Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,709,546 | |
Entity Central Index Key | 0000903651 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 14,812 | $ 9,792 |
Short term investments - other | 13 | 507 |
Accounts receivable, net of allowance for doubtful accounts | 10,676 | 9,528 |
Prepaid expenses and other current assets | 3,826 | 3,858 |
Total current assets | 29,327 | 23,685 |
Property and equipment, net | 2,373 | 2,511 |
Right-of-use-asset, net | 5,177 | 4,309 |
Other assets | 2,515 | 1,498 |
Deferred income taxes, net | 1,552 | 1,475 |
Intangibles, net | 13,449 | 12,526 |
Goodwill | 2,032 | 2,038 |
Total assets | 56,425 | 48,042 |
Current liabilities: | ||
Accounts payable | 2,424 | 2,630 |
Accrued expenses and other | 8,123 | 7,250 |
Accrued salaries, wages and related benefits | 7,154 | 6,136 |
Income and other taxes | 3,427 | 3,230 |
Long-term obligations - current portion | 1,041 | 877 |
Operating lease liability - current portion | 752 | 693 |
Total current liabilities | 22,921 | 20,816 |
Deferred income taxes, net | 19 | 65 |
Long-term obligations, net of current portion | 6,464 | 5,079 |
Operating lease liability, net of current portion | 4,873 | 4,036 |
Total liabilities | 34,277 | 29,996 |
Commitments and contingencies | ||
Non-controlling interests | (712) | (727) |
STOCKHOLDERS' EQUITY: | ||
Serial preferred stock; 4,998,000 shares authorized, none outstanding | ||
Common stock, $.01 par value; 75,000,000 shares authorized; 31,894,000 shares issued and 28,710,000 outstanding at September 30, 2023 and 30,589,000 shares issued and 27,405,000 outstanding at December 31, 2022 | 319 | 306 |
Additional paid-in capital | 41,958 | 35,815 |
Deficit | (11,335) | (8,775) |
Accumulated other comprehensive loss | (1,617) | (2,108) |
Stockholders' Equity before Treasury Stock, Total | 29,325 | 25,238 |
Less: treasury stock, 3,184,000 shares at September 30, 2023 and December 31, 2022 at cost | (6,465) | (6,465) |
Total stockholders' equity | 22,860 | 18,773 |
Total liabilities, non-controlling interests and stockholders' equity | $ 56,425 | $ 48,042 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
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 | 31,894,000 | 30,589,000 |
Common stock, shares outstanding | 28,710,000 | 27,405,000 |
Treasury stock, shares | 3,184,000 | 3,184,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||
Revenues | $ 22,169 | $ 18,447 | $ 60,663 | $ 59,626 |
Operating costs and expenses: | ||||
Direct operating costs | 13,945 | 12,389 | 39,534 | 38,795 |
Selling and administrative expenses | 7,401 | 9,117 | 22,772 | 29,584 |
Interest expense (income), net | 66 | (1) | 122 | 1 |
Total | 21,412 | 21,505 | 62,428 | 68,380 |
Income (loss) before provision for income taxes | 757 | (3,058) | (1,765) | (8,754) |
Provision for income taxes | 374 | 268 | 780 | 1,293 |
Consolidated net income (loss) | 383 | (3,326) | (2,545) | (10,047) |
Income (loss) attributable to non-controlling interests | 12 | 1 | 15 | (72) |
Net income (loss) attributable to Innodata Inc. and Subsidiaries | $ 371 | $ (3,327) | $ (2,560) | $ (9,975) |
Income (loss) per share attributable to Innodata Inc. and Subsidiaries: | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.12) | $ (0.09) | $ (0.37) |
Diluted (in dollars per share) | $ 0.01 | $ (0.12) | $ (0.09) | $ (0.37) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 28,459 | 27,331 | 27,930 | 27,239 |
Diluted (in shares) | 32,463 | 27,331 | 27,930 | 27,239 |
Other Comprehensive income (loss): | ||||
Consolidated net income (loss) | $ 383 | $ (3,326) | $ (2,545) | $ (10,047) |
Pension liability adjustments, net of taxes | (4) | 35 | (13) | 113 |
Foreign currency translation adjustment | 24 | (644) | 151 | (1,270) |
Change in fair value of derivatives, net of taxes | (178) | (206) | 353 | (742) |
Other comprehensive loss | (158) | (815) | 491 | (1,899) |
Total Comprehensive income (loss) | 225 | (4,141) | (2,054) | (11,946) |
Less: Comprehensive income (loss) attributable to non-controlling interests | 12 | 1 | 15 | (72) |
Comprehensive income (loss) attributable to Innodata Inc. and Subsidiaries | $ 213 | $ (4,142) | $ (2,069) | $ (11,874) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (2,545) | $ (10,047) |
Adjustments to reconcile consolidated net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,479 | 2,836 |
Stock-based compensation | 2,998 | 2,370 |
Deferred income taxes | (120) | 242 |
Pension cost | 791 | 577 |
Loss on lease termination | 0 | 125 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,198) | 1,690 |
Prepaid expenses and other current assets | 449 | (235) |
Other assets | (243) | 734 |
Accounts payable, accrued expenses and other | 970 | (253) |
Accrued salaries, wages and related benefits | 1,019 | 498 |
Income and other taxes | 189 | (197) |
Net cash provided by (used in) operating activities | 5,789 | (1,660) |
Cash flows from investing activities: | ||
Capital expenditures | (4,320) | (5,253) |
Proceeds from short term investments - other | 494 | 0 |
Net cash used in investing activities | (3,826) | (5,253) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 3,158 | 276 |
Payment of long-term obligations | (329) | (510) |
Net cash provided by (used in) financing activities | 2,829 | (234) |
Effect of exchange rate changes on cash and cash equivalents | 228 | (1,026) |
Net increase (decrease) in cash and cash equivalents | 5,020 | (8,173) |
Cash and cash equivalents, beginning of period | 9,792 | 18,902 |
Cash and cash equivalents, end of period | 14,812 | 10,729 |
Supplemental disclosures of cash flow information: | ||
Vendor financed software licenses acquired | 1,162 | 0 |
Cash paid for income taxes | 501 | 979 |
Cash paid for operating leases | 1,186 | 1,425 |
Cash paid for interest | $ 295 | $ 1 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - 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, 2021 | $ 303 | $ 35,121 | $ 3,160 | $ (2,192) | $ (6,465) | $ 29,927 |
Balance at the beginning (in shares) at Dec. 31, 2021 | (3,184,000) | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 30,347,000 | |||||
Net loss (income) attributable to Innodata Inc. and subsidiaries | (2,815) | (2,815) | ||||
Stock-based compensation | 537 | 537 | ||||
Stock option exercises | $ 1 | 26 | 27 | |||
Stock option exercises (in shares) | 23,000 | |||||
Shares withheld for exercise net settlement | (53) | (53) | ||||
Shares withheld for exercise net settlement (in shares) | (7,000) | |||||
Redemption of non-controlling interest | (2,864) | (2,864) | ||||
Pension liability adjustments, net of taxes | 40 | 40 | ||||
Foreign currency translation adjustment | (26) | (26) | ||||
Change in fair value of derivatives, net of taxes | 5 | 5 | ||||
Balance at the end at Mar. 31, 2022 | $ 304 | 32,767 | 345 | (2,173) | $ (6,465) | 24,778 |
Balance at the end (in shares) at Mar. 31, 2022 | (3,184,000) | |||||
Balance at the end (in shares) at Mar. 31, 2022 | 30,363,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 303 | 35,121 | 3,160 | (2,192) | $ (6,465) | 29,927 |
Balance at the beginning (in shares) at Dec. 31, 2021 | (3,184,000) | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 30,347,000 | |||||
Pension liability adjustments, net of taxes | 113 | |||||
Foreign currency translation adjustment | (1,270) | |||||
Change in fair value of derivatives, net of taxes | (742) | |||||
Balance at the end at Sep. 30, 2022 | $ 306 | 34,846 | (6,815) | (4,091) | $ (6,465) | 17,781 |
Balance at the end (in shares) at Sep. 30, 2022 | (3,184,000) | |||||
Balance at the end (in shares) at Sep. 30, 2022 | 30,556,000 | |||||
Balance at the beginning at Mar. 31, 2022 | $ 304 | 32,767 | 345 | (2,173) | $ (6,465) | 24,778 |
Balance at the beginning (in shares) at Mar. 31, 2022 | (3,184,000) | |||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 30,363,000 | |||||
Net loss (income) attributable to Innodata Inc. and subsidiaries | (3,833) | (3,833) | ||||
Stock-based compensation | 1,028 | 1,028 | ||||
Stock option exercises | $ 1 | 152 | 153 | |||
Stock option exercises (in shares) | 124,000 | |||||
Redemption of non-controlling interest | (1) | (1) | ||||
Pension liability adjustments, net of taxes | 38 | 38 | ||||
Foreign currency translation adjustment | (600) | (600) | ||||
Change in fair value of derivatives, net of taxes | (541) | (541) | ||||
Balance at the end at Jun. 30, 2022 | $ 305 | 33,946 | (3,488) | (3,276) | $ (6,465) | 21,022 |
Balance at the end (in shares) at Jun. 30, 2022 | (3,184,000) | |||||
Balance at the end (in shares) at Jun. 30, 2022 | 30,487,000 | |||||
Net loss (income) attributable to Innodata Inc. and subsidiaries | (3,327) | (3,327) | ||||
Stock-based compensation | 805 | 805 | ||||
Stock option exercises | $ 1 | 95 | 96 | |||
Stock option exercises (in shares) | 69,000 | |||||
Pension liability adjustments, net of taxes | 35 | 35 | ||||
Foreign currency translation adjustment | (644) | (644) | ||||
Change in fair value of derivatives, net of taxes | (206) | (206) | ||||
Balance at the end at Sep. 30, 2022 | $ 306 | 34,846 | (6,815) | (4,091) | $ (6,465) | 17,781 |
Balance at the end (in shares) at Sep. 30, 2022 | (3,184,000) | |||||
Balance at the end (in shares) at Sep. 30, 2022 | 30,556,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 306 | 35,815 | (8,775) | (2,108) | $ (6,465) | $ 18,773 |
Balance at the beginning (in shares) at Dec. 31, 2022 | (3,184,000) | 3,184,000 | ||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 30,589,000 | |||||
Net loss (income) attributable to Innodata Inc. and subsidiaries | (2,116) | $ (2,116) | ||||
Stock-based compensation | 962 | 962 | ||||
Stock option exercises | $ 1 | 320 | 321 | |||
Stock option exercises (in shares) | 148,000 | |||||
Shares withheld for exercise net settlement (in shares) | (3,000) | |||||
Pension liability adjustments, net of taxes | (5) | (5) | ||||
Foreign currency translation adjustment | 60 | 60 | ||||
Change in fair value of derivatives, net of taxes | 423 | 423 | ||||
Balance at the end at Mar. 31, 2023 | $ 307 | 37,097 | (10,891) | (1,630) | $ (6,465) | 18,418 |
Balance at the end (in shares) at Mar. 31, 2023 | (3,184,000) | |||||
Balance at the end (in shares) at Mar. 31, 2023 | 30,734,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 306 | 35,815 | (8,775) | (2,108) | $ (6,465) | $ 18,773 |
Balance at the beginning (in shares) at Dec. 31, 2022 | (3,184,000) | 3,184,000 | ||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 30,589,000 | |||||
Pension liability adjustments, net of taxes | $ (13) | |||||
Foreign currency translation adjustment | 151 | |||||
Change in fair value of derivatives, net of taxes | 353 | |||||
Balance at the end at Sep. 30, 2023 | $ 319 | 41,958 | (11,335) | (1,617) | $ (6,465) | $ 22,860 |
Balance at the end (in shares) at Sep. 30, 2023 | (3,184,000) | 3,184,000 | ||||
Balance at the end (in shares) at Sep. 30, 2023 | 31,894,000 | |||||
Balance at the beginning at Mar. 31, 2023 | $ 307 | 37,097 | (10,891) | (1,630) | $ (6,465) | $ 18,418 |
Balance at the beginning (in shares) at Mar. 31, 2023 | (3,184,000) | |||||
Balance at the beginning (in shares) at Mar. 31, 2023 | 30,734,000 | |||||
Net loss (income) attributable to Innodata Inc. and subsidiaries | (815) | (815) | ||||
Stock-based compensation | 1,019 | 1,019 | ||||
Stock option exercises | $ 8 | 1,850 | 1,858 | |||
Stock option exercises (in shares) | 749,000 | |||||
Pension liability adjustments, net of taxes | (4) | (4) | ||||
Foreign currency translation adjustment | 67 | 67 | ||||
Change in fair value of derivatives, net of taxes | 108 | 108 | ||||
Balance at the end at Jun. 30, 2023 | $ 315 | 39,966 | (11,706) | (1,459) | $ (6,465) | 20,651 |
Balance at the end (in shares) at Jun. 30, 2023 | (3,184,000) | |||||
Balance at the end (in shares) at Jun. 30, 2023 | 31,483,000 | |||||
Net loss (income) attributable to Innodata Inc. and subsidiaries | 371 | 371 | ||||
Stock-based compensation | 1,017 | 1,017 | ||||
Stock option exercises | $ 4 | 975 | 979 | |||
Stock option exercises (in shares) | 411,000 | |||||
Pension liability adjustments, net of taxes | (4) | (4) | ||||
Foreign currency translation adjustment | 24 | 24 | ||||
Change in fair value of derivatives, net of taxes | (178) | (178) | ||||
Balance at the end at Sep. 30, 2023 | $ 319 | $ 41,958 | $ (11,335) | $ (1,617) | $ (6,465) | $ 22,860 |
Balance at the end (in shares) at Sep. 30, 2023 | (3,184,000) | 3,184,000 | ||||
Balance at the end (in shares) at Sep. 30, 2023 | 31,894,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Estimates | |
Summary of Significant Accounting Policies and Estimates | 1. Summary of Significant Accounting Policies and Estimates Basis of Presentation Certain information and note disclosures normally included in or with financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Unless otherwise noted, the accounting policies used in preparing these condensed consolidated financial statements are the same as those described in the notes to the consolidated financial statements for the year ended December 31, 2022. 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. Included in prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets are contract acquisition costs amounting to $0.7 million and $0.8 million as of September 30, 2023 and December 31, 2022, respectively. These acquisition costs relate to our Agility segment and are amortized over the term of the subscription agreement which normally has a duration of 12 months or less. 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 their 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 condensed consolidated financial statements. Income, expenses, and cash flows are translated at weighted-average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying condensed consolidated statements of operations and comprehensive income (loss). Derivative Instruments - Capitalized Developed Software - The Company incurs development costs related to software it develops for its internal use. Qualifying costs incurred during the application development stage are capitalized. These costs primarily consist of internal labor and third-party development costs and are amortized using the straight-line method over the estimated useful life of the capitalized developed software, which generally ranges from three to ten years . All other research and maintenance costs are expensed as incurred. Income Taxes In assessing the realization of deferred tax assets, management considered whether it is more likely than not that all or some portion of the United States, Canadian and European (principally Germany and the United Kingdom) deferred tax assets will not be realizable. As the expectation of future taxable income 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. Changes in the valuation allowance from period to period are included in the Company’s tax provision in the period of change. The Company indefinitely reinvests the foreign earnings in its foreign subsidiaries. If such earnings are 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. 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 condensed consolidated statements of operations and comprehensive income (loss). Deferred Revenue Amount Balance - December 31, 2022 $ 4,366 Net deferred revenue in the period 11,558 Revenue recognized (10,831) Currency translations and other adjustments (25) Balance - September 30, 2023 $ 5,068 New Accounting Pronouncements - |
Short Term Investments - other
Short Term Investments - other | 9 Months Ended |
Sep. 30, 2023 | |
Short Term Investments - other | |
Short Term Investments - other | 2. The Short-term investments include investments made by the Company in treasury bills and certificates of deposit which are considered as highly liquid investments having a maturity period of less than one year. September 30, December 31, 2023 2022 Treasury bills $ - $ 494 Certificates of deposit 13 13 Total $ 13 $ 507 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable | |
Accounts Receivable | 3. Accounts receivable consists of the following: September 30, December 31, 2023 2022 Gross Accounts receivable $ 11,897 $ 10,741 Allowance for doubtful accounts (1,221) (1,213) Accounts receivable, net $ 10,676 $ 9,528 As of January 1, 2023, the Company has adopted ASU 2019-04 (Codification Improvements to Topic 326, Financial Instruments—Credit Losses), and based on its assessment there was no impact on the financial statements or other related disclosures. The basis of allowance for doubtful accounts remains similar to the earlier adopted estimation procedure which is further elaborated in the paragraph below. We maintain an allowance for credit losses for estimated losses resulting from the failure of our customers to make the required payments and provisions for billing adjustments relating to quality issues on delivered services. The allowance for credit losses is based on a review of specifically identified accounts and an overall aging analysis applied to accounts pooled based on similar risk characteristics. Judgments are made with respect to the collectability of accounts receivable within each pool based on historical experience, current payment practices, and current economic trends based on our expectations over the expected life of the receivables, generally ninety days or less. Actual credit losses could differ from those estimates. Activity in the allowance for the credit losses for the three and nine months ended September 30, 2023 was as follows (in thousands): For the Three Months Ended September 30, 2023 Balance at July 1, 2023 $ 1,220 Additions charged to expense 34 Write-offs against allowance (28) Foreign currency translation adjustment (5) Balance at September 30, 2023 $ 1,221 For the Nine Months Ended September 30, 2023 Balance at January 1, 2023 $ 1,213 Additions charged to expense 366 Write-offs against allowance (359) Foreign currency translation adjustment 1 Balance at September 30, 2023 $ 1,221 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 4. Goodwill As of September 30, 2023, the Company performed its annual goodwill impairment analysis on one of its reporting units, the Agility segment. It involved a quantitative goodwill impairment test and estimated the fair value based on a combination of the income approach (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 revenues, 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. The change in the carrying amount of goodwill for the nine months ended September 30, 2023 was as follows (in thousands): Balance - January 1, 2023 $ 2,038 Foreign currency translation adjustment (6) Balance - September 30, 2023 $ 2,032 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 approach 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 million as of September 30, 2023 and December 31, 2022, respectively. Intangibles Information regarding the Company acquired intangible assets and capitalized developed software was as follows (in thousands): September 30, 2023 Foreign Gross Currency Net Carrying Accumulated Translation Carrying Value Amortization Adjustment Value Acquired Intangible Assets Developed technology $ 2,999 $ (2,565) $ (1) $ 433 Customer relationships 2,096 (1,602) (3) 491 Trademarks and tradenames 852 (760) - 92 Patents 43 (39) - 4 Media Contact Database 3,492 (2,534) 2 960 Total Acquired Intangible Assets $ 9,482 $ (7,500) $ (2) $ 1,980 Capitalized Developed Software Capitalized Developed Software $ 14,471 $ (6,138) $ (35) $ 8,298 Capitalized Developed Software - in Progress 3,183 - (12) 3,171 Total Capitalized Developed Software $ 17,654 $ (6,138) $ (47) $ 11,469 Total $ 27,136 $ (13,638) $ (49) $ 13,449 December 31, 2022 Foreign Gross Currency Net Carrying Accumulated Translation Carrying Value Amortization Adjustment Value Acquired Intangible Assets Developed technology $ 3,169 $ (2,468) $ (43) $ 658 Customer relationships 2,228 (1,560) (42) 626 Trademarks and tradenames 880 (740) (8) 132 Patents 45 (38) 1 8 Media Contact Database 3,648 (2,358) (68) 1,222 Total Acquired Intangible Assets $ 9,970 $ (7,164) $ (160) $ 2,646 Capitalized Developed Software Capitalized Developed Software $ 11,845 $ (4,398) $ (348) $ 7,099 Capitalized Developed Software - in Progress 2,787 - (6) 2,781 Total Capitalized Developed Software $ 14,632 $ (4,398) $ (354) $ 9,880 Total $ 24,602 $ (11,562) $ (514) $ 12,526 Amortization expense relating to acquired intangible assets was $0.2 million for each of the three-month periods ended September 30, 2023 and 2022. Amortization expense relating to acquired intangible assets was $0.7 million for each of the nine-month periods ended September 30, 2023 and 2022, respectively. Amortization expense relating to capitalized developed software was $0.7 million and $0.5 million for the three-month periods ended September 30, 2023 and 2022, respectively. Amortization expense relating to capitalized developed software was $1.9 million and $1.3 million for the nine-month periods ended September 30, 2023 and 2022, respectively. As of September 30, 2023, estimated future amortization expense for intangible assets was as follows (in thousands): Year Amortization 2023 $ 2,319 2024 4,374 2025 3,564 2026 1,277 2027 728 Thereafter 1,187 $ 13,449 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Income Taxes | 5. Taxes primarily consist of a provision for foreign taxes recorded by the Company’s foreign subsidiaries in accordance with local tax regulations. Effective income tax rates are disproportionate due to the losses incurred by the Company’s United States, Canadian, German and the United Kingdom subsidiaries and a valuation allowance recorded on deferred taxes of these entities and tax effects of foreign operations, including foreign exchange gains and losses. The reconciliations of the U.S. statutory rate with the Company’s effective tax rate for the nine months ended September 30, 2023 and 2022, respectively, are summarized in the table below: For the Nine Months Ended September 30, 2023 2022 Federal income tax expense at statutory rate (21.0) % (21.0) % Effect of: Change in valuation allowance 77.3 43.0 Tax effects of foreign operations 35.7 1.1 Section 162 (m) 32.2 - Increase in unrecognized tax benefits (ASC 740) 6.9 1.0 Withholding tax 6.0 - State income tax net of federal benefit 1.1 0.2 Foreign operations permanent difference - foreign exchange gains and losses (2.4) (1.5) Return to provision true up (4.6) 0.2 Foreign rate differential (4.7) (5.8) Deemed interest (8.4) - Effect of stock based compensation (74.3) (0.4) Other 0.4 (2.0) Effective tax rate 44.2 % 14.8 % The following table presents a roll-forward of the Company’s unrecognized tax benefits and associated interest for the nine months ended September 30, 2023 (in thousands): Unrecognized tax benefits Balance - January 1, 2023 $ 1,680 Increase for current period tax positions 117 Decrease for prior period tax positions (68) Interest accrual 72 Foreign currency remeasurement (17) Balance - September 30, 2023 $ 1,784 The Company expects that unrecognized tax benefits as of September 30, 2023, if recognized, would have a material impact on the Company’s effective tax rate. 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 $56.0 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. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases | |
Operating Leases | 6. The Company has various lease agreements for its offices and service delivery centers. These lease agreements are for terms ranging from two to eleven years and, in most cases, provide for annual escalations ranging from 1.75% to 15% . 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. Lease agreements with a term of less than one year are treated as short-term leases and are accounted for separately as shown in the table below. Most of the lease agreements are renewable at the mutual consent of the parties to the contract. The table below summarizes the amounts recognized in the condensed consolidated financial statements related to operating leases for the periods presented (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Rent expense for long-term operating leases $ 311 $ 314 $ 932 $ 1,027 Rent expense for short-term leases 77 136 254 398 Total rent expense $ 388 $ 450 $ 1,186 $ 1,425 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 condensed consolidated balance sheet as of September 30, 2023 (in thousands): Year Amount 2023 $ 316 2024 1,277 2025 1,300 2026 1,332 2027 1,331 2028 and thereafter 1,839 Total lease payments 7,395 Less: Interest (1,770) Net present value of lease liabilities $ 5,625 Current portion $ 752 Long-term portion 4,873 Total $ 5,625 The weighted average remaining lease terms and discount rates for all of the Company’s operating leases as of September 30, 2023 were as follows: Weighted-average lease term remaining (in months) 66 Weighted-average discount rate 9.39 % |
Long-term obligations
Long-term obligations | 9 Months Ended |
Sep. 30, 2023 | |
Long-term obligations | |
Long-term obligations | 7. Total long-term obligations as of September 30, 2023 and December 31, 2022 consisted of the following (in thousands): September 30, December 31, 2023 2022 Pension obligations - accrued pension liability $ 6,508 $ 5,906 Settlement agreement - 50 Microsoft licenses (1) 997 - 7,505 5,956 Less: Current portion of long-term obligations 1,041 877 Totals $ 6,464 $ 5,079 (1) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Litigation – In 2008, a judgment was rendered in the Philippines against a Philippine subsidiary of the Company that is no longer active and purportedly also against Innodata Inc., in favor of certain former employees of the Philippine subsidiary. The potential payment amount aggregates to approximately $5.8 million, plus legal interest that accrued at 12% per annum from August 13, 2008 to June 30, 2013, and thereafter accrued and continues to accrue at 6% per annum . The potential payment amount as expressed in U.S. dollars varies with the Philippine peso to U.S. dollar exchange rate. In December 2017, a group of 97 of the former employees of the Philippine subsidiary indicated that they proposed to record the judgment as to themselves in New Jersey. In January 2018, in response to an action initiated by Innodata Inc., the United States District Court for the District of New Jersey (“USDC”) entered a preliminary injunction that enjoins these former employees from pursuing or seeking recognition or enforcement of the judgment against Innodata Inc. in the United States during the pendency of the action and until further order of the USDC. In June 2018, the USDC entered a consent order administratively closing the action subject to return of the action to the active docket upon the written request of Innodata Inc. or the former employees, with the USDC retaining jurisdiction over the matter and the preliminary injunction remaining in full force and effect. The Company is also subject to various other legal proceedings and claims 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. |
Stock Options and Restricted St
Stock Options and Restricted Stock Units | 9 Months Ended |
Sep. 30, 2023 | |
Stock Options and Restricted Stock Units | |
Stock Options and Restricted Stock Units | 9. The stock-based compensation expense related to the Company’s Equity Plans (as defined below) was allocated as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Direct operating costs $ 85 $ 46 $ 210 $ 154 Selling and administrative expenses 932 759 2,788 2,216 Total stock-based compensation $ 1,017 $ 805 $ 2,998 $ 2,370 Stock Options 2013 Plan 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 the nine-month periods ended September 30, 2023 and 2022 are presented below: Weighted-Average Number of Weighted - Average Remaining Contractual Aggregate Options Exercise Price Term (years) Intrinsic Value Outstanding at January 1, 2023 6,690,490 $ 3.09 Granted* 25,000 3.31 Exercised (1,282,729) 2.35 Forfeited/Expired (88,866) 6.27 Outstanding at September 30, 2023 5,343,895 $ 3.22 6.64 $ 28,380,482 Exercisable at September 30, 2023 3,375,931 $ 2.15 5.57 $ 21,534,891 Vested and Expected to Vest at September 30, 2023 5,343,895 $ 3.22 6.64 $ 28,380,482 * Includes 25,000 stock options granted to a non-employee member of the Company’s advisory board. Weighted-Average Number of Weighted - Average Remaining Contractual Aggregate Options Exercise Price Term (years) Intrinsic Value Outstanding at January 1, 2022 5,536,896 $ 2.66 Granted* 1,479,558 5.21 Exercised (210,429) 1.28 Forfeited/Expired (261,101) 6.50 Outstanding at September 30, 2022 6,544,924 $ 3.13 7.33 $ 6,265,207 Exercisable at September 30, 2022 4,264,408 $ 2.08 6.40 $ 5,792,971 Vested and Expected to Vest at September 30, 2022 6,544,924 $ 3.13 7.33 $ 6,265,207 *Includes 110,000 stock options granted to a non-employee director of the Company. 2021 Plan 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 each of the nine-month periods ended September 30, 2023 and 2022 are presented below. Weighted-Average Number of Weighted - Average Remaining Contractual Aggregate Options Exercise Price Term (years) Intrinsic Value Outstanding at January 1, 2023 1,027,500 $ 3.46 Granted 3,000 13.05 Exercised (25,000) 6.40 Forfeited/Expired (42,000) 3.41 Outstanding at September 30, 2023 963,500 $ 3.41 9.02 $ 4,944,660 Exercisable at September 30, 2023 157,000 $ 3.24 8.95 $ 830,740 Vested and Expected to Vest at September 30, 2023 963,500 $ 3.41 9.02 $ 4,944,660 Weighted-Average Number of Weighted - Average Remaining Contractual Aggregate Options Exercise Price Term (years) Intrinsic Value Outstanding at January 1, 2022 - $ - Granted* 182,000 3.67 Exercised - - Forfeited/Expired - - Outstanding at September 30, 2022 182,000 $ 3.67 9.91 $ - Exercisable at September 30, 2022 6,250 $ 6.40 - $ - Vested and Expected to Vest at September 30, 2022 182,000 $ 3.67 9.91 $ - *Includes 132,000 stock options granted to non-employee directors of the Company and 50,000 stock options granted to non-employee members of the Company’s advisory board. During the nine months ended September 30, 2023, a total of 1,307,729 options were exercised at an average exercise price of $2.40. 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 Nine Months Ended September 30, 2023 2022 Weighted average fair value of options granted $ 2.56 $ 3.00 Risk-free interest rate 4.34 % 1.94%-3.54 % Expected term (years) 6.0 3.0 - 6.42 Expected volatility factor 75.35 % 62% -79 % Expected dividends - - The compensation cost related to non-vested stock options not yet recognized as of September 30, 2023 totaled approximately $4.4 million. The weighted-average period over which these costs will be recognized is 18 months . Restricted Stock Awards There were no outstanding awards of restricted stock under the 2013 Plan or the 2021 Plan (collectively, the “Equity Plans”) during each of the nine-month periods ended September 30, 2023 and 2022. Restricted Stock Units Restricted stock unit activity under the Equity Plans during each of the nine-month periods ended September 30, 2023 and 2022 are presented below: Number of Weighted-Average Restricted Stock Grant Date Units Fair Value Unvested at January 1, 2023 700,000 $ 5.59 Granted 28,804 8.29 Vested - - Forfeited/Expired - - Unvested at September 30, 2023 728,804 $ 5.70 For the nine months ended September 30, 2023, a total of 28,804 restricted stock units (“RSUs”) were granted under the 2013 Plan. Vesting of the RSUs is contingent on continuous employment by the employee for a 12-month period from the date of grant. 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. The stock-based compensation expense is recognized on a straight-line basis over a period of 12 months. The fair value of restricted stock units is based on the closing price of the stock at the time of the grant. Number of Weighted-Average Restricted Stock Grant Date Units Fair Value Unvested at January 1, 2022 - $ - Granted 700,000 5.59 Vested - - Forfeited/Expired - - Unvested at September 30, 2022 700,000 $ 5.59 For the nine months ended September 30, 2022, 200,000 performance-based RSUs were granted under the 2013 Plan and 500,000 performance-based RSUs were granted under the 2021 plan. The 700,000 performance-based RSUs remain outstanding and unvested at September 30, 2023. Vesting of the performance based RSUs is contingent on the achievement of certain financial performance goals and continuation of employment for a defined period. Each RSU vests pursuant to the vesting schedule found in the respective RSU agreement. The fair value of restricted stock units is estimated on the date of grant using the Binomial option pricing model. The compensation cost related to non-vested restricted stock units not yet recognized as of September 30, 2023 totaled approximately $2.9 million. The weighted-average period over which these costs will be recognized is 17 months . |
Comprehensive income (loss)
Comprehensive income (loss) | 9 Months Ended |
Sep. 30, 2023 | |
Comprehensive loss | |
Comprehensive loss | 10. Comprehensive income (loss) Accumulated other comprehensive income (loss), as reflected in the condensed consolidated balance sheets, consists of pension liability adjustments, net of taxes, foreign currency translation adjustment and changes in fair value of derivatives, net of taxes. The components of accumulated other comprehensive income (loss) as of September 30, 2023 and 2022, and reclassifications from accumulated other comprehensive income (loss) for the three and nine months then ended, are presented below (in thousands): Foreign Currency Pension Liability Fair Value of Translation Accumulated Other Adjustment Derivatives Adjustment Comprehensive Loss Balance at July 1, 2023 $ (95) $ 166 $ (1,530) $ (1,459) Other comprehensive income (loss) before reclassifications, net of taxes - (137) 24 (113) Total other comprehensive income (loss) before reclassifications, net of taxes (95) 29 (1,506) (1,572) Net amount reclassified to earnings (4) (41) - (45) Balance at September 30, 2023 $ (99) $ (12) $ (1,506) $ (1,617) Foreign Currency Pension Liability Fair Value of Translation Accumulated Other Adjustment Derivatives Adjustment Comprehensive Loss Balance at January 1, 2023 $ (86) $ (365) $ (1,657) $ (2,108) Other comprehensive income (loss) before reclassifications, net of taxes - (74) 151 77 Total other comprehensive loss before reclassifications, net of taxes (86) (439) (1,506) (2,031) Net amount reclassified to earnings (13) 427 - 414 Balance at September 30, 2023 $ (99) $ (12) $ (1,506) $ (1,617) Foreign Currency Pension Liability Fair Value of Translation Accumulated Other Adjustment Derivatives Adjustment Comprehensive Loss Balance at July 1, 2022 $ (780) $ (889) $ (1,607) $ (3,276) Other comprehensive loss before reclassifications, net of taxes - (884) (644) (1,528) Total other comprehensive loss before reclassifications, net of taxes (780) (1,773) (2,251) (4,804) Net amount reclassified to earnings 35 678 - 713 Balance at September 30, 2022 $ (745) $ (1,095) $ (2,251) $ (4,091) Foreign Currency Pension Liability Fair Value of Translation Accumulated Other Adjustment Derivatives Adjustment Comprehensive Loss Balance at January 1, 2022 $ (858) $ (353) $ (981) $ (2,192) Other comprehensive loss before reclassifications, net of taxes - (1,707) (1,270) (2,977) Total other comprehensive loss before reclassifications, net of taxes (858) (2,060) (2,251) (5,169) Net amount reclassified to earnings 113 965 - 1,078 Balance at September 30, 2022 $ (745) $ (1,095) $ (2,251) $ (4,091) Taxes related to each component of other comprehensive income (loss) were not material for each of the three and nine-month periods presented and therefore are not disclosed separately. All reclassifications from accumulated other comprehensive loss had an impact on direct operating costs in the condensed consolidated statements of operations and comprehensive income (loss). |
Segment reporting and concentra
Segment reporting and concentrations | 9 Months Ended |
Sep. 30, 2023 | |
Segment reporting and concentrations | |
Segment reporting and concentrations | 11. 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 revenue 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 Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: DDS $ 16,003 $ 12,852 $ 41,929 $ 42,944 Synodex 1,728 1,762 5,705 5,376 Agility 4,438 3,833 13,029 11,306 Total Consolidated $ 22,169 $ 18,447 $ 60,663 $ 59,626 Income (loss) before provision for income taxes (1) DDS $ 970 $ 135 $ 473 $ 1,516 Synodex (288) (977) (420) (2,796) Agility 75 (2,216) (1,818) (7,474) Total Consolidated $ 757 $ (3,058) $ (1,765) $ (8,754) Income (loss) before provision for income taxes (2) DDS $ 827 $ (59) $ 36 $ 987 Synodex (154) (778) (19) (2,318) Agility 84 (2,221) (1,782) (7,423) Total Consolidated $ 757 $ (3,058) $ (1,765) $ (8,754) September 30, 2023 December 31, 2022 Total assets: DDS $ 34,495 $ 25,758 Synodex 3,290 3,270 Agility 18,640 19,014 Total Consolidated $ 56,425 $ 48,042 September 30, 2023 December 31, 2022 Goodwill: Agility $ 2,032 $ 2,038 Total $ 2,032 $ 2,038 (1) Before elimination of any inter-segment profits (2) After elimination of any inter-segment profits The table below shows intersegment revenues which are eliminated in consolidation (in thousands). For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Revenues of DDS Segment from: Synodex $ 1,594 $ 2,119 $ 4,829 $ 6,167 Agility 296 425 1,121 1,274 Totals $ 1,890 $ 2,544 $ 5,950 $ 7,441 Revenues for the three and nine-month periods ended September 30, 2023, and 2022 by geographic region (determined based upon customer’s domicile), were as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 United States $ 13,273 $ 11,904 $ 35,469 $ 37,843 United Kingdom 2,589 2,677 8,042 8,312 Canada 2,538 579 6,343 3,234 The Netherlands 1,911 1,734 5,396 5,105 Others - principally Europe 1,858 1,553 5,413 5,132 Totals $ 22,169 $ 18,447 $ 60,663 $ 59,626 Long lived assets by geographic region Long-lived assets as of September 30, 2023 and December 31, 2022 by geographic region were comprised of (in thousands): September 30, December 31, 2023 2022 United States $ 8,760 $ 7,205 Foreign countries: Canada 7,283 7,675 Philippines 3,506 3,682 United Kingdom 1,043 1,198 India 2,026 1,195 Sri Lanka 398 426 Israel 15 3 Total foreign 14,271 14,179 Totals $ 23,031 $ 21,384 Long-lived assets include the unamortized balance of right-of-use assets amounting to $5.2 million and $4.3 million as of September 30, 2023 and December 31, 2022, respectively. One customer in the DDS segment generated approximately 11% of the Company’s total revenues for the three months ended September 30, 2023. No customer generated more than 10% of the Company’s total revenues for the three months ended September 30, 2022. No other customer accounted for 10% or more of total revenues during these periods. Further, for the three months ended September 30, 2023 and 2022, revenues from non-U.S. customers accounted for 40% and 35%, respectively, of the Company’s total revenues. Two customers in the DDS segment generated approximately 10.2% and 10%, respectively, of the Company’s total revenues for the nine months ended September 30, 2023. Another customer in the DDS segment generated approximately 13% of the Company’s total revenues for the nine months ended September 30, 2022. No other customer accounted for 10% or more of total revenues during these periods. Further, revenues from non-U.S. customers accounted for 42% and 37% of the Company’s total revenues for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, approximately 37% of the Company’s accounts receivable was due from foreign (principally European) customers and 30% of the Company’s accounts receivable was due from two customers. As of December 31, 2022, approximately 44% of the Company’s accounts receivable was due from foreign (principally European) customers and 45% of the Company’s accounts receivable was due from four customers. No other customer accounted for 10% or more of the accounts receivable as of September 30, 2023 and December 31, 2022. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Income (Loss) Per Share | |
Income (Loss) Per Share | 12. For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income (loss) attributable to Innodata Inc. and Subsidiaries $ 371 $ (3,327) $ (2,560) $ (9,975) Weighted average common shares outstanding 28,459 27,331 27,930 27,239 Dilutive effect of outstanding options 4,004 - - - Adjusted for dilutive computation 32,463 27,331 27,930 27,239 Basic income (loss) per share is computed using the weighted-average number of common shares outstanding during the year. Diluted income (loss) per share is computed by considering the impact of the potential issuance of common shares, using the treasury stock method, on the weighted-average number of shares outstanding. For those securities that are not convertible into a class of common stock, the “two-class” method of computing income (loss) per share is used. Options to purchase 6.3 million shares of common stock for the three months ended September 30, 2023, were outstanding and included in the computation of diluted income per share. Options to purchase 6.3 million shares of common stock for the nine months ended September 30, 2023, were outstanding but not included in the computation of loss per share because the effect would have been anti-dilutive. Options to purchase 4.2 million and 5.7 million shares of common stock for the three- and nine-month periods ended September 30, 2022, were outstanding but not included in the computation of loss per share because the effect would have been anti-dilutive. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2023 | |
Derivatives | |
Derivatives | 13. The Company conducts a large portion of its operations in international markets, which subjects 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 of 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) is 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 $8.1 million and $14.2 million as of September 30, 2023 and December 31, 2022, respectively. The following table presents the fair value of derivative instruments included within the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 (in thousands): Balance Sheet Location Fair Value September 30, December 31, 2023 2022 Derivatives designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other $ 12 $ 365 The effect of foreign currency forward contracts designated as cash flow hedges on the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net loss recognized in OCI (1) $ 137 $ 884 $ 74 $ 1,707 Net (gain) loss reclassified from accumulated OCI into income (2) $ (41) $ 678 $ 427 $ 965 Net gain recognized in income (3) $ - $ - $ - $ - (1) Net change in fair value of the effective portion classified into other comprehensive income (“OCI”) (2) Effective portion classified within direct operating costs. (3) There were no ineffective portions for the period presented. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2023 | |
Line of Credit | |
Line of Credit | 14. On April 4, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as lender, and Innodata Inc., Innodata Synodex, LLC, Innodata docGenix, LLC and Agility PR Solutions LLC as co-borrowers. On July 21, 2023, Innodata Services LLC signed a Joinder Agreement to join the Credit Agreement as a co-borrower. The Credit Agreement provides for a secured revolving line of credit (the “Revolving Credit Facility”) up to an amount equal to the lesser of the borrowing base and $10.0 million with a maturity date of April 4, 2026. The Revolving Credit Facility’s borrowing base is calculated in accordance with the terms of the Credit Agreement and on the basis of 85% of eligible accounts, 85% of eligible foreign accounts up to $2.0 million and certain other reserves and adjustments. As of September 30, 2023, such borrowing base calculation equaled approximately $4.7 million. The Credit Agreement contains a financial covenant that will require the Borrowers, on a consolidated basis, to maintain a fixed charge coverage ratio of not less than 1.10 to 1.00 by December 31, 2023. Except as set forth in the Credit Agreement, borrowings under the Revolving Credit Facility bear interest at a rate equal to the daily simple secured overnight financing rate (“SOFR”) plus 2.25%. The Company has not utilized the Revolving Credit Facility during the three months ended September 30, 2023 and through the date of filing of this Report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Estimates (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Estimates | |
Basis of Presentation | Basis of Presentation Certain information and note disclosures normally included in or with financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Unless otherwise noted, the accounting policies used in preparing these condensed consolidated financial statements are the same as those described in the notes to the consolidated financial statements for the year ended December 31, 2022. |
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. Included in prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets are contract acquisition costs amounting to $0.7 million and $0.8 million as of September 30, 2023 and December 31, 2022, respectively. These acquisition costs relate to our Agility segment and are amortized over the term of the subscription agreement which normally has a duration of 12 months or less. |
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 their 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 condensed consolidated financial statements. Income, expenses, and cash flows are translated at weighted-average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying condensed consolidated statements of operations and comprehensive income (loss). |
Derivative Instruments | Derivative Instruments - |
Capitalized Developed Software | Capitalized Developed Software - The Company incurs development costs related to software it develops for its internal use. Qualifying costs incurred during the application development stage are capitalized. These costs primarily consist of internal labor and third-party development costs and are amortized using the straight-line method over the estimated useful life of the capitalized developed software, which generally ranges from three to ten years . All other research and maintenance costs are expensed as incurred. |
Income Taxes | Income Taxes In assessing the realization of deferred tax assets, management considered whether it is more likely than not that all or some portion of the United States, Canadian and European (principally Germany and the United Kingdom) deferred tax assets will not be realizable. As the expectation of future taxable income 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. Changes in the valuation allowance from period to period are included in the Company’s tax provision in the period of change. The Company indefinitely reinvests the foreign earnings in its foreign subsidiaries. If such earnings are 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. 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 condensed consolidated statements of operations and comprehensive income (loss). |
Deferred Revenue | Deferred Revenue Amount Balance - December 31, 2022 $ 4,366 Net deferred revenue in the period 11,558 Revenue recognized (10,831) Currency translations and other adjustments (25) Balance - September 30, 2023 $ 5,068 |
New Accounting Pronouncements | New Accounting Pronouncements - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Estimates (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Estimates | |
Schedule of information about contract liabilities (deferred revenue) | Amount Balance - December 31, 2022 $ 4,366 Net deferred revenue in the period 11,558 Revenue recognized (10,831) Currency translations and other adjustments (25) Balance - September 30, 2023 $ 5,068 |
Short Term Investments - other
Short Term Investments - other (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Short Term Investments - other | |
Schedule of other short term investments | September 30, December 31, 2023 2022 Treasury bills $ - $ 494 Certificates of deposit 13 13 Total $ 13 $ 507 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable | |
Schedule of accounts receivable | September 30, December 31, 2023 2022 Gross Accounts receivable $ 11,897 $ 10,741 Allowance for doubtful accounts (1,221) (1,213) Accounts receivable, net $ 10,676 $ 9,528 |
Schedule of allowance for the credit losses | Activity in the allowance for the credit losses for the three and nine months ended September 30, 2023 was as follows (in thousands): For the Three Months Ended September 30, 2023 Balance at July 1, 2023 $ 1,220 Additions charged to expense 34 Write-offs against allowance (28) Foreign currency translation adjustment (5) Balance at September 30, 2023 $ 1,221 For the Nine Months Ended September 30, 2023 Balance at January 1, 2023 $ 1,213 Additions charged to expense 366 Write-offs against allowance (359) Foreign currency translation adjustment 1 Balance at September 30, 2023 $ 1,221 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets | |
Schedule of carrying amount of goodwill | The change in the carrying amount of goodwill for the nine months ended September 30, 2023 was as follows (in thousands): Balance - January 1, 2023 $ 2,038 Foreign currency translation adjustment (6) Balance - September 30, 2023 $ 2,032 |
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): September 30, 2023 Foreign Gross Currency Net Carrying Accumulated Translation Carrying Value Amortization Adjustment Value Acquired Intangible Assets Developed technology $ 2,999 $ (2,565) $ (1) $ 433 Customer relationships 2,096 (1,602) (3) 491 Trademarks and tradenames 852 (760) - 92 Patents 43 (39) - 4 Media Contact Database 3,492 (2,534) 2 960 Total Acquired Intangible Assets $ 9,482 $ (7,500) $ (2) $ 1,980 Capitalized Developed Software Capitalized Developed Software $ 14,471 $ (6,138) $ (35) $ 8,298 Capitalized Developed Software - in Progress 3,183 - (12) 3,171 Total Capitalized Developed Software $ 17,654 $ (6,138) $ (47) $ 11,469 Total $ 27,136 $ (13,638) $ (49) $ 13,449 December 31, 2022 Foreign Gross Currency Net Carrying Accumulated Translation Carrying Value Amortization Adjustment Value Acquired Intangible Assets Developed technology $ 3,169 $ (2,468) $ (43) $ 658 Customer relationships 2,228 (1,560) (42) 626 Trademarks and tradenames 880 (740) (8) 132 Patents 45 (38) 1 8 Media Contact Database 3,648 (2,358) (68) 1,222 Total Acquired Intangible Assets $ 9,970 $ (7,164) $ (160) $ 2,646 Capitalized Developed Software Capitalized Developed Software $ 11,845 $ (4,398) $ (348) $ 7,099 Capitalized Developed Software - in Progress 2,787 - (6) 2,781 Total Capitalized Developed Software $ 14,632 $ (4,398) $ (354) $ 9,880 Total $ 24,602 $ (11,562) $ (514) $ 12,526 |
Schedule of estimated amortization expense for intangible assets | As of September 30, 2023, estimated future amortization expense for intangible assets was as follows (in thousands): Year Amortization 2023 $ 2,319 2024 4,374 2025 3,564 2026 1,277 2027 728 Thereafter 1,187 $ 13,449 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Schedule of effective income tax rate reconciliation | For the Nine Months Ended September 30, 2023 2022 Federal income tax expense at statutory rate (21.0) % (21.0) % Effect of: Change in valuation allowance 77.3 43.0 Tax effects of foreign operations 35.7 1.1 Section 162 (m) 32.2 - Increase in unrecognized tax benefits (ASC 740) 6.9 1.0 Withholding tax 6.0 - State income tax net of federal benefit 1.1 0.2 Foreign operations permanent difference - foreign exchange gains and losses (2.4) (1.5) Return to provision true up (4.6) 0.2 Foreign rate differential (4.7) (5.8) Deemed interest (8.4) - Effect of stock based compensation (74.3) (0.4) Other 0.4 (2.0) Effective tax rate 44.2 % 14.8 % |
Schedule of unrecognized tax benefits | The following table presents a roll-forward of the Company’s unrecognized tax benefits and associated interest for the nine months ended September 30, 2023 (in thousands): Unrecognized tax benefits Balance - January 1, 2023 $ 1,680 Increase for current period tax positions 117 Decrease for prior period tax positions (68) Interest accrual 72 Foreign currency remeasurement (17) Balance - September 30, 2023 $ 1,784 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases | |
Schedule of operating lease expense recognized in financial statements | The table below summarizes the amounts recognized in the condensed consolidated financial statements related to operating leases for the periods presented (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Rent expense for long-term operating leases $ 311 $ 314 $ 932 $ 1,027 Rent expense for short-term leases 77 136 254 398 Total rent expense $ 388 $ 450 $ 1,186 $ 1,425 |
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 condensed consolidated balance sheet as of September 30, 2023 (in thousands): Year Amount 2023 $ 316 2024 1,277 2025 1,300 2026 1,332 2027 1,331 2028 and thereafter 1,839 Total lease payments 7,395 Less: Interest (1,770) Net present value of lease liabilities $ 5,625 Current portion $ 752 Long-term portion 4,873 Total $ 5,625 |
Schedule of weighted average remaining lease terms and discount rates | The weighted average remaining lease terms and discount rates for all of the Company’s operating leases as of September 30, 2023 were as follows: Weighted-average lease term remaining (in months) 66 Weighted-average discount rate 9.39 % |
Long-term obligations (Tables)
Long-term obligations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Long-term obligations | |
Schedule of total long-term obligations | Total long-term obligations as of September 30, 2023 and December 31, 2022 consisted of the following (in thousands): September 30, December 31, 2023 2022 Pension obligations - accrued pension liability $ 6,508 $ 5,906 Settlement agreement - 50 Microsoft licenses (1) 997 - 7,505 5,956 Less: Current portion of long-term obligations 1,041 877 Totals $ 6,464 $ 5,079 (1) |
Stock Options and Restricted _2
Stock Options and Restricted Stock Units (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock Options and Restricted Stock Units | |
Schedule of stock-based compensation expense | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Direct operating costs $ 85 $ 46 $ 210 $ 154 Selling and administrative expenses 932 759 2,788 2,216 Total stock-based compensation $ 1,017 $ 805 $ 2,998 $ 2,370 |
Schedule of weighted average assumptions | For the Nine Months Ended September 30, 2023 2022 Weighted average fair value of options granted $ 2.56 $ 3.00 Risk-free interest rate 4.34 % 1.94%-3.54 % Expected term (years) 6.0 3.0 - 6.42 Expected volatility factor 75.35 % 62% -79 % Expected dividends - - |
Equity Plans | |
Stock Options and Restricted Stock Units | |
Schedule of stock option activity | Weighted-Average Number of Weighted - Average Remaining Contractual Aggregate Options Exercise Price Term (years) Intrinsic Value Outstanding at January 1, 2023 6,690,490 $ 3.09 Granted* 25,000 3.31 Exercised (1,282,729) 2.35 Forfeited/Expired (88,866) 6.27 Outstanding at September 30, 2023 5,343,895 $ 3.22 6.64 $ 28,380,482 Exercisable at September 30, 2023 3,375,931 $ 2.15 5.57 $ 21,534,891 Vested and Expected to Vest at September 30, 2023 5,343,895 $ 3.22 6.64 $ 28,380,482 * Includes 25,000 stock options granted to a non-employee member of the Company’s advisory board. Weighted-Average Number of Weighted - Average Remaining Contractual Aggregate Options Exercise Price Term (years) Intrinsic Value Outstanding at January 1, 2022 5,536,896 $ 2.66 Granted* 1,479,558 5.21 Exercised (210,429) 1.28 Forfeited/Expired (261,101) 6.50 Outstanding at September 30, 2022 6,544,924 $ 3.13 7.33 $ 6,265,207 Exercisable at September 30, 2022 4,264,408 $ 2.08 6.40 $ 5,792,971 Vested and Expected to Vest at September 30, 2022 6,544,924 $ 3.13 7.33 $ 6,265,207 *Includes 110,000 stock options granted to a non-employee director of the Company. Weighted-Average Number of Weighted - Average Remaining Contractual Aggregate Options Exercise Price Term (years) Intrinsic Value Outstanding at January 1, 2023 1,027,500 $ 3.46 Granted 3,000 13.05 Exercised (25,000) 6.40 Forfeited/Expired (42,000) 3.41 Outstanding at September 30, 2023 963,500 $ 3.41 9.02 $ 4,944,660 Exercisable at September 30, 2023 157,000 $ 3.24 8.95 $ 830,740 Vested and Expected to Vest at September 30, 2023 963,500 $ 3.41 9.02 $ 4,944,660 Weighted-Average Number of Weighted - Average Remaining Contractual Aggregate Options Exercise Price Term (years) Intrinsic Value Outstanding at January 1, 2022 - $ - Granted* 182,000 3.67 Exercised - - Forfeited/Expired - - Outstanding at September 30, 2022 182,000 $ 3.67 9.91 $ - Exercisable at September 30, 2022 6,250 $ 6.40 - $ - Vested and Expected to Vest at September 30, 2022 182,000 $ 3.67 9.91 $ - *Includes 132,000 stock options granted to non-employee directors of the Company and 50,000 stock options granted to non-employee members of the Company’s advisory board. |
Restricted Stock Units | |
Stock Options and Restricted Stock Units | |
Summary of restricted stock under the company's plan | Number of Weighted-Average Restricted Stock Grant Date Units Fair Value Unvested at January 1, 2023 700,000 $ 5.59 Granted 28,804 8.29 Vested - - Forfeited/Expired - - Unvested at September 30, 2023 728,804 $ 5.70 Number of Weighted-Average Restricted Stock Grant Date Units Fair Value Unvested at January 1, 2022 - $ - Granted 700,000 5.59 Vested - - Forfeited/Expired - - Unvested at September 30, 2022 700,000 $ 5.59 |
Comprehensive income (loss) (Ta
Comprehensive income (loss) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Comprehensive loss | |
Schedule of components of accumulated other comprehensive loss and reclassifications from accumulated other comprehensive loss | Foreign Currency Pension Liability Fair Value of Translation Accumulated Other Adjustment Derivatives Adjustment Comprehensive Loss Balance at July 1, 2023 $ (95) $ 166 $ (1,530) $ (1,459) Other comprehensive income (loss) before reclassifications, net of taxes - (137) 24 (113) Total other comprehensive income (loss) before reclassifications, net of taxes (95) 29 (1,506) (1,572) Net amount reclassified to earnings (4) (41) - (45) Balance at September 30, 2023 $ (99) $ (12) $ (1,506) $ (1,617) Foreign Currency Pension Liability Fair Value of Translation Accumulated Other Adjustment Derivatives Adjustment Comprehensive Loss Balance at January 1, 2023 $ (86) $ (365) $ (1,657) $ (2,108) Other comprehensive income (loss) before reclassifications, net of taxes - (74) 151 77 Total other comprehensive loss before reclassifications, net of taxes (86) (439) (1,506) (2,031) Net amount reclassified to earnings (13) 427 - 414 Balance at September 30, 2023 $ (99) $ (12) $ (1,506) $ (1,617) Foreign Currency Pension Liability Fair Value of Translation Accumulated Other Adjustment Derivatives Adjustment Comprehensive Loss Balance at July 1, 2022 $ (780) $ (889) $ (1,607) $ (3,276) Other comprehensive loss before reclassifications, net of taxes - (884) (644) (1,528) Total other comprehensive loss before reclassifications, net of taxes (780) (1,773) (2,251) (4,804) Net amount reclassified to earnings 35 678 - 713 Balance at September 30, 2022 $ (745) $ (1,095) $ (2,251) $ (4,091) Foreign Currency Pension Liability Fair Value of Translation Accumulated Other Adjustment Derivatives Adjustment Comprehensive Loss Balance at January 1, 2022 $ (858) $ (353) $ (981) $ (2,192) Other comprehensive loss before reclassifications, net of taxes - (1,707) (1,270) (2,977) Total other comprehensive loss before reclassifications, net of taxes (858) (2,060) (2,251) (5,169) Net amount reclassified to earnings 113 965 - 1,078 Balance at September 30, 2022 $ (745) $ (1,095) $ (2,251) $ (4,091) |
Segment reporting and concent_2
Segment reporting and concentrations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment reporting and concentrations | |
Schedule of segment reporting information, by segment | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: DDS $ 16,003 $ 12,852 $ 41,929 $ 42,944 Synodex 1,728 1,762 5,705 5,376 Agility 4,438 3,833 13,029 11,306 Total Consolidated $ 22,169 $ 18,447 $ 60,663 $ 59,626 Income (loss) before provision for income taxes (1) DDS $ 970 $ 135 $ 473 $ 1,516 Synodex (288) (977) (420) (2,796) Agility 75 (2,216) (1,818) (7,474) Total Consolidated $ 757 $ (3,058) $ (1,765) $ (8,754) Income (loss) before provision for income taxes (2) DDS $ 827 $ (59) $ 36 $ 987 Synodex (154) (778) (19) (2,318) Agility 84 (2,221) (1,782) (7,423) Total Consolidated $ 757 $ (3,058) $ (1,765) $ (8,754) September 30, 2023 December 31, 2022 Total assets: DDS $ 34,495 $ 25,758 Synodex 3,290 3,270 Agility 18,640 19,014 Total Consolidated $ 56,425 $ 48,042 September 30, 2023 December 31, 2022 Goodwill: Agility $ 2,032 $ 2,038 Total $ 2,032 $ 2,038 (1) Before elimination of any inter-segment profits (2) After elimination of any inter-segment profits For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Revenues of DDS Segment from: Synodex $ 1,594 $ 2,119 $ 4,829 $ 6,167 Agility 296 425 1,121 1,274 Totals $ 1,890 $ 2,544 $ 5,950 $ 7,441 |
Schedule of revenue from external customers and long-lived assets | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 United States $ 13,273 $ 11,904 $ 35,469 $ 37,843 United Kingdom 2,589 2,677 8,042 8,312 Canada 2,538 579 6,343 3,234 The Netherlands 1,911 1,734 5,396 5,105 Others - principally Europe 1,858 1,553 5,413 5,132 Totals $ 22,169 $ 18,447 $ 60,663 $ 59,626 |
Schedule of revenue from external customers based on client domicile | September 30, December 31, 2023 2022 United States $ 8,760 $ 7,205 Foreign countries: Canada 7,283 7,675 Philippines 3,506 3,682 United Kingdom 1,043 1,198 India 2,026 1,195 Sri Lanka 398 426 Israel 15 3 Total foreign 14,271 14,179 Totals $ 23,031 $ 21,384 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income (Loss) Per Share | |
Schedule of earnings per share, basic and diluted | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income (loss) attributable to Innodata Inc. and Subsidiaries $ 371 $ (3,327) $ (2,560) $ (9,975) Weighted average common shares outstanding 28,459 27,331 27,930 27,239 Dilutive effect of outstanding options 4,004 - - - Adjusted for dilutive computation 32,463 27,331 27,930 27,239 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivatives | |
Schedule of fair value of derivative instruments included within the condensed consolidated balance sheets | The following table presents the fair value of derivative instruments included within the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 (in thousands): Balance Sheet Location Fair Value September 30, December 31, 2023 2022 Derivatives designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other $ 12 $ 365 |
Schedule of effect of foreign currency forward contracts designated as cash flow hedges on the condensed consolidated statements of operations | The effect of foreign currency forward contracts designated as cash flow hedges on the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net loss recognized in OCI (1) $ 137 $ 884 $ 74 $ 1,707 Net (gain) loss reclassified from accumulated OCI into income (2) $ (41) $ 678 $ 427 $ 965 Net gain recognized in income (3) $ - $ - $ - $ - (1) Net change in fair value of the effective portion classified into other comprehensive income (“OCI”) (2) Effective portion classified within direct operating costs. (3) There were no ineffective portions for the period presented. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Estimates (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies and Estimates | |||||
Amortization period | 12 months | 12 months | |||
Foreign currency transaction gain (loss), before tax | $ (0.1) | $ (0.7) | $ 0.3 | $ (1.9) | |
Prepaid expenses and other current assets on contract acquisition costs | $ 0.7 | $ 0.7 | $ 0.8 | ||
Minimum | Capitalized software development | |||||
Summary of Significant Accounting Policies and Estimates | |||||
Estimated useful life of intangibles | 3 years | 3 years | |||
Maximum | Capitalized software development | |||||
Summary of Significant Accounting Policies and Estimates | |||||
Estimated useful life of intangibles | 10 years | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Estimates - Deferred revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Summary of Significant Accounting Policies and Estimates | |
Balance at the beginning | $ 4,366 |
Net deferred revenue in the period | 11,558 |
Revenue recognized | (10,831) |
Currency translations and other adjustments | (25) |
Balance at the end | $ 5,068 |
Short Term Investments - othe_2
Short Term Investments - other (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Short Term Investments - other | ||
Treasury bills | $ 494 | |
Certificates of deposit | $ 13 | 13 |
Total | $ 13 | $ 507 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts Receivable | |||
Gross Accounts receivable | $ 11,897 | $ 10,741 | |
Allowance for doubtful accounts | (1,221) | $ (1,220) | (1,213) |
Accounts receivable, net | $ 10,676 | $ 9,528 |
Accounts Receivable - Activity
Accounts Receivable - Activity in the allowance for the credit losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Accounts Receivable | ||
Balance at the beginning | $ 1,220 | $ 1,213 |
Additions charged to expense | 34 | 366 |
Write-offs against allowance | (28) | (359) |
Foreign currency translation adjustment | (5) | 1 |
Balance at the end | $ 1,221 | $ 1,221 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets | ||||
Goodwill impairment | $ 0 | |||
Capitalized Developed Software | ||||
Goodwill and Intangible Assets | ||||
Amortization expense | $ 0.7 | $ 0.5 | 1.9 | $ 1.3 |
Acquired Intangible Assets | ||||
Goodwill and Intangible Assets | ||||
Amortization expense | $ 0.2 | $ 0.2 | $ 0.7 | $ 0.7 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Carrying amount of goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill and Intangible Assets | |
Balance - January 1, 2023 | $ 2,038 |
Foreign currency translation adjustment | (6) |
Balance - September 30, 2023 | 2,032 |
Goodwill | $ 2,032 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Acquisition-related intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets | ||
Gross Carrying Value | $ 27,136 | $ 24,602 |
Accumulated Amortization | (13,638) | (11,562) |
Foreign Currency Translation Adjustment | (49) | (514) |
Net Carrying Value | 13,449 | 12,526 |
Acquired Intangible Assets | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 9,482 | 9,970 |
Accumulated Amortization | (7,500) | (7,164) |
Foreign Currency Translation Adjustment | (2) | (160) |
Net Carrying Value | 1,980 | 2,646 |
Developed technology | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 2,999 | 3,169 |
Accumulated Amortization | (2,565) | (2,468) |
Foreign Currency Translation Adjustment | (1) | (43) |
Net Carrying Value | 433 | 658 |
Customer relationships | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 2,096 | 2,228 |
Accumulated Amortization | (1,602) | (1,560) |
Foreign Currency Translation Adjustment | (3) | (42) |
Net Carrying Value | 491 | 626 |
Trademarks and tradenames | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 852 | 880 |
Accumulated Amortization | (760) | (740) |
Foreign Currency Translation Adjustment | (8) | |
Net Carrying Value | 92 | 132 |
Patents | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 43 | 45 |
Accumulated Amortization | (39) | (38) |
Foreign Currency Translation Adjustment | 1 | |
Net Carrying Value | 4 | 8 |
Media Contact Database | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 3,492 | 3,648 |
Accumulated Amortization | (2,534) | (2,358) |
Foreign Currency Translation Adjustment | 2 | (68) |
Net Carrying Value | 960 | 1,222 |
Capitalized Developed Software | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 17,654 | 14,632 |
Accumulated Amortization | (6,138) | (4,398) |
Foreign Currency Translation Adjustment | (47) | (354) |
Net Carrying Value | 11,469 | 9,880 |
Capitalized Developed Software | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 14,471 | 11,845 |
Accumulated Amortization | (6,138) | (4,398) |
Foreign Currency Translation Adjustment | (35) | (348) |
Net Carrying Value | 8,298 | 7,099 |
Capitalized Developed Software - in Progress | ||
Goodwill and Intangible Assets | ||
Gross Carrying Value | 3,183 | 2,787 |
Foreign Currency Translation Adjustment | (12) | (6) |
Net Carrying Value | $ 3,171 | $ 2,781 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated amortization expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets | ||
2023 | $ 2,319 | |
2024 | 4,374 | |
2025 | 3,564 | |
2026 | 1,277 | |
2027 | 728 | |
Thereafter | 1,187 | |
Net Carrying Value | $ 13,449 | $ 12,526 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | |
Oct. 31, 2016 | Sep. 30, 2015 | |
Income Taxes | ||
Subsidiary revenue | $ 56,000,000 | |
Reversal of service tax refund | $ 121,000 | |
Service tax credit receivable | $ 800,000 | |
Maximum | ||
Income Taxes | ||
Percentage for subsidiary service tax | 15% | |
Minimum | ||
Income Taxes | ||
Percentage for subsidiary service tax | 12.36% |
Income Taxes - Tax rate reconci
Income Taxes - Tax rate reconciliation (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes | ||
Federal income tax expense at statutory rate | (21.00%) | (21.00%) |
Effect of: | ||
Change in valuation allowance | 77.30% | 43% |
Tax effects of foreign operations | 35.70% | 1.10% |
Section 162 (m) | 32.20% | |
Increase in unrecognized tax benefits (ASC 740) | 6.90% | 1% |
Withholding tax | 6% | |
State income tax net of federal benefit | 1.10% | 0.20% |
Foreign operations permanent difference - foreign exchange gains and losses | (2.40%) | (1.50%) |
Return to provision true up | (4.60%) | 0.20% |
Foreign rate differential | (4.70%) | (5.80%) |
Deemed interest | (8.40%) | |
Effect of stock based compensation | (74.30%) | (0.40%) |
Other | 0.40% | (2.00%) |
Effective tax rate | 44.20% | 14.80% |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Income Taxes | |
Balance at the beginning | $ 1,680 |
Increase for current period tax positions | 117 |
Decrease for prior period tax positions | (68) |
Interest accrual | 72 |
Foreign currency remeasurement | (17) |
Balance at the end | $ 1,784 |
Operating Leases (Details)
Operating Leases (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Minimum | |
Operating Leases | |
Lease agreements term | 2 years |
Percentage of rental escalations | 1.75% |
Maximum | |
Operating Leases | |
Lease agreements term | 11 years |
Percentage of rental escalations | 15% |
Operating Leases - Financial st
Operating Leases - Financial statements related to operating leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Leases | ||||
Total rent expense | $ 388 | $ 450 | $ 1,186 | $ 1,425 |
Long-term operating leases | ||||
Operating Leases | ||||
Total rent expense | 311 | 314 | 932 | 1,027 |
Short-term operating leases | ||||
Operating Leases | ||||
Total rent expense | $ 77 | $ 136 | $ 254 | $ 398 |
Operating Leases - Net present
Operating Leases - Net present value of the operating lease liability (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 | $ 316 | |
2024 | 1,277 | |
2025 | 1,300 | |
2026 | 1,332 | |
2027 | 1,331 | |
2028 and thereafter | 1,839 | |
Total lease payments | 7,395 | |
Less: Interest | (1,770) | |
Net present value of lease liabilities | 5,625 | |
Current portion | 752 | $ 693 |
Long-term portion | 4,873 | $ 4,036 |
Total | $ 5,625 |
Operating Leases - Weighted ave
Operating Leases - Weighted average remaining lease terms (Details) | Sep. 30, 2023 |
Operating Leases | |
Weighted-average lease term remaining (in months) | 66 months |
Weighted-average discount rate | 9.39% |
Long-term obligations (Details)
Long-term obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Long-term obligations | ||
Pension obligations - accrued pension liability | $ 6,508 | $ 5,906 |
Settlement agreement | 50 | |
Microsoft licenses | 997 | |
Total long-term obligations | 7,505 | 5,956 |
Less: Current portion of long-term obligations | 1,041 | 877 |
Totals | 6,464 | $ 5,079 |
Microsoft licenses, Amount payable annually over the term of the agreement | $ 400 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Commitments and Contingencies | |
Estimated litigation liability | $ 5,800,000 |
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 |
Stock Options and Restricted _3
Stock Options and Restricted Stock Units - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivatives, Fair Value | ||||
Total stock-based compensation | $ 2,998 | $ 2,370 | ||
Equity Plans | ||||
Derivatives, Fair Value | ||||
Direct operating costs | $ 85 | $ 46 | 210 | 154 |
Selling and administrative expenses | 932 | 759 | 2,788 | 2,216 |
Total stock-based compensation | $ 1,017 | $ 805 | $ 2,998 | $ 2,370 |
Stock Options and Restricted _4
Stock Options and Restricted Stock Units - Summary of Stock Option Activity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
2013 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Stock options vesting period | 12 months | |
Employee stock option | ||
Stock Options and Restricted Stock Units | ||
Number of Options, Exercised (in shares) | (1,307,729) | |
Weighted Average Exercise Price Exercised (in dollars per shares) | $ 2.40 | |
Employee stock option | 2013 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of Options, Outstanding - Beginning balance (in shares) | 6,690,490 | 5,536,896 |
Number of options, Granted (in shares) | 25,000 | 1,479,558 |
Number of Options, Exercised (in shares) | (1,282,729) | (210,429) |
Number of Options, Forfeited/Expired (in shares) | (88,866) | (261,101) |
Number of Options, Outstanding - Ending balance (in shares) | 5,343,895 | 6,544,924 |
Number of Options Exercisable (in shares) | 3,375,931 | 4,264,408 |
Number of Options, Vested and Expected to Vest (in shares) | 5,343,895 | 6,544,924 |
Weighted Average Exercise Price Outstanding beginning balance (in dollars per shares) | $ 3.09 | $ 2.66 |
Weighted Average Exercise Price Granted (in dollars per shares) | 3.31 | 5.21 |
Weighted Average Exercise Price Exercised (in dollars per shares) | 2.35 | 1.28 |
Weighted Average Exercise Price Forfeited/Expired (in dollars per shares) | 6.27 | 6.50 |
Weighted Average Exercise Price Outstanding Ending balance (in dollars per shares) | 3.22 | 3.13 |
Weighted Average Exercise Price Exercisable (in dollars per shares) | 2.15 | 2.08 |
Weighted Average Exercise Price Vested and Expected to Vest (in dollars per shares) | $ 3.22 | $ 3.13 |
Weighted Average Remaining Contractual Term Outstanding (in years) | 6 years 7 months 20 days | 7 years 3 months 29 days |
Weighted Average Remaining Contractual Term Exercisable (in years) | 5 years 6 months 25 days | 6 years 4 months 24 days |
Weighted Average Remaining Contractual Term Vested and Expected to Vest (in years) | 6 years 7 months 20 days | 7 years 3 months 29 days |
Aggregate Intrinsic Value, Outstanding | $ 28,380,482 | $ 6,265,207 |
Aggregate Intrinsic Value, Exercisable | 21,534,891 | 5,792,971 |
Aggregate Intrinsic Value, Vested and Expected to Vest | $ 28,380,482 | $ 6,265,207 |
Employee stock option | 2021 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of Options, Outstanding - Beginning balance (in shares) | 1,027,500 | |
Number of options, Granted (in shares) | 3,000 | 182,000 |
Number of Options, Exercised (in shares) | (25,000) | |
Number of Options, Forfeited/Expired (in shares) | (42,000) | |
Number of Options, Outstanding - Ending balance (in shares) | 963,500 | 182,000 |
Number of Options Exercisable (in shares) | 157,000 | 6,250 |
Number of Options, Vested and Expected to Vest (in shares) | 963,500 | 182,000 |
Weighted Average Exercise Price Outstanding beginning balance (in dollars per shares) | $ 3.46 | |
Weighted Average Exercise Price Granted (in dollars per shares) | 13.05 | $ 3.67 |
Weighted Average Exercise Price Exercised (in dollars per shares) | 6.40 | |
Weighted Average Exercise Price Forfeited/Expired (in dollars per shares) | 3.41 | |
Weighted Average Exercise Price Outstanding Ending balance (in dollars per shares) | 3.41 | 3.67 |
Weighted Average Exercise Price Exercisable (in dollars per shares) | 3.24 | 6.40 |
Weighted Average Exercise Price Vested and Expected to Vest (in dollars per shares) | $ 3.41 | $ 3.67 |
Weighted Average Remaining Contractual Term Outstanding (in years) | 9 years 7 days | 9 years 10 months 28 days |
Weighted Average Remaining Contractual Term Exercisable (in years) | 8 years 11 months 12 days | 0 years |
Weighted Average Remaining Contractual Term Vested and Expected to Vest (in years) | 9 years 7 days | 9 years 10 months 28 days |
Aggregate Intrinsic Value, Outstanding | $ 4,944,660 | |
Aggregate Intrinsic Value, Exercisable | 830,740 | |
Aggregate Intrinsic Value, Vested and Expected to Vest | $ 4,944,660 | |
Employee stock option | Non employee director | 2013 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of options, Granted (in shares) | 110,000 | |
Employee stock option | Non employee director | 2021 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of options, Granted (in shares) | 132,000 | |
Employee stock option | Non employee member | 2013 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of Options, Outstanding - Ending balance (in shares) | 25,000 | |
Employee stock option | Non employee member | 2021 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of options, Granted (in shares) | 50,000 |
Stock Options and Restricted _5
Stock Options and Restricted Stock Units - Weighted Average Fair Values and Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stock Options and Restricted Stock Units | ||
Weighted average fair value of options granted (in dollars per share) | $ 2.56 | $ 3 |
Risk-free interest rate | 4.34% | |
Expected term (years) | 6 years | |
Expected volatility factor | 75.35% | |
Minimum | ||
Stock Options and Restricted Stock Units | ||
Risk-free interest rate | 1.94% | |
Expected term (years) | 3 years | |
Expected volatility factor | 62% | |
Maximum | ||
Stock Options and Restricted Stock Units | ||
Risk-free interest rate | 3.54% | |
Expected term (years) | 6 years 5 months 1 day |
Stock Options and Restricted _6
Stock Options and Restricted Stock Units - Summary of stock option and Restricted Stock option activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Stock Units | 2013 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of shares, granted | 28,804 | |
Restricted Stock Units | Equity Plans | ||
Stock Options and Restricted Stock Units | ||
Number of Shares, Outstanding at Beginning of the year | 700,000 | |
Number of shares, granted | 28,804 | 700,000 |
Number of Shares, Unvested at End of the year | 728,804 | 700,000 |
Weighted-Average Grant Date Fair Value, Outstanding | $ 5.59 | |
Weighted-Average Grant Date Fair Value, Granted | 8.29 | $ 5.59 |
Weighted-Average Grant Date Fair Value, Outstanding | $ 5.70 | $ 5.59 |
Performance Shares | 2013 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of shares, granted | 200,000 | |
Performance Shares | 2021 Stock Plan | ||
Stock Options and Restricted Stock Units | ||
Number of shares, granted | 500,000 | |
Performance Shares | Equity Plans | ||
Stock Options and Restricted Stock Units | ||
Number of Shares, Unvested at End of the year | 700,000 |
Stock Options and Restricted _7
Stock Options and Restricted Stock Units- Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Restricted Stock Units | |
Stock Options and Restricted Stock Units | |
Compensation cost related to non-vested stock options and restricted stock awards not yet recognized | $ 2.9 |
Weighted-average period over which compensation cost recognized | 17 months |
Number of shares eligible to receive for each fully vested RSU | shares | 1 |
Employee stock option | |
Stock Options and Restricted Stock Units | |
Compensation cost related to non-vested stock options and restricted stock awards not yet recognized | $ 4.4 |
Weighted-average period over which compensation cost recognized | 18 months |
2013 Stock Plan | |
Stock Options and Restricted Stock Units | |
Stock options vesting period | 12 months |
Comprehensive income (loss) - R
Comprehensive income (loss) - Reclassifications from accumulated other comprehensive loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Comprehensive loss | ||||
Balance at the beginning | $ 20,651 | $ 21,022 | $ 18,773 | $ 29,927 |
Balance at the end | 22,860 | 17,781 | 22,860 | 17,781 |
Pension Liability Adjustment | ||||
Comprehensive loss | ||||
Balance at the beginning | (95) | (780) | (86) | (858) |
Total other comprehensive income (loss) before reclassifications, net of taxes | (95) | (780) | (86) | (858) |
Net amount reclassified to earnings | (4) | 35 | (13) | 113 |
Balance at the end | (99) | (745) | (99) | (745) |
Fair Value of Derivatives | ||||
Comprehensive loss | ||||
Balance at the beginning | 166 | (889) | (365) | (353) |
Other comprehensive income before reclassifications, net of taxes | (137) | (884) | (74) | (1,707) |
Total other comprehensive income (loss) before reclassifications, net of taxes | 29 | (1,773) | (439) | (2,060) |
Net amount reclassified to earnings | (41) | 678 | 427 | 965 |
Balance at the end | (12) | (1,095) | (12) | (1,095) |
Foreign Currency Translation Adjustment | ||||
Comprehensive loss | ||||
Balance at the beginning | (1,530) | (1,607) | (1,657) | (981) |
Other comprehensive income before reclassifications, net of taxes | 24 | (644) | 151 | (1,270) |
Total other comprehensive income (loss) before reclassifications, net of taxes | (1,506) | (2,251) | (1,506) | (2,251) |
Balance at the end | (1,506) | (2,251) | (1,506) | (2,251) |
Accumulated Other Comprehensive Loss | ||||
Comprehensive loss | ||||
Balance at the beginning | (1,459) | (3,276) | (2,108) | (2,192) |
Other comprehensive income before reclassifications, net of taxes | (113) | (1,528) | 77 | (2,977) |
Total other comprehensive income (loss) before reclassifications, net of taxes | (1,572) | (4,804) | (2,031) | (5,169) |
Net amount reclassified to earnings | (45) | 713 | 414 | 1,078 |
Balance at the end | $ (1,617) | $ (4,091) | $ (1,617) | $ (4,091) |
Segment reporting and concent_3
Segment reporting and concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment reporting information | |||||
Revenues | $ 22,169 | $ 18,447 | $ 60,663 | $ 59,626 | |
Income (loss) before provision for income taxes | 757 | (3,058) | (1,765) | (8,754) | |
Total assets | 56,425 | 56,425 | $ 48,042 | ||
Goodwill | 2,032 | 2,032 | 2,038 | ||
Intersegment eliminations | |||||
Segment reporting information | |||||
Revenues | 1,890 | 2,544 | 5,950 | 7,441 | |
Before intersegment eliminations | |||||
Segment reporting information | |||||
Income (loss) before provision for income taxes | 757 | (3,058) | (1,765) | (8,754) | |
After intersegment eliminations | |||||
Segment reporting information | |||||
Income (loss) before provision for income taxes | 757 | (3,058) | (1,765) | (8,754) | |
DDS | |||||
Segment reporting information | |||||
Total assets | 34,495 | 34,495 | 25,758 | ||
DDS | Operating Segments | |||||
Segment reporting information | |||||
Revenues | 16,003 | 12,852 | 41,929 | 42,944 | |
DDS | Before intersegment eliminations | |||||
Segment reporting information | |||||
Income (loss) before provision for income taxes | 970 | 135 | 473 | 1,516 | |
DDS | After intersegment eliminations | |||||
Segment reporting information | |||||
Income (loss) before provision for income taxes | 827 | (59) | 36 | 987 | |
Synodex | |||||
Segment reporting information | |||||
Total assets | 3,290 | 3,290 | 3,270 | ||
Synodex | Operating Segments | |||||
Segment reporting information | |||||
Revenues | 1,728 | 1,762 | 5,705 | 5,376 | |
Synodex | Intersegment eliminations | |||||
Segment reporting information | |||||
Revenues | 1,594 | 2,119 | 4,829 | 6,167 | |
Synodex | Before intersegment eliminations | |||||
Segment reporting information | |||||
Income (loss) before provision for income taxes | (288) | (977) | (420) | (2,796) | |
Synodex | After intersegment eliminations | |||||
Segment reporting information | |||||
Income (loss) before provision for income taxes | (154) | (778) | (19) | (2,318) | |
Agility | |||||
Segment reporting information | |||||
Total assets | 18,640 | 18,640 | 19,014 | ||
Goodwill | 2,032 | 2,032 | $ 2,038 | ||
Agility | Operating Segments | |||||
Segment reporting information | |||||
Revenues | 4,438 | 3,833 | 13,029 | 11,306 | |
Agility | Intersegment eliminations | |||||
Segment reporting information | |||||
Revenues | 296 | 425 | 1,121 | 1,274 | |
Agility | Before intersegment eliminations | |||||
Segment reporting information | |||||
Income (loss) before provision for income taxes | 75 | (2,216) | (1,818) | (7,474) | |
Agility | After intersegment eliminations | |||||
Segment reporting information | |||||
Income (loss) before provision for income taxes | $ 84 | $ (2,221) | $ (1,782) | $ (7,423) |
Segment reporting and concent_4
Segment reporting and concentrations - Long-lived assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenues from external customers and long-lived assets | ||
Long - lived assets | $ 23,031 | $ 21,384 |
United States | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 8,760 | 7,205 |
Canada | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 7,283 | 7,675 |
Philippines | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 3,506 | 3,682 |
United Kingdom | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 1,043 | 1,198 |
India | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 2,026 | 1,195 |
Sri Lanka | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 398 | 426 |
Israel | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | 15 | 3 |
Total foreign | ||
Revenues from external customers and long-lived assets | ||
Long - lived assets | $ 14,271 | $ 14,179 |
Segment reporting and concent_5
Segment reporting and concentrations - Revenues by geographic region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment reporting information | ||||
Revenues | $ 22,169 | $ 18,447 | $ 60,663 | $ 59,626 |
United States | ||||
Segment reporting information | ||||
Revenues | 13,273 | 11,904 | 35,469 | 37,843 |
United Kingdom | ||||
Segment reporting information | ||||
Revenues | 2,589 | 2,677 | 8,042 | 8,312 |
Canada | ||||
Segment reporting information | ||||
Revenues | 2,538 | 579 | 6,343 | 3,234 |
The Netherlands | ||||
Segment reporting information | ||||
Revenues | 1,911 | 1,734 | 5,396 | 5,105 |
Others - principally Europe | ||||
Segment reporting information | ||||
Revenues | $ 1,858 | $ 1,553 | $ 5,413 | $ 5,132 |
Segment reporting and concent_6
Segment reporting and concentrations - Additional information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) customer | Sep. 30, 2022 customer | Sep. 30, 2023 USD ($) customer segment | Sep. 30, 2022 customer | Dec. 31, 2022 USD ($) customer | |
Segment reporting information | |||||
Number of reportable segments | segment | 3 | ||||
Right-of-use-asset, net | $ | $ 5,177 | $ 5,177 | $ 4,309 | ||
Classification of segment assets | $ | $ 56,425 | $ 56,425 | $ 48,042 | ||
Sales revenue, net | Customer concentration risk | Non-US | |||||
Segment reporting information | |||||
Concentration risk, percentage | 40% | 35% | 42% | 37% | |
Foreign customer | Accounts receivable | Customer concentration risk | |||||
Segment reporting information | |||||
Concentration risk, percentage | 37% | 44% | |||
One client | Sales revenue, net | Customer concentration risk | |||||
Segment reporting information | |||||
Number of clients | 1 | ||||
Concentration risk, percentage | 11% | 10.20% | |||
Two client | Sales revenue, net | Customer concentration risk | |||||
Segment reporting information | |||||
Number of clients | 2 | ||||
Another client | Sales revenue, net | Customer concentration risk | |||||
Segment reporting information | |||||
Concentration risk, percentage | 10% | 13% | |||
Another client | Accounts receivable | Customer concentration risk | |||||
Segment reporting information | |||||
Number of clients | 2 | ||||
Concentration risk, percentage | 30% | ||||
Four clients | Accounts receivable | Customer concentration risk | |||||
Segment reporting information | |||||
Number of clients | 4 | ||||
Concentration risk, percentage | 45% | ||||
Client | Sales revenue, net | Customer concentration risk | |||||
Segment reporting information | |||||
Number of clients | 0 | 0 | 0 | ||
Client | Sales revenue, net | Customer concentration risk | United States | |||||
Segment reporting information | |||||
Number of clients | 0 | 0 | |||
Client | Accounts receivable | Customer concentration risk | |||||
Segment reporting information | |||||
Number of clients | 0 | 0 | |||
Client | Minimum | Sales revenue, net | Customer concentration risk | |||||
Segment reporting information | |||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | |
Client | Minimum | Accounts receivable | Customer concentration risk | |||||
Segment reporting information | |||||
Concentration risk, percentage | 10% | 10% |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income (Loss) Per Share | ||||
Net income (loss) attributable to Innodata Inc. and Subsidiaries | $ 371 | $ (3,327) | $ (2,560) | $ (9,975) |
Weighted average common shares outstanding | 28,459 | 27,331 | 27,930 | 27,239 |
Dilutive effect of outstanding options | 4,004 | |||
Adjusted for dilutive computation | 32,463 | 27,331 | 27,930 | 27,239 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee stock option | ||||
Antidilutive securities excluded from computation of earnings per share | ||||
Computation of diluted loss per share | 6.3 | 4.2 | 6.3 | 5.7 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives | ||
Derivative notional amount | $ 8.1 | $ 14.2 |
Derivatives - Fair value of der
Derivatives - Fair value of derivative instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued expenses and other | Foreign currency forward contracts | Designated as hedging instrument | ||
Derivatives, Fair Value | ||
Derivatives designated as hedging instruments | $ 12 | $ 365 |
Derivatives - Contracts designa
Derivatives - Contracts designated as cash flow hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivatives | ||||
Net loss recognized in OCI | $ 137 | $ 884 | $ 74 | $ 1,707 |
Net (gain) loss reclassified from accumulated OCI into income | $ (41) | $ 678 | $ 427 | $ 965 |
Line Of Credit (Details)
Line Of Credit (Details) - Revolving Credit Facility $ in Millions | Apr. 04, 2023 USD ($) | Sep. 30, 2023 USD ($) |
Line of Credit | ||
Maximum borrowing capacity | $ 10 | |
Percentage of eligible accounts considered for determination of borrowing base | 85% | |
Percentage of eligible foreign accounts considered for determination of borrowing base | 85% | |
Maximum amount of eligible foreign accounts considered for determination of borrowing base | $ 2 | |
Borrowing base calculation | $ 4.7 | |
Threshold minimum fixed charge coverage ratio required to be maintained by December 31, 2023 | 1.10 | |
SOFR | ||
Line of Credit | ||
Interest rate | 2.25% |