“OCI”). (2) Effective portion classified within direct operating costs. (3) There were no ineffective portions for the period presented. |
Redemption of non-controlling i
Redemption of non-controlling interest | 12 Months Ended |
Dec. 31, 2022 | |
Redemption of non-controlling interest | |
Redemption of non-controlling interest | 15. Redemption of non-controlling interest The Consolidated Balance Sheets for the year ended December 31, 2022 includes a $2.9 million charge against additional paid-in-capital representing the carrying value of the non-controlling interest in Innodata Synodex, LLC which was redeemed by the Company on March 31, 2022. The Company accounted for the transaction in accordance with ASC Topic 810, “Consolidation,” which discusses the proper accounting treatment of the carrying value for the non-controlling interest. Under the standard, any change in ownership that does not result in a loss of control must be accounted for as an equity transaction. |
Disclosure - Short Term Investm
Disclosure - Short Term Investments - other | 12 Months Ended |
Dec. 31, 2022 | |
Short Term Investments - other | |
Short Term Investments - other | 16. Short Term Investments - other The Short-term investments includes investment made by the Company in treasury bills and certificate of deposits which are considered as highly liquid investments. For The Years Ended December 31, 2022 2021 Treasury bills $ 494 $ - Certificate of deposits 13 - Total Consolidated $ 507 $ - |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Estimates and Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business and Summary of Significant Accounting Estimates and Policies | |
Description of Business | Description of Business - The Company was founded on a simple idea: engineer the highest quality data so organizations across broad industry segments could make smarter decisions. Today, the Company believes it is delivering the highest quality data for some of the world’s most innovative technology companies to use to train the AI models of the future. AI holds the promise that computers can perceive and understand the world, enabling products and services that would have been previously unimaginable and impossible with traditional coding. AI learns from data, and the highest-performing AI will have learned from the highest-quality data. The Company believes that it can contribute meaningfully by harnessing its capabilities, honed over 30 years, in collecting and annotating data at scale with consistency and high accuracy. The Company is also helping companies deploy and integrate AI into their operations and products and providing innovative AI-enabled industry platforms, helping ensure that its customers’ businesses are prepared for a world in which machines augment human activity in ways previously unimaginable. The Company developed its capabilities and honed its approaches progressively over the last 30 years creating high-quality data for many of the world’s most demanding information companies. Approximately seven years ago, the Company formed Innodata Labs, a research and development center, to research, develop and apply machine learning and emerging AI to its large-scale, human-intensive data operations. In 2019, the Company began packaging the capabilities that emerged from its R&D efforts in order to align with several fast-growing new markets and help companies use AI/ML to drive performance benefits and business insights. The Company’s historical core competency in high-quality data, combined with these R&D efforts in applied AI, created the foundation for the evolution of the Company’s offerings, which include AI Data Preparation, AI Model Deployment and Integration, and AI-Enabled Industry Platforms. AI Data Preparation The Company collects or creates training data, annotates training data, and trains AI algorithms for social media companies, robotics companies, financial services companies, and many others, working with images, text, video and audio. The Company utilizes a variety of leading third-party image and video annotation tools. For text, the Company uses its proprietary data annotation platform that incorporates AI to reduce cost while improving consistency and quality of output. The Company’s proprietary data annotation platform features auto-tagging capabilities that apply to both classical and generative AI tasks. The platform encapsulates many of the innovations the Company has conceived of in the course of its 30-year history of creating high-quality data. In addition, because collecting real-world data is often impracticable (due to data privacy regulations or rarity of cohorts and outliers), the Company creates high-quality synthetic data that maintains all of the statistical properties of real-world data, using a combination of domain specialists and machine technologies that leverage large language models (LLMs). AI Model Deployment and Integration The Company helps businesses leverage the latest AI technologies to achieve their goals. The Company develops custom AI models (where it selects the appropriate algorithms, tunes hyperparameters, trains and validates the models, and updates the models as required). The Company also helps businesses fine-tune their own custom versions of the Company’s proprietary models and third-party foundation models to address domain-specific and customer-specific use cases. In addition to deploying and integrating AI models, the Company often provides a range of data engineering support services including data transformation, data curation, data hygiene, data consolidation, data extraction, data compliance, and master data management. The Company’s customers span a diverse range of industries and a wide range of AI use cases, benefiting from the short time-to-value and high economic returns of the Company’s AI solutions and platforms. AI-Enabled Industry Platforms The Company’s AI-enabled industry platforms address specific, niche market requirements the Company believes it can innovate with AI/ML technologies. The Company deploys these industry platforms as software-as-a-service (SaaS) and as managed services. These platforms benefit from the Company’s technology infrastructure, its industry-specific knowledge, its strong customer relationships and experience merging technology with the business processes of its customers. To date, the Company has built an industry platform for medical records data extraction and transformation (which the Company brands as “Synodex ® The Company’s Synodex industry platform transforms medical records into useable digital data organized in accordance with its proprietary data models or customer data models. The Company’s Agility industry platform provides marketing communications and public relations professionals with the ability to target and distribute content to journalists and social media influencers world-wide and to monitor and analyze global news (print, web, radio and TV) and social media. The Company’s operations are presently classified and reported in three reporting segments: Digital Data Solutions (DDS), Synodex and Agility. |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition For the Digital Data Solutions (DDS) segment, revenue is recognized primarily based on the quantity delivered or resources utilized in the period in which services are performed and performance conditions are satisfied as per the agreement. Revenue from agreements billed on a time-and-materials basis is recognized as services are performed. Revenue from fixed-fee agreements, which is not significant to overall revenues, is recognized based on the proportional performance method of accounting, as services are performed, or milestones are achieved. For the Synodex segment, revenue is recognized primarily based on the quantity delivered in the period in which services are performed and performance conditions are satisfied as per the agreement. A portion of the Synodex segment revenue is derived from licensing the Company’s functional software and providing access to the Company’s hosted software platform. Revenue from such services is recognized monthly when all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; access to the service is provided to the end user; and collection is probable. The Agility segment derives its revenue primarily from subscription arrangements and provision of enriched media analysis services. It also derives revenue as a reseller of corporate communication solutions. Revenue from subscriptions is recognized monthly when access to the service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; and collection is probable. Revenue from enriched media analysis services is recognized when the services are performed, and performance conditions are satisfied. Revenue from the reseller agreements is recognized at the gross amount received for the goods in accordance with the Company functioning as a principal due to the Company meeting the following criteria: the Company acts as the primary obligor in the sales transaction; assumes the credit risk; sets the price; can select suppliers; and is involved in the execution of the services, including after sales service. Revenue includes reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs. Revenue associated with the services provided in one period and billed in a subsequent period is commonly referred to as unbilled revenues and is included under Accounts receivable. The Company considers U.S. GAAP criteria for determining whether to report gross revenue as a principal versus net revenue as an agent. The Company evaluates whether it is in control of the services before the same are transferred to the customer to assess whether it is principal or agent in the arrangement. Contract acquisition costs, which are included in prepaid expenses and other current assets, are amortized over the term of a subscription agreement or contract that normally has a duration of 12 months or less. The Company reviews these prepaid acquisition costs on a periodic basis to determine the need to adjust the carrying values for early-terminated contracts. |
Foreign Currency Translation | Foreign Currency Translation The functional currency for the Company’s subsidiaries in Germany, the United Kingdom and for the Company’s Agility subsidiary in Canada are the Euro, the Pound Sterling and the Canadian dollar, respectively. The financial statements of these subsidiaries are prepared in these respective currencies. Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s 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. |
Derivative Instruments | Derivative Instruments - |
Cash Equivalents | Cash Equivalents - |
Short term Investments-other | Short term Investments-other - |
Property and Equipment | Property and Equipment - two |
Capitalized Developed Software | Capitalized Developed Software |
Long-lived Assets | Long-lived Assets |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets - ten Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company does not amortize goodwill but evaluates it for impairment at the reporting unit level annually during the third quarter of each fiscal year (as of September 30 of that year) or when an event occurs, or circumstances change, that indicates the carrying value may not be recoverable. The Company performed its annual goodwill assessment for the Agility segment as of September 30, 2022 and tested the intangible assets of the Agility and Synodex segments for impairment. The impairment test involves estimating the fair value based on a combination of income (estimates of future discounted cash flows) and the market approach (market multiples for similar companies) using unobservable inputs (Level 3). The Company concluded that there is no impairment of goodwill and intangible assets for the Agility and Synodex segments. |
Income Taxes | Income Taxes repatriated in the future, or are no longer deemed to be indefinitely reinvested, the Company would have to accrue as a liability the applicable amount of foreign jurisdiction withholding taxes associated with such remittances. 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. and Canadian deferred tax assets will not be realizable. As the expectation of future taxable income resulting from the Synodex and Agility segments cannot be predicted with certainty, the Company maintains a valuation allowance against all the United States, Canadian and European (principally Germany and the United Kingdom net 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 Leases | Accounting for Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets, or the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies: a. there is a change in contractual terms, other than a renewal or extension of the arrangement; b. a renewal option is exercised, or extension granted, unless the term of the renewal or extension was initially included in the lease term; c. there is a change in the determination of whether fulfillment is dependent on a specified asset; or d. there is a substantial change to the asset. Whenever a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) and at the date of renewal or extension period for scenario (b). Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. As of December 31, 2022, all of the Company’s leases are classified under operating leases. Operating lease payments are recognized as an operating expense on a straight-line basis over the lease term. |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation - The stock-based compensation expense related to the Company’s stock plans were allocated as follows (in thousands): Year Ended December 31, 2022 2021 Direct operating costs $ 214 $ 178 Selling and adminstrative expenses 3,069 1,572 Total stock-based compensation $ 3,283 $ 1,750 |
Fair Value of Financial Instruments | Fair Value of Financial 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: ● Level 1 : Unadjusted quoted price in active market for identical assets and liabilities. ● Level 2: Inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The Company’s forward contracts are at level 2 in the fair value hierarchy. |
Accounts Receivable | Accounts Receivable |
Concentration of Credit Risk | Concentration of Credit Risk |
Income (Loss) per Share | Income (Loss) per Share |
Pension | Pension - |
Deferred Revenue | Deferred Revenue |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Estimates and Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business and Summary of Significant Accounting Estimates and Policies | |
Schedule of stock-based compensation expense | The stock-based compensation expense related to the Company’s stock plans were allocated as follows (in thousands): Year Ended December 31, 2022 2021 Direct operating costs $ 214 $ 178 Selling and adminstrative expenses 3,069 1,572 Total stock-based compensation $ 3,283 $ 1,750 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment | |
Schedule of property and equipment, which include amounts recorded under capital leases | 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, 2022 2021 Equipment $ 12,391 $ 12,834 Computer software 4,447 4,399 Furniture and equipment 1,163 1,397 Leasehold improvements 2,554 3,287 Total 20,555 21,917 Less: accumulated depreciation and amortization (18,044) (18,970) $ 2,511 $ 2,947 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets | |
Schedule of carrying amount of goodwill | The changes in the carrying amount of goodwill for the year ended December 31, 2022 were as follows (in thousands): Balance as of January 1, 2022 $ 2,143 Foreign currency translation adjustment (105) Balance as of December 31, 2022 $ 2,038 |
Schedule of company's acquisition-related intangible assets and capitalized developed software | Information regarding the Company acquired intangible assets and capitalized developed software was as follows (in thousands): Company Acquired Intangible Assets Capitalized Developed Software Capitalized Trademarks Media Capitalized Developed Developed Customer and Contact Developed Software - in technology relationships tradenames Patents Database Software Progress Total Gross carrying amounts: Balance as of January 1, 2022 $ 3,169 $ 2,228 $ 880 $ 45 $ 3,648 $ 8,576 $ 635 $ 19,181 Additions - - - - - - 5,421 5,421 Transfers - - - - - 3,269 (3,269) - Foreign currency translation adjustment (171) (132) (28) (2) (156) (536) (6) (1,031) Balance as of December 31, 2022 $ 2,998 $ 2,096 $ 852 $ 43 $ 3,492 $ 11,309 $ 2,781 $ 23,571 Accumulated amortization: Balance as of January 1, 2022 $ 2,158 $ 1,377 $ 685 $ 34 $ 2,005 $ 2,575 $ - $ 8,834 Amortization expense 310 183 55 4 353 1,823 - 2,728 Foreign currency translation adjustment (128) (90) (20) (3) (88) (188) - (517) Balance as of December 31, 2022 $ 2,340 $ 1,470 $ 720 $ 35 $ 2,270 $ 4,210 $ - $ 11,045 Net carrying values - December 31, 2022 $ 658 $ 626 $ 132 $ 8 $ 1,222 $ 7,099 $ 2,781 $ 12,526 Company Acquired Intangible Assets Capitalized Developed Software Capitalized Trademarks Media Capitalized Developed Developed Customer and Contact Developed Software - in technology relationships tradenames Patents Database Software Progress Total Gross carrying amounts: Balance as of January 1, 2021 $ 3,175 $ 2,228 $ 882 $ 45 $ 3,670 $ 5,507 $ 1,360 $ 16,867 Additions - - - - - 376 2,005 2,381 Transfers - - - - - 2,752 (2,752) - Foreign currency translation adjustment (6) - (2) - (22) (59) 22 (67) Balance as of December 31, 2021 $ 3,169 $ 2,228 $ 880 $ 45 $ 3,648 $ 8,576 $ 635 $ 19,181 Accumulated amortization: Balance as of January 1, 2021 $ 1,844 $ 1,192 $ 629 $ 29 $ 1,650 $ 1,492 $ - $ 6,836 Amortization expense 315 187 56 5 354 1,089 - 2,006 Foreign currency translation adjustment (1) (2) - - 1 (6) - (8) Balance as of December 31, 2021 $ 2,158 $ 1,377 $ 685 $ 34 $ 2,005 $ 2,575 $ - $ 8,834 Net carrying amounts - December 31, 2021 $ 1,011 $ 851 $ 195 $ 11 $ 1,643 $ 6,001 $ 635 $ 10,347 |
Schedule of estimated amortization expense for intangible assets | Estimated annual amortization expense for intangible assets subsequent to December 31, 2022 is as follows (in thousands): Year Amortization 2023 $ 3,994 2024 3,555 2025 2,614 2026 825 2027 460 Thereafter 1,078 $ 12,526 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of components of the provision for income taxes | The significant components of the provision for income taxes for the years ended December 31, 2022 and 2021 were as follows (in thousands): 2022 2021 Current income tax expense (benefit): Foreign $ 1,131 $ 728 Federal 144 5 State and local 30 21 1,305 754 Deferred income tax expense (benefit): Foreign 207 126 Federal 10 (38) State and local - - 217 88 Provision for income taxes $ 1,522 $ 842 |
Schedule of effective income tax rate reconciliation | The reconciliation of the U.S. statutory rate with the Company’s effective tax rate for the years ended December 31, 2022 and 2021 is summarized as follows: 2022 2021 Federal income tax expense (benefit) at statutory rate (21.0) % (21.0) % Effect of: Change in valuation allowance 36.9 186.1 Tax effects of foreign operations 2.5 2.0 Foreign operations permanent differences - foreign exchange gains and losses 1.1 9.5 Increase in unrecognized tax benefits (ASC 740) 0.7 (22.8) State income tax net of federal benefit 0.2 1.9 Return to provision true up 0.3 (2.3) Effect of Section 162 (m) 0.0 29.90 Change in rates - 12.2 Effect of stock-based compensation (0.3) (72.1) Deemed interest (1.9) (1.4) Foreign rate differential (4.7) (31.8) Other 0.7 (2.8) Effective tax rate 14.5 % 87.4 % |
Schedule of deferred tax assets and liabilities | 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, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Deferred income tax assets: Allowances not currently deductible $ 301 $ 183 Depreciation and amortization 9 308 Equity compensation not currently deductible 1,579 831 Net operating loss carryforwards 10,758 7,741 Expenses not deductible until paid 1,694 1,829 Other 142 153 Total gross deferred income tax assets before valuation allowance 14,483 11,045 Valuation allowance (13,008) (9,095) Deferred income tax assets, net 1,475 1,950 Deferred income tax liabilities: Other (65) (15) Total deferred income tax liabilities (65) (15) Net deferred income tax assets $ 1,410 $ 1,935 Net deferred income tax assets $ 1,475 $ 1,950 Net deferred income tax liability (65) (15) Net deferred income tax assets $ 1,410 $ 1,935 |
Schedule of United States and foreign components of income (loss) before provision for income taxes | United States and foreign components of loss before provision for income taxes for each of the two years ended December 31, were as follows (in thousands): 2022 2021 United States $ (4,023) $ (261) Foreign (6,460) (702) Totals $ (10,483) $ (963) |
Schedule of unrecognized Tax Benefits | The following table represents a roll forward of the Company’s unrecognized tax benefits and associated interest for the years ended (in thousands): Unrecognized Tax Benefits December 31, 2022 2021 Balance at January 1 $ 1,753 $ 3,231 Decrease for prior year tax positions (290) (1,713) Increase for current year tax positions 311 156 Interest accrual 67 111 Foreign currency remeasurement (161) (32) Balance at December 31 $ 1,680 $ 1,753 |
Long-term obligations (Tables)
Long-term obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-term obligations | |
Schedule of total long-term obligations | Total long-term obligations as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Pension obligations - accrued pension liability $ 5,906 $ 6,839 Settlement agreement 50 272 Microsoft licenses - 385 5,956 7,496 Less: Current portion of long-term obligations 877 1,279 Totals $ 5,079 $ 6,217 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases | |
Schedule of operating lease expense recognized in financial statements | The table below summarizes the amounts recognized in the financial statements related to operating leases for the years presented (in thousands): Year Ended December 31, 2022 December 31, 2021 Rent expense for long-term operating leases $ 1,336 $ 1,560 Rent expense for short-term leases 502 229 Total rent expense $ 1,838 $ 1,789 |
Schedule of net present value of operating lease liability | The following table presents the maturity profile of the Company’s operating lease liabilities based on the contractual undiscounted payments with a reconciliation of these amounts to the remaining net present value of the operating lease liability reported in the consolidated balance sheet as of December 31, 2022 (in thousands): Year Amount 2023 $ 1,045 2024 855 2025 886 2026 921 2027 905 2028 and thereafter 1,553 Total lease payments 6,165 Less: Interest (1,436) Net present value of lease liabilities $ 4,729 Current portion $ 693 Long-term portion 4,036 Total $ 4,729 |
Schedule of weighted average remaining lease terms and discount rates | The weighted average remaining lease terms and discount rates for all of our operating leases as of December 31, 2022 were as follows: Weighted-average lease term remaining 52 months Weighted-average discount rate 9.10% |
Pension Benefits (Tables)
Pension Benefits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Pension Benefits | |
Schedule of status of the non-U.S. pension benefits pertaining to benefit obligations | 2022 2021 Projected benefit obligation at beginning of the year $ 6,839 $ 5,940 Service cost 592 572 Interest cost 352 247 Actuarial loss (gain) (713) 559 Foreign currency exchange rates changes (862) (359) Curtailment (48) - Benefits paid (254) (120) Projected benefit obligation at end of the year $ 5,906 $ 6,839 |
Schedule of status of the non-U.S. pension benefits pertaining to components of net periodic pension cost | 2022 2021 Service cost $ 592 $ 572 Interest cost 352 247 Curtailment (16) - Actuarial loss recognized 210 47 Net periodic pension cost $ 1,138 $ 866 |
Schedule of accumulated benefit obligation | 2022 2021 Current accrued benefit cost $ 828 $ 677 Non-current accrued benefit cost 5,078 6,162 Total amount recognized $ 5,906 $ 6,839 |
Schedule of actuarial assumptions for all non-U.S. plans | 2022 2021 Discount rate 5.13%-20% 2.1%-12.03% Rate of increase in compensation level 7.5%-20% 7%-10% |
Schedule of estimated future benefit payments | As of December 31, 2022, the following benefit payments, which reflect expected future service, as appropriate, were expected to be paid (in thousands): Year Amount 2023 837 2024 114 2025 401 2026 239 2027 704 2028 to 2031 4,860 $ 7,155 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
Schedule of weighted average assumptions | For the Years Ended December 31, 2022 2021 Weighted average fair value of options granted $ 2.67 $ 3.73 Risk-free interest rate 1.94% - 4.09 % 0.22% - 0.82 % Expected life (years) 3-6.42 3-6 Expected volatility factor 62%-79 % 58% - 68 % Expected dividends None None |
Schedule of stock-based compensation expense | The stock-based compensation expense related to the Company’s stock plans were allocated as follows (in thousands): Year Ended December 31, 2022 2021 Direct operating costs $ 214 $ 178 Selling and adminstrative expenses 3,069 1,572 Total stock-based compensation $ 3,283 $ 1,750 |
Equity Plans | |
Stock Options | |
Schedule of stock option activity | Weighted-Average Weighted -Average Remaining Number of Exercise Contractual Term Aggregate Options Price (years) Intrinsic Value Outstanding at January 1, 2021 5,906,884 $ 1.61 6.86 89,405 Granted 1,226,300 6.84 Exercised (1,556,288) 2.01 Forfeited/Expired (40,000) 1.41 Outstanding at December 31, 2021 5,536,896 $ 2.66 7.52 $ 19,154,463 Granted* 1,774,558 4.91 Exercised (248,763) 1.34 Forfeited/Expired (372,201) 6.55 Outstanding at December 31, 2022 6,690,490 $ 3.09 7.19 $ 5,989,709 Exercisable at December 31, 2022 4,124,775 $ 1.96 6.10 $ 5,533,056 Vested and Expected to Vest at December 31, 2022 6,690,490 $ 3.09 7.19 $ 5,989,709 |
Schedule of stock-based compensation expense | Weighted- Weighted - Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term (years) Value Outstanding at January 1, 2021 - $ - - - Granted - - Exercised - - Forfeited/Expired - - Outstanding at December 31, 2021 - $ - - - Granted* 1,030,000 3.46 Exercised — - Forfeited/Expired (2,500) 3.41 Outstanding at December 31, 2022 1,027,500 $ 3.46 9.75 $ - Exercisable at December 31, 2022 18,750 $ 5.40 9.52 $ - Vested and Expected to Vest at December 31, 2022 1,027,500 $ 3.46 9.75 $ - *During the year ended December 31, 2022, the Company granted 132,000 stock options to non-employee directors of the Company which vest on the first anniversary of the date of grant. In addition, during the year ended December 31, 2022 the Company granted 50,000 stock options to non-employee members of the Company’s advisory board in lieu of cash compensation. The stock options vest in 12 monthly installments from the date of grant. |
Restricted Stock | |
Stock Options | |
Summary of restricted stock under the Company's Plan | Number of Weighted-Average Restricted Stock Grant Date Fair Awards Value Outstanding January 1, 2021 50,000 Granted - Vested (25,000) Unvested at December 31, 2021 25,000 $ 1.38 Granted - Vested (25,000) 1.38 Forfeited/Expired - Unvested at December 31, 2022 - $ - |
Restricted Stock Units | |
Stock Options | |
Summary of restricted stock under the Company's Plan | Weighted- Number of Average Restricted Stock Grant Date Units Fair Value Outstanding January 1, 2021 - Granted - Vested - Unvested at December 31, 2021 - Granted* 700,000 $ 5.59 Vested - Forfeited/Expired - Unvested at December 31, 2022 700,000 $ 5.59 * 200,000 RSUs were issued under the 2013 Plan and 500,000 RSUs were issued under the 2021 Plan. |
Comprehensive loss (Tables)
Comprehensive loss (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Comprehensive loss | |
Schedule of accumulated other comprehensive loss | Foreign Currency Accumulated Other Pension Liability Fair Value of Translation Comprehensive Adjustment Derivatives Adjustment Loss Balance at January 1, 2022 $ (858) $ (353) $ (981) $ (2,192) Other comprehensive income (loss) before reclassifications, net of taxes 561 (1,118) (676) (1,233) Total other comprehensive loss before reclassifications, net of taxes (297) (1,471) (1,657) (3,425) Net amount reclassified to earnings 211 1,106 - 1,317 Balance at December 31, 2022 $ (86) $ (365) $ (1,657) $ (2,108) Foreign Currency Accumulated Other Pension Liability Fair Value of Translation Comprehensive Adjustment Derivatives Adjustment Loss Balance at January 1, 2021 $ (444) $ - $ (494) $ (938) Other comprehensive income (loss) before reclassifications, net of taxes (457) (458) (487) (1,402) Total other comprehensive loss before reclassifications, net of taxes (901) (458) (981) (2,340) Net amount reclassified to earnings 43 105 - 148 Balance at December 31, 2021 $ (858) $ (353) $ (981) $ (2,192) |
Segment reporting and concent_2
Segment reporting and concentrations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment reporting and concentrations | |
Schedule of Segment Reporting Information, by Segment | Revenues from external customers, segment operating profit (loss), and other reportable segment information are as follows (in thousands): For The Years Ended December 31, 2022 2021 Revenues: DDS $ 56,523 $ 52,569 Synodex 7,105 4,163 Agility 15,373 13,023 Total Consolidated $ 79,001 $ 69,755 Income (loss) before provision for income taxes (1) DDS $ 1,393 $ 6,311 Synodex (3,213) (1,797) Agility (8,663) (5,477) Total Consolidated $ (10,483) $ (963) Income (loss) before provision for income taxes (2) DDS $ 716 $ 5,947 Synodex (2,599) (1,526) Agility (8,600) (5,384) Total Consolidated $ (10,483) $ (963) December 31, 2022 December 31, 2021 Total assets: DDS $ 25,758 $ 38,180 Synodex 3,270 1,753 Agility 19,014 19,284 Total Consolidated $ 48,042 $ 59,217 (1) Before elimination of any inter-segment profits (2) After elimination of any inter-segment profits December 31, 2022 December 31, 2021 Goodwill: Agility $ 2,038 $ 2,143 Total $ 2,038 $ 2,143 The table below shows intersegment revenues which are eliminated in consolidation (in thousands). For The Years Ended December 31, 2022 2021 Revenues of DDS Segment from: Synodex 2,001 668 Agility 144 138 Totals 2,145 806 |
Schedule of Revenue from External Customers and Long-Lived Assets | Long-lived assets as of December 31, 2022 and 2021 by geographic region were comprised of (in thousands): 2022 2021 United States $ 7,205 $ 4,578 Foreign countries: Canada 7,675 9,280 United Kingdom 1,198 1,538 Philippines 3,682 4,027 India 1,195 1,481 Sri Lanka 426 154 Israel 3 - Total foreign 14,179 16,480 Totals $ 21,384 $ 21,058 |
Schedule of Revenue from External Customers based on Client domicile | Revenues for each of the two years in the period ended December 31, 2022 and 2021 by geographic region (determined based upon customer domicile), were as follows (in thousands): 2022 2021 United States $ 48,724 $ 38,164 United Kingdom 10,901 11,588 The Netherlands 6,829 6,547 Canada 5,508 6,190 Others - principally Europe 7,039 7,266 Totals $ 79,001 $ 69,755 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss per Share | |
Schedule of earnings per share, basic and diluted | For the Years Ended December 31, 2022 2021 Net loss attributable to Innodata Inc. and Subsidiaries $ (11,935) $ (1,673) Weighted average common shares outstanding 27,278 26,630 Dilutive effect of outstanding options - - Adjusted for dilutive computation 27,278 26,630 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivatives | |
Schedule of fair value of derivative instruments | The following table presents the fair value of derivative instruments included within the consolidated balance sheets as of December 31, 2022 and 2021 (in thousands): Balance Sheet Location Fair Value 2022 2021 Derivatives designated as hedging instruments: Foreign currency forward contracts Accrued expenses $ 365 $ 353 |
Schedule of effects of foreign currency forward contracts designated as cash flow hedges | The effect of foreign currency forward contracts designated as cash flow hedges on the consolidated statements of operations for the years ended December 31, 2022 and 2021 were as follows (in thousands): 2022 2021 Loss recognized in OCI (1) $ (1,118) $ (458) Loss reclassified from accumulated OCI into income (2) $ (1,106) $ (105) Gain recognized in income (3) $ - $ - (1) Net change in fair value of the effective portion classified into other comprehensive income (“OCI”). (2) Effective portion classified within direct operating costs. (3) There were no ineffective portions for the period presented. |
Short Term Investments - other
Short Term Investments - other (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Short Term Investments - other | |
Schedule of other short term investments | For The Years Ended December 31, 2022 2021 Treasury bills $ 494 $ - Certificate of deposits 13 - Total Consolidated $ 507 $ - |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Estimates and Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Amortization period | 12 months | |
Foreign Currency Transaction Gain (Loss), before Tax | $ 1,300 | $ 500 |
Outstanding foreign currency forward contracts | 14,200 | 19,700 |
Cash and cash equivalents | 9,792 | 18,902 |
Cost | 20,555 | 21,917 |
Deferred revenue | 4,400 | 4,500 |
Capitalized software development | ||
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Cost | 11,300 | 8,600 |
In process research and development | ||
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Cost | $ 2,800 | $ 600 |
Minimum | ||
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Property and equipment useful lives | 2 years | |
Estimated useful life of intangibles | 10 years | |
Minimum | In process research and development | ||
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Estimated useful lives | three | |
Maximum | ||
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Property and equipment useful lives | 10 years | |
Estimated useful life of intangibles | 12 years | |
Maximum | In process research and development | ||
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Estimated useful lives | P10Y | |
Asia | ||
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Cash and cash equivalents | $ 3,600 | |
United States | ||
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Cash and cash equivalents | 6,200 | |
Shor term Investments | $ 500 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Estimates and Policies - Stock-based compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Estimates and Policies | ||
Direct operating costs | $ 214 | $ 178 |
Selling and adminstrative expenses | 3,069 | 1,572 |
Total stock-based compensation | $ 3,283 | $ 1,750 |
Property and equipment - Proper
Property and equipment - Property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment | ||
Total | $ 20,555 | $ 21,917 |
Less: accumulated depreciation and amortization | (18,044) | (18,970) |
Net Total | 2,511 | 2,947 |
Equipment | ||
Property and equipment | ||
Total | 12,391 | 12,834 |
Computer software | ||
Property and equipment | ||
Total | 4,447 | 4,399 |
Furniture and equipment | ||
Property and equipment | ||
Total | 1,163 | 1,397 |
Leasehold improvements | ||
Property and equipment | ||
Total | $ 2,554 | $ 3,287 |
Property and equipment - Additi
Property and equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and equipment | ||
Depreciation expense | $ 3,889 | $ 2,869 |
Property and equipment | ||
Property and equipment | ||
Depreciation expense | $ 1,200 | $ 900 |
Property and equipment | Minimum | ||
Property and equipment | ||
Estimated useful lives | P2Y | |
Property and equipment | Maximum | ||
Property and equipment | ||
Estimated useful lives | P10Y |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets | |
Balance at the beginning | $ 2,143 |
Foreign currency translation adjustment | (105) |
Balance at the end | $ 2,038 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Acquisition-Related Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Gross carrying amounts: | |||
Balance at the beginning | $ 19,181 | $ 16,867 | $ 16,867 |
Additions | $ 5,421 | 2,381 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Net carrying values | ||
Foreign currency translation adjustment | $ (1,031) | (67) | |
Balance at the end | 23,571 | 19,181 | 23,571 |
Accumulated amortization: | |||
Balance at the beginning | 8,834 | 6,836 | 6,836 |
Amortization expense | 2,728 | 2,006 | |
Foreign currency translation adjustment | (517) | (8) | |
Balance at the end | 11,045 | 8,834 | 11,045 |
Net carrying values | 12,526 | 10,347 | 12,526 |
Developed technology | |||
Gross carrying amounts: | |||
Balance at the beginning | 3,169 | 3,175 | 3,175 |
Foreign currency translation adjustment | (171) | (6) | |
Balance at the end | 2,998 | 3,169 | 2,998 |
Accumulated amortization: | |||
Balance at the beginning | 2,158 | 1,844 | 1,844 |
Amortization expense | 310 | 315 | |
Foreign currency translation adjustment | (128) | (1) | |
Balance at the end | 2,340 | 2,158 | 2,340 |
Net carrying values | 658 | 1,011 | 658 |
Customer relationships | |||
Gross carrying amounts: | |||
Balance at the beginning | 2,228 | 2,228 | 2,228 |
Foreign currency translation adjustment | (132) | ||
Balance at the end | 2,096 | 2,228 | 2,096 |
Accumulated amortization: | |||
Balance at the beginning | 1,377 | 1,192 | 1,192 |
Amortization expense | 183 | 187 | |
Foreign currency translation adjustment | (90) | (2) | |
Balance at the end | 1,470 | 1,377 | 1,470 |
Net carrying values | 626 | 851 | 626 |
Trademarks and tradenames | |||
Gross carrying amounts: | |||
Balance at the beginning | 880 | 882 | 882 |
Foreign currency translation adjustment | (28) | (2) | |
Balance at the end | 852 | 880 | 852 |
Accumulated amortization: | |||
Balance at the beginning | 685 | 629 | 629 |
Amortization expense | 55 | 56 | |
Foreign currency translation adjustment | (20) | ||
Balance at the end | 720 | 685 | 720 |
Net carrying values | 132 | 195 | 132 |
Patents | |||
Gross carrying amounts: | |||
Balance at the beginning | 45 | 45 | 45 |
Foreign currency translation adjustment | (2) | ||
Balance at the end | 43 | 45 | 43 |
Accumulated amortization: | |||
Balance at the beginning | 34 | 29 | 29 |
Amortization expense | 4 | 5 | |
Foreign currency translation adjustment | (3) | ||
Balance at the end | 35 | 34 | 35 |
Net carrying values | 8 | 11 | 8 |
Media Contact Database | |||
Gross carrying amounts: | |||
Balance at the beginning | 3,648 | 3,670 | 3,670 |
Foreign currency translation adjustment | (156) | (22) | |
Balance at the end | 3,492 | 3,648 | 3,492 |
Accumulated amortization: | |||
Balance at the beginning | 2,005 | 1,650 | 1,650 |
Amortization expense | 353 | 354 | |
Foreign currency translation adjustment | (88) | 1 | |
Balance at the end | 2,270 | 2,005 | 2,270 |
Net carrying values | 1,222 | 1,643 | 1,222 |
Capitalized developed software | |||
Accumulated amortization: | |||
Amortization expense | 1,800 | 1,100 | |
Capitalized Developed Software | |||
Gross carrying amounts: | |||
Balance at the beginning | 8,576 | 5,507 | 5,507 |
Additions | 376 | ||
Transfers | 3,269 | 2,752 | |
Foreign currency translation adjustment | (536) | (59) | |
Balance at the end | 11,309 | 8,576 | 11,309 |
Accumulated amortization: | |||
Balance at the beginning | 2,575 | 1,492 | 1,492 |
Amortization expense | 1,823 | 1,089 | |
Foreign currency translation adjustment | (188) | (6) | |
Balance at the end | 4,210 | 2,575 | 4,210 |
Net carrying values | 7,099 | 6,001 | 7,099 |
Capitalized Developed Software - in Progress | |||
Gross carrying amounts: | |||
Balance at the beginning | 635 | 1,360 | 1,360 |
Additions | 5,421 | 2,005 | |
Transfers | (3,269) | (2,752) | |
Foreign currency translation adjustment | (6) | 22 | |
Balance at the end | 2,781 | 635 | 2,781 |
Accumulated amortization: | |||
Net carrying values | $ 2,781 | $ 635 | $ 2,781 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets | |
2023 | $ 3,994 |
2024 | 3,555 |
2025 | 2,614 |
2026 | 825 |
2027 | 460 |
Thereafter | 1,078 |
Finite-Lived Intangible Assets, Net | $ 12,526 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Goodwill and Intangible Assets | ||||
Impairment of intangible assets finite lived | $ 0 | |||
Impairment of Goodwill | $ 2 | |||
Amortization expense | 2,728 | $ 2,006 | ||
Computer Software, Intangible Asset [Member] | ||||
Goodwill and Intangible Assets | ||||
Amortization expense | $ 1,800 | $ 1,100 | ||
Intangible Assets, Amortization Period | ||||
Goodwill and Intangible Assets | ||||
Amortization expense | $ 900 |
Income Taxes - Components of pr
Income Taxes - Components of provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax expense: | ||
Foreign | $ 1,131 | $ 728 |
Federal | 144 | 5 |
State and local | 30 | 21 |
Current income tax expense (benefit) | 1,305 | 754 |
Deferred income tax expense (benefit): | ||
Foreign | 207 | 126 |
Federal | 10 | (38) |
Deferred income tax expense (benefit) | 217 | 88 |
Provision for income taxes | $ 1,522 | $ 842 |
Income Taxes - Tax Rate Reconci
Income Taxes - Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Federal income tax expense at statutory rate | (21.00%) | (21.00%) |
Effect of: | ||
Change in valuation allowance | 36.90% | 186.10% |
Tax effects of foreign operations | 2.50% | 2% |
Foreign operations permanent difference - foreign exchange gains and losses | 1.10% | 9.50% |
Increase in unrecognized tax benefits (ASC 740) | 0.70% | (22.80%) |
State income tax net of federal benefit | 0.20% | 1.90% |
Return to provision true up | 0.30% | (2.30%) |
Change in tax rates | 12.20% | |
Effect of stock based compensation | (0.30%) | (72.10%) |
Deemed interest | (1.90%) | (1.40%) |
Foreign rate differential | (4.70%) | (31.80%) |
Other | 0.70% | (2.80%) |
Effective tax rate | 14.50% | 87.40% |
Tax effects of foreign operations - permanent FX gains and losses | 0% | 29.90% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Allowances not currently deductible | $ 301 | $ 183 |
Depreciation and amortization | 9 | 308 |
Equity compensation not currently deductible | 1,579 | 831 |
Net operating loss carryforwards | 10,758 | 7,741 |
Expenses not deductible until paid | 1,694 | 1,829 |
Other | 142 | 153 |
Total gross deferred income tax assets before valuation allowance | 14,483 | 11,045 |
Valuation allowance | (13,008) | (9,095) |
Deferred income tax assets, net | 1,475 | 1,950 |
Deferred income tax liabilities: | ||
Other | (65) | (15) |
Total deferred income tax liabilities | (65) | (15) |
Net deferred income tax assets | 1,410 | 1,935 |
Net deferred income tax assets | 1,475 | 1,950 |
Net deferred income tax liability | (65) | (15) |
Net deferred income tax assets | $ 1,410 | $ 1,935 |
Income Taxes - United States an
Income Taxes - United States and foreign components of income (loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
United States | $ (4,023) | $ (261) |
Foreign | (6,460) | (702) |
Loss before provision for income taxes | $ (10,483) | $ (963) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Balance at the beginning | $ 1,753 | $ 3,231 |
Increase for current period tax positions | 311 | 156 |
Decrease for prior period tax positions | (290) | (1,713) |
Interest accrual | 67 | 111 |
Foreign currency remeasurement | (161) | (32) |
Balance at the end | $ 1,680 | $ 1,753 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||||
Subsidiary Revenue | $ 57,000,000 | |||
Reversal of Service Tax Refund | $ 121,000 | |||
Service Tax Credit Receivable | $ 800,000 | |||
Deferred Tax Assets, Valuation Allowance | $ 13,008,000 | $ 9,095,000 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 3,900,000 | $ 1,200,000 | ||
Unremitted Earnings of Foreign Subsidiaries | 50,900,000 | |||
Canadian Subsidiaries [Member] | ||||
Income Taxes | ||||
NOL carryforwards | 28,300,000 | |||
German and the United Kingdom subsidiaries | ||||
Income Taxes | ||||
NOL carryforwards | 2,200,000 | |||
Domestic Tax Authority [Member] | ||||
Income Taxes | ||||
NOL carryforwards | $ 20,500,000 | |||
Maximum | ||||
Income Taxes | ||||
Percentage for Subsidiary Service Tax | 15% | |||
Minimum | ||||
Income Taxes | ||||
Percentage for Subsidiary Service Tax | 12.36% |
Long-term obligations (Details)
Long-term obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Pension obligations | ||
Pension obligations - accrued pension liability | $ 5,906 | $ 6,839 |
Settlement agreement | 50 | 272 |
Microsoft licenses | 385 | |
Long-term Debt | 5,956 | 7,496 |
Less: Current portion of long-term obligations | 877 | 1,279 |
Totals | $ 5,079 | $ 6,217 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies | |
Estimated litigation liability | $ 5,900,000 |
Interest rate description litigation | plus legal interest that accrued at 12% per annum from August 13, 2008 to June 30, 2013, and thereafter accrued and continues to accrue at 6% per annum |
Litigation settlement expense | $ 450,000 |
Operating Leases - Financial st
Operating Leases - Financial statements related to operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases | ||
Total rent expense | $ 1,838 | $ 1,789 |
Long-term operating leases | ||
Operating Leases | ||
Total rent expense | 1,336 | 1,560 |
Short-term leases | ||
Operating Leases | ||
Total rent expense | $ 502 | $ 229 |
Operating Leases - Net present
Operating Leases - Net present value of the operating lease liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 1,045 | |
2024 | 855 | |
2025 | 886 | |
2026 | 921 | |
2027 | 905 | |
2027 and thereafter | 1,553 | |
Total lease payments | 6,165 | |
Less: Interest | (1,436) | |
Net present value of lease liabilities | 4,729 | |
Current portion | 693 | $ 1,034 |
Long-term portion | 4,036 | $ 5,276 |
Total | $ 4,729 |
Operating Leases - Weighted ave
Operating Leases - Weighted average remaining lease terms (Details) | Dec. 31, 2022 |
Operating Leases | |
Weighted-average lease term remaining | 52 months |
Weighted-average discount rate | 9.10% |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Lease agreements term | 2 years |
Percentage of rental escalations | 1.75% |
Maximum | |
Lease agreements term | 11 years |
Percentage of rental escalations | 10% |
Pension Benefits - Benefit Obli
Pension Benefits - Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Benefits | ||
Projected benefit obligation at beginning of the year | $ 6,839 | $ 5,940 |
Service cost | 592 | 572 |
Interest cost | $ 352 | $ 247 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net |
Actuarial loss (gain) | $ (713) | $ 559 |
Foreign currency exchange rates changes | (862) | (359) |
Curtailment | (48) | |
Benefits paid | (254) | (120) |
Projected benefit obligation at end of the year | $ 5,906 | $ 6,839 |
Pension Benefits - Components o
Pension Benefits - Components of Net Periodic Pension Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Benefits | ||
Service cost | $ 592 | $ 572 |
Interest cost | 352 | 247 |
Curtailment | (16) | 0 |
Actuarial gain (loss) recognized | $ 210 | $ 47 |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Immediate Recognition of Actuarial Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net Of Tax | Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net Of Tax |
Net periodic pension cost | $ 1,138 | $ 866 |
Pension Benefits - Recognized i
Pension Benefits - Recognized in balance sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Pension Benefits | ||
Current accrued benefit cost | $ 828 | $ 677 |
Non-current accrued benefit cost | 5,078 | 6,162 |
Total amount recognized | $ 5,906 | $ 6,839 |
Pension Benefits - Actuarial as
Pension Benefits - Actuarial assumptions (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Minimum | ||
Pension Benefits | ||
Discount rate | 5.13% | 2.10% |
Rate of increase in compensation level | 7.50% | 7% |
Maximum | ||
Pension Benefits | ||
Discount rate | 20% | 12.03% |
Rate of increase in compensation level | 20% | 10% |
Pension Benefits - Estimated fu
Pension Benefits - Estimated future benefit payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Pension Benefits | |
2022 | $ 837 |
2023 | 114 |
2024 | 401 |
2025 | 239 |
2027 | 704 |
2030 to 2031 | 4,860 |
Total | $ 7,155 |
Pension Benefits - Additional I
Pension Benefits - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Benefits | ||
Period of service to become eligible | 6 months | |
Accumulated benefit obligation | $ 3.2 | $ 3.7 |
Subsidiaries | ||
Pension Benefits | ||
Pension expense | $ 1.1 | $ 0.9 |
Capital Stock (Details)
Capital Stock (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Vote / shares $ / shares shares | Dec. 31, 2021 shares | Jul. 31, 2019 USD ($) | |
Capital Stock | |||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Number of votes per share | Vote / shares | 1 | ||
Dividends declared (in dollars per share) | $ / shares | $ 0 | ||
Preferred Stock, Shares Authorized | 4,998,000 | 4,998,000 | |
Common stock reserved available for future issuance | 3,496,297 | ||
Treasury Stock | |||
Capital Stock | |||
Shares authorized to repurchase | $ | $ 2 | ||
Purchase of treasury stock (in shares) | 0 | 0 | |
Treasury Stock, common value | $ | $ 1.8 | ||
Treasury Stock | July 2019 | |||
Capital Stock | |||
Shares authorized to repurchase | $ | $ 1.5 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock options vesting period | 12 months | ||
2021 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of options, granted (in shares) | 1,030,000 | ||
Number of Options, Forfeited/Expired (in shares) | (2,500) | ||
Number of Options, Outstanding - Ending balance (in shares) | 1,027,500 | ||
Number of Options Exercisable (in shares) | 18,750 | ||
Number of Options, Vested and Expected to Vest (in shares) | 1,027,500 | ||
Weighted Average Exercise Price Granted (in dollars per shares) | $ 3.46 | ||
Weighted Average Exercise Price Forfeited/Expired (in dollars per shares) | 3.41 | ||
Weighted Average Exercise Price Outstanding (in dollars per shares) | 3.46 | ||
Weighted Average Exercise Price Exercisable (in dollars per shares) | 5.40 | ||
Weighted Average Exercise Price Vested and Expected to Vest (in dollars per shares) | $ 3.46 | ||
Weighted Average Remaining Contractual Term Outstanding (in years) | 9 years 9 months | ||
Weighted Average Remaining Contractual Term Exercisable (in years) | 9 years 6 months 7 days | ||
Weighted Average Remaining Contractual Term Vested and Expected to Vest (in years) | 9 years 9 months | ||
Non employee director | 2013 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of options, granted (in shares) | 110,000 | ||
Non employee director | 2021 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of options, granted (in shares) | 132,000 | ||
Non employee member | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of options, granted (in shares) | 50,000 | ||
Employee stock option | 2013 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of Options, Outstanding - Beginning balance (in shares) | 5,536,896 | 5,906,884 | |
Number of options, granted (in shares) | 1,774,558 | 1,226,300 | |
Number of Options, Exercised (in shares) | (248,763) | (1,556,288) | |
Number of Options, Forfeited/Expired (in shares) | (372,201) | (40,000) | |
Number of Options, Outstanding - Ending balance (in shares) | 5,906,884 | 6,690,490 | 5,536,896 |
Number of Options Exercisable (in shares) | 4,124,775 | ||
Number of Options, Vested and Expected to Vest (in shares) | 6,690,490 | ||
Weighted Average Exercise Price Outstanding (in dollars per shares) | $ 2.66 | $ 1.61 | |
Weighted Average Exercise Price Granted (in dollars per shares) | 4.91 | 6.84 | |
Weighted Average Exercise Price Exercised (in dollars per shares) | 1.34 | 2.01 | |
Weighted Average Exercise Price Forfeited/Expired (in dollars per shares) | 6.55 | 1.41 | |
Weighted Average Exercise Price Outstanding (in dollars per shares) | $ 1.61 | 3.09 | $ 2.66 |
Weighted Average Exercise Price Exercisable (in dollars per shares) | 1.96 | ||
Weighted Average Exercise Price Vested and Expected to Vest (in dollars per shares) | $ 3.09 | ||
Weighted Average Remaining Contractual Term Outstanding (in years) | 6 years 10 months 9 days | 7 years 2 months 8 days | 7 years 6 months 7 days |
Weighted Average Remaining Contractual Term Exercisable (in years) | 6 years 1 month 6 days | ||
Weighted Average Remaining Contractual Term Vested and Expected to Vest (in years) | 7 years 2 months 8 days | ||
Aggregate Intrinsic Value, Outstanding | $ 89,405 | $ 5,989,709 | $ 19,154,463 |
Aggregate Intrinsic Value, Exercisable | 5,533,056 | ||
Aggregate Intrinsic Value, Vested and Expected to Vest | $ 5,989,709 |
Stock Options - Weighted Averag
Stock Options - Weighted Average Fair Values and Assumptions (Details) - Employee stock option - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Weighted average fair value of options granted (in dollars per share) | $ 2.67 | $ 3.73 |
Expected dividends | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 1.94% | 0.22% |
Expected life (years) | 3 years | 3 years |
Expected volatility factor | 62% | 58% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 4.09% | 0.82% |
Expected life (years) | 6 years 5 months 1 day | 6 years |
Expected volatility factor | 79% | 68% |
Stock Options - Summary of st_2
Stock Options - Summary of stock option and Restricted Stock option activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Weighted-Average Grant Date Fair Value, Outstanding | $ 1.38 | |
Weighted-Average Grant Date Fair Value, Granted | 5.59 | |
Weighted-Average Grant Date Fair Value, Vested | 1.38 | |
Weighted-Average Grant Date Fair Value, Outstanding | $ 5.59 | $ 1.38 |
2013 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares, granted | 200,000 | |
Number of RSUs issued | 200,000 | |
2021 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares, granted | 500,000 | |
Number of RSUs issued | 500,000 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of Shares, Outstanding at Beginning of the year | 25,000 | 50,000 |
Number of shares, granted | 700,000 | |
Number of Shares, Vested | (25,000) | (25,000) |
Number of Shares, Unvested at End of the year | 25,000 | |
Number of RSUs issued | 700,000 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares, granted | 700,000 | 0 |
Number of Shares, Unvested at End of the year | 700,000 | |
Number of RSUs issued | 700,000 | 0 |
Stock Options - Additional Info
Stock Options - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 08, 2021 | Jun. 07, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock options vesting period | 12 months | |||
Share-based Payment Arrangement, Option And Stock Appreciation Rights (SARs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of shares counted against share reserve for each share granted | 1 | |||
Number of shares added back to share reserve | 1 | |||
Number of shares added back to share reserve, withheld, tendered, Exchanged | 1 | |||
Share-based Payment Arrangement, Option And Stock Appreciation Rights (SARs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of shares counted against share reserve for each share granted | 2 | |||
Number of shares added back to share reserve | 2 | |||
Number of shares added back to share reserve, withheld, tendered, Exchanged | 2 | |||
Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Compensation cost related to non-vested stock options and restricted stock awards not yet recognized | $ 7.4 | |||
Weighted-average period over which compensation cost recognized | 19 months | |||
Grant date fair value | $ 2.67 | $ 3.73 | ||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of shares eligible to receive for each fully vested RSU | 1 | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of shares, granted | 700,000 | 0 | ||
Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Weighted-average period over which compensation cost recognized | 25 months | |||
Employee stock option | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Compensation cost related to non-vested stock options and restricted stock awards not yet recognized | $ 2,900 | |||
2013 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of shares, granted | 200,000 | |||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 4,000,000 | 5,858,892 | ||
2013 Stock Plan | Employee stock option | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of options, granted (in shares) | 1,774,558 | 1,226,300 | ||
Exercise price of stock options granted | $ 4.91 | $ 6.84 | ||
2021 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of shares, granted | 500,000 | |||
Number of options, granted (in shares) | 1,030,000 | |||
Exercise price of stock options granted | $ 3.46 | |||
Non employee director | 2013 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of options, granted (in shares) | 110,000 | |||
Non employee director | 2021 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of options, granted (in shares) | 132,000 |
Comprehensive loss - Reclassifi
Comprehensive loss - Reclassifications out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Comprehensive loss | ||
Balance at the beginning | $ 29,927 | $ 29,640 |
Balance at the end | 18,773 | 29,927 |
Accumulated Other Comprehensive Loss | ||
Comprehensive loss | ||
Balance at the beginning | (2,192) | (938) |
Other comprehensive income (loss) before reclassifications, net of taxes | (1,233) | (1,402) |
Total other comprehensive loss before reclassifications, net of taxes | (3,425) | (2,340) |
Net amount reclassified to earnings | 1,317 | 148 |
Balance at the end | (2,108) | (2,192) |
Pension Liability Adjustment | ||
Comprehensive loss | ||
Balance at the beginning | (858) | (444) |
Other comprehensive income (loss) before reclassifications, net of taxes | 561 | (457) |
Total other comprehensive loss before reclassifications, net of taxes | (297) | (901) |
Net amount reclassified to earnings | 211 | 43 |
Balance at the end | (86) | (858) |
Fair Value of Derivatives | ||
Comprehensive loss | ||
Balance at the beginning | (353) | |
Other comprehensive income (loss) before reclassifications, net of taxes | (1,118) | (458) |
Total other comprehensive loss before reclassifications, net of taxes | (1,471) | (458) |
Net amount reclassified to earnings | 1,106 | 105 |
Balance at the end | (365) | (353) |
Foreign Currency Translation Adjustment | ||
Comprehensive loss | ||
Balance at the beginning | (981) | (494) |
Other comprehensive income (loss) before reclassifications, net of taxes | (676) | (487) |
Total other comprehensive loss before reclassifications, net of taxes | (1,657) | (981) |
Balance at the end | $ (1,657) | $ (981) |
Segment reporting and concent_3
Segment reporting and concentrations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment reporting information | |||
Revenues | $ 79,001 | $ 69,755 | |
Income (loss) before provision for income taxes | (10,483) | (963) | |
Total assets | 48,042 | 59,217 | |
Goodwill | 2,038 | 2,143 | |
Intersegment eliminations | |||
Segment reporting information | |||
Revenues | 2,145 | 806 | |
Before intersegment eliminations | |||
Segment reporting information | |||
Income (loss) before provision for income taxes | [1] | (10,483) | (963) |
After intersegment eliminations | |||
Segment reporting information | |||
Income (loss) before provision for income taxes | [2] | (10,483) | (963) |
DDS | |||
Segment reporting information | |||
Revenues | 56,523 | 52,569 | |
Total assets | 25,758 | 38,180 | |
DDS | Before intersegment eliminations | |||
Segment reporting information | |||
Income (loss) before provision for income taxes | [1] | 1,393 | 6,311 |
DDS | After intersegment eliminations | |||
Segment reporting information | |||
Income (loss) before provision for income taxes | [2] | 716 | 5,947 |
Synodex | |||
Segment reporting information | |||
Revenues | 7,105 | 4,163 | |
Total assets | 3,270 | 1,753 | |
Synodex | Intersegment eliminations | |||
Segment reporting information | |||
Revenues | 2,001 | 668 | |
Synodex | Before intersegment eliminations | |||
Segment reporting information | |||
Income (loss) before provision for income taxes | [1] | (3,213) | (1,797) |
Synodex | After intersegment eliminations | |||
Segment reporting information | |||
Income (loss) before provision for income taxes | [2] | (2,599) | (1,526) |
Agility | |||
Segment reporting information | |||
Revenues | 15,373 | 13,023 | |
Total assets | 19,014 | 19,284 | |
Goodwill | 2,038 | 2,143 | |
Agility | Intersegment eliminations | |||
Segment reporting information | |||
Revenues | 144 | 138 | |
Agility | Before intersegment eliminations | |||
Segment reporting information | |||
Income (loss) before provision for income taxes | [1] | (8,663) | (5,477) |
Agility | After intersegment eliminations | |||
Segment reporting information | |||
Income (loss) before provision for income taxes | [2] | $ (8,600) | $ (5,384) |
[1] Before elimination of any inter-segment profits December 31, 2022 |
Segment reporting and concent_4
Segment reporting and concentrations - Long-lived assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from external customers and long-lived assets | ||
Long - lived assets | $ 21,384 | $ 21,058 |
Right-of-use-asset, net | 4,309 | 5,621 |
United States | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 7,205 | 4,578 |
Canada | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 7,675 | 9,280 |
United Kingdom | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 1,198 | 1,538 |
Philippines | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 3,682 | 4,027 |
India | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 1,195 | 1,481 |
Sri Lanka | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 426 | 154 |
Israel | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 3 | |
Total foreign | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | $ 14,179 | $ 16,480 |
Segment reporting and concent_5
Segment reporting and concentrations - Revenues by geographic region (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment reporting information | ||
Revenues | $ 79,001 | $ 69,755 |
United States | ||
Segment reporting information | ||
Revenues | 48,724 | 38,164 |
United Kingdom | ||
Segment reporting information | ||
Revenues | 10,901 | 11,588 |
The Netherlands | ||
Segment reporting information | ||
Revenues | 6,829 | 6,547 |
Canada | ||
Segment reporting information | ||
Revenues | 5,508 | 6,190 |
Others - principally Europe | ||
Segment reporting information | ||
Revenues | $ 7,039 | $ 7,266 |
Segment reporting and concent_6
Segment reporting and concentrations - Additional information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) customer client segment | Dec. 31, 2021 USD ($) | |
Segment reporting information | ||
Number of reportable segments | segment | 3 | |
Right-of-use-asset, net | $ | $ 4,309 | $ 5,621 |
Classification of segment assets | $ | $ 48,042 | $ 59,217 |
Sales revenue,net | Customer concentration risk | Non-US | ||
Segment reporting information | ||
Concentration risk, percentage | 38% | 45% |
Foreign customer | Accounts receivable | Customer concentration risk | ||
Segment reporting information | ||
Concentration risk, percentage | 44% | 37% |
One client | Sales revenue,net | Customer concentration risk | ||
Segment reporting information | ||
Number of clients | 1 | |
Concentration risk, percentage | 11% | |
One client | Accounts receivable | Customer concentration risk | ||
Segment reporting information | ||
Concentration risk, percentage | 19% | |
Another client | Sales revenue,net | Customer concentration risk | ||
Segment reporting information | ||
Concentration risk, percentage | 11% | |
Three clients | Sales revenue,net | Customer concentration risk | ||
Segment reporting information | ||
Number of clients | 0 | |
Three clients | Accounts receivable | Customer concentration risk | ||
Segment reporting information | ||
Number of clients | client | 1 | |
Four clients | Accounts receivable | Customer concentration risk | ||
Segment reporting information | ||
Concentration risk, percentage | 45% | |
Client | Accounts receivable | Customer concentration risk | ||
Segment reporting information | ||
Number of clients | 0 | |
Client | Minimum | Sales revenue,net | Customer concentration risk | ||
Segment reporting information | ||
Concentration risk, percentage | 10% | |
Client | Minimum | Accounts receivable | Customer concentration risk | ||
Segment reporting information | ||
Concentration risk, percentage | 10% |
Loss per Share (Details)
Loss per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss per Share | ||
Net Loss attributable to Innodata Inc. and Subsidiaries | $ (11,935) | $ (1,673) |
Weighted average common shares outstanding | 27,278 | 26,630 |
Adjusted for dilutive computation | 27,278 | 26,630 |
Loss per Share - Additional inf
Loss per Share - Additional information (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee stock option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Computation of diluted loss per share | 5.3 | 5.5 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Derivatives | |
Derivative notional amount | $ 14.2 |
Derivatives - Fair value of der
Derivatives - Fair value of derivative instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses | Foreign currency forward contracts | Designated as hedging instrument | ||
Derivatives, Fair Value | ||
Derivatives designated as hedging instruments | $ 365 | $ 353 |
Derivatives - Contracts designa
Derivatives - Contracts designated as cash flow hedges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Derivatives | |||
Loss recognized in OCI | [1] | $ (1,118) | $ (458) |
Loss reclassified from accumulated OCI into income | [2] | $ (1,106) | $ (105) |
[1] Net change in fair value of the effective portion classified into other comprehensive income (“OCI”). Effective portion classified within direct operating costs. |
Redemption of non-controlling_2
Redemption of non-controlling interest (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Redemption of non-controlling interest | ||
Non-controlling interests | $ (727) | $ (3,522) |
Innodata Synodex, LLC | Additional Paid-in Capital | ||
Redemption of non-controlling interest | ||
Non-controlling interests | $ 2,900 |
Short Term Investments - othe_2
Short Term Investments - other (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Short Term Investments - other | |
Treasury bills | $ 494 |
Certificate of deposits | 13 |
Total Consolidated | $ 507 |
Stock Options and - Subsequent
Stock Options and - Subsequent Event (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Employee Stock Option [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 7.4 |