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Innodata (INOD)

Filed: 4 Nov 21, 1:17pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2021

OR 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________ 

Commission file number: 001-35774

INNODATA INC.

(Exact name of registrant as specified in its charter)

Delaware

13-3475943

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

 

55 Challenger Road

07660

Ridgefield Park, New Jersey

(Zip Code)

(Address of principal executive offices)

(201) 371-8000

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

INOD

The NASDAQ Stock Market LLC

Preferred Stock Purchase Right

N/A

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     Accelerated filer     Non-accelerated filer     Smaller reporting company     Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   No

The number of outstanding shares of the registrant’s common stock, $0.01 par value per share, as of November 2, 2021 was 27,153,485.

INNODATA INC. AND SUBSIDIARIES

For the Quarter Ended September 30, 2021

INDEX

    

    

Part I – Financial Information

 

Page No.

Item 1.

Financial Statements

Condensed Consolidated Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020

2

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2021 and 2020

3

Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2021 and 2020

4

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020

5

Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2021 and 2020

6

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

30

Item 4.

Controls and Procedures

30

 

Part II – Other Information

 

Item 1.

Legal Proceedings

31

Item 1A.

Risk Factors

31

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

31

Item 3.

Defaults Upon Senior Securities

31

Item 4.

Mine Safety Disclosures

31

Item 5.

Other Information

31

Item 6.

Exhibits

32

Signatures

 

33

1

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

    

September 30, 

    

December 31, 

 

2021

 

2020

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

20,943

$

17,573

Accounts receivable, net of allowance for doubtful accounts of $780 and $670, respectively

 

9,016

 

10,048

Prepaid expenses and other current assets

 

3,853

 

4,240

Total current assets

 

33,812

 

31,861

Property and equipment, net

 

2,414

 

1,852

Right-of-use-asset, net

 

5,876

 

6,610

Other assets

 

2,344

 

2,563

Deferred income taxes, net

 

1,999

 

2,187

Intangibles, net

 

10,245

 

10,031

Goodwill

 

2,143

 

2,150

Total assets

$

58,833

$

57,254

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

1,763

$

1,435

Accrued expenses and other

 

6,240

 

3,490

Accrued salaries, wages and related benefits

 

6,692

 

5,719

Income and other taxes

 

3,415

 

5,000

Long-term obligations - current portion

 

1,130

 

1,712

Operating lease liability - current portion

 

1,056

 

990

Total current liabilities

 

20,296

 

18,346

 

 

Deferred income taxes

 

60

 

44

Long-term obligations, net of current portion

 

5,700

 

6,282

Operating lease liability, net of current portion

 

5,507

 

6,332

Total liabilities

 

31,563

 

31,004

Commitments and contingencies

 

 

Non-controlling interests

 

(3,453)

 

(3,390)

 

  

 

  

STOCKHOLDERS’ EQUITY:

 

  

 

  

Serial preferred stock; 4,998,000 shares authorized, NaN outstanding

 

0

 

0

Common stock, $.01 par value; 75,000,000 shares authorized; 30,337,000 shares issued and 27,153,000 outstanding at September 30, 2021 and 28,984,000 shares issued and 25,800,000 outstanding at December 31, 2020;

 

303

 

289

Additional paid-in capital

 

34,475

 

31,921

Retained earnings

 

4,328

 

4,833

Accumulated other comprehensive loss

 

(1,918)

 

(938)

 

37,188

 

36,105

Less: treasury stock, 3,184,000 shares at cost

 

(6,465)

 

(6,465)

Total stockholders’ equity

 

30,723

 

29,640

Total liabilities and stockholders’ equity

$

58,833

$

57,254

See notes to Condensed Consolidated Financial Statements.

2

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

September 30, 

    

2021

    

2020

Revenues

$

17,450

$

14,553

Operating costs and expenses:

 

 

Direct operating costs

 

10,703

 

9,784

Selling and administrative expenses

 

7,262

 

4,582

Interest expense, net

 

4

 

44

 

17,969

 

14,410

Income (loss) before provision for income taxes

 

(519)

 

143

Provision for income taxes

 

328

 

(70)

Consolidated net income (loss)

 

(847)

 

213

Income (loss) attributable to non-controlling interests

 

(47)

 

7

Net income (loss) attributable to Innodata Inc. and Subsidiaries

$

(800)

$

206

Income (loss) per share attributable to Innodata Inc. and Subsidiaries:

 

 

Basic

$

(0.03)

$

0.01

Diluted

$

(0.03)

$

0.01

Weighted average shares outstanding:

 

  

 

  

Basic

 

26,971

 

24,470

Diluted

26,971

25,260

Comprehensive income (loss):

 

  

 

  

Consolidated net income (loss)

$

(847)

$

213

Pension liability adjustment, net of taxes

 

10

 

(1)

Foreign currency translation adjustment

 

(594)

 

216

Change in fair value of derivatives, net of taxes

 

(265)

 

51

Other comprehensive income (loss)

 

(849)

 

266

Total comprehensive income (loss)

 

(1,696)

 

479

Less: Comprehensive income (loss) attributable to non-controlling interests

 

(47)

 

7

Comprehensive income (loss) attributable to Innodata Inc. and Subsidiaries

$

(1,649)

$

472

See notes to Condensed Consolidated Financial Statements.

3

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except per share amounts)

Nine Months Ended

September 30, 

    

2021

    

2020

Revenues

$

50,466

$

42,946

Operating costs and expenses:

 

  

 

  

Direct operating costs

 

31,208

 

29,209

Selling and administrative expenses

 

19,767

 

13,663

Interest expense, net

 

18

 

113

 

50,993

 

42,985

Loss from operations

 

(527)

 

(39)

Gain on loan forgiveness

 

580

 

0

Income (loss) before provision for income taxes

 

53

 

(39)

Provision for income taxes

 

621

 

504

Consolidated net loss

 

(568)

 

(543)

Income (loss) attributable to non-controlling interests

 

(63)

 

25

Net loss attributable to Innodata Inc. and Subsidiaries

$

(505)

$

(568)

Loss per share attributable to Innodata Inc. and Subsidiaries:

 

  

 

  

Basic

$

(0.02)

$

(0.02)

Diluted

$

(0.02)

$

(0.02)

Weighted average shares outstanding:

 

  

 

  

Basic

 

26,459

 

24,427

Diluted

 

26,459

 

24,427

Comprehensive loss:

 

  

 

  

Consolidated net loss

$

(568)

$

(543)

Pension liability adjustment, net of taxes

 

32

 

24

Foreign currency translation adjustment

 

(480)

 

(281)

Change in fair value of derivatives, net of taxes

 

(532)

 

(33)

Other comprehensive loss

 

(980)

 

(290)

Total comprehensive loss

 

(1,548)

 

(833)

Less: Comprehensive income (loss) attributable to non-controlling interests

 

(63)

 

25

Comprehensive loss attributable to Innodata Inc. and Subsidiaries

$

(1,485)

$

(858)

See notes to Condensed Consolidated Financial Statements.

4

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

Nine Months Ended

 

September 30, 

    

2021

    

2020

Cash flows from operating activities:

 

  

 

  

Consolidated net loss

$

(568)

$

(543)

Adjustments to reconcile consolidated net loss to net cash

 

 

provided by operating activities:

 

 

Depreciation and amortization

2,054

1,720

Gain on loan forgiveness

(580)

0

Stock-based compensation

1,117

700

Deferred income taxes

 

(16)

 

(412)

Pension cost

308

596

Loss on disposal of property and equipment

0

33

Changes in operating assets and liabilities:

 

 

Accounts receivable

 

431

 

568

Prepaid expenses and other current assets

 

342

(297)

Other assets

 

214

 

(8)

Accounts payable and accrued expenses

 

2,895

 

814

Accrued salaries, wages and related benefits

 

976

 

1,729

Income and other taxes

 

(1,531)

 

753

Net cash provided by operating activities

 

5,642

 

5,653

Cash flows from investing activities:

 

 

Capital expenditures

 

(2,919)

 

(1,115)

Proceeds from disposal of property and equipment

0

39

Net cash used in investing activities

 

(2,919)

 

(1,076)

Cash flows from financing activities:

 

  

 

  

Proceeds from stock option exercises

2,214

167

Withholding taxes on net settlement of stock-based compensation

(763)

0

Payment of long-term obligations

 

(666)

 

(800)

Proceeds from bank loan

0

580

Net cash provided by (used in) financing activities

785

(53)

Effect of exchange rate changes on cash and cash equivalents

 

(138)

 

(62)

Net increase in cash and cash equivalents

 

3,370

 

4,462

Cash and cash equivalents, beginning of period

 

17,573

 

10,874

Cash and cash equivalents, end of period

$

20,943

$

15,336

Supplemental disclosures of cash flow information:

 

 

Shares withheld for withholding taxes on net settlement for stock-based compensation

$

763

$

0

Cash paid for income taxes

$

201

$

209

Cash paid for operating leases

$

1,312

$

1,777

Cash paid for interest

$

18

$

113

See notes to Condensed Consolidated Financial Statements.

5

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

(In thousands)

Accumulated 

Additional

Other

Common Stock

Paid-in

Retained

Comprehensive

Treasury Stock

    

Shares

    

Amount

    

Capital

    

Earnings

    

Loss

    

Shares

Amount

    

Total

January 1, 2021

28,984

$

289

$

31,921

$

4,833

$

(938)

3,184

$

(6,465)

$

29,640

Net income attributable to Innodata Inc. and subsidiaries

0

0

0

398

0

0

0

398

Stock-based compensation

0

0

278

0

0

0

0

278

Stock option exercises

690

4

605

0

0

0

0

609

Shares withheld for exercise settlement and taxes

(193)

1

(764)

0

0

0

0

(763)

Pension liability adjustments, net of taxes

0

0

0

0

11

0

0

11

Foreign currency translation adjustment

0

0

0

0

(21)

0

0

(21)

March 31, 2021

29,481

$

294

$

32,040

$

5,231

$

(948)

3,184

$

(6,465)

$

30,152

Net loss attributable to Innodata Inc. and subsidiaries

0

0

0

(103)

0

0

0

(103)

Stock-based compensation

0

0

336

0

0

0

0

336

Stock option exercises

556

5

1,136

0

0

0

0

1,141

Pension liability adjustments, net of taxes

0

0

0

0

11

0

0

11

Foreign currency translation adjustment

0

0

0

0

135

0

0

135

Change in fair value of derivatives, net of taxes

0

0

0

0

(267)

0

0

(267)

June 30, 2021

30,037

$

299

$

33,512

$

5,128

$

(1,069)

3,184

$

(6,465)

$

31,405

Net loss attributable to Innodata Inc. and subsidiaries

0

0

0

(800)

0

0

0

(800)

Stock-based compensation

0

0

503

0

0

0

0

503

Stock option exercises

300

4

460

0

0

0

0

464

Pension liability adjustments, net of taxes

0

0

0

0

10

0

0

10

Foreign currency translation adjustment

0

0

0

0

(594)

0

0

(594)

Change in fair value of derivatives, net of taxes

0

0

0

0

(265)

0

0

(265)

September 30, 2021

30,337

$

303

$

34,475

$

4,328

$

(1,918)

3,184

$

(6,465)

$

30,723

January 1, 2020

27,643

$

275

$

28,426

$

4,216

$

(920)

3,184

$

(6,465)

$

25,532

Net loss attributable to Innodata Inc. and Subsidiaries

0

0

0

(365)

0

0

0

(365)

Stock-based compensation

0

0

170

0

0

0

0

170

Pension liability adjustments, net of taxes

0

0

0

0

14

0

0

14

Foreign currency translation adjustment

0

0

0

0

(718)

0

0

(718)

Change in fair value of derivatives, net of taxes

0

0

0

0

(171)

0

0

(171)

March 31, 2020

27,643

275

28,596

3,851

(1,795)

3,184

(6,465)

24,462

Net loss attributable to Innodata Inc. and Subsidiaries

0

0

0

(557)

0

0

0

(557)

Stock-based compensation

0

0

298

0

0

0

0

298

Pension liability adjustments, net of taxes

0

0

0

0

11

0

0

11

Foreign currency translation adjustment

0

0

0

0

221

0

0

221

Change in fair value of derivatives, net of taxes

0

0

0

0

87

0

0

87

June 30, 2020

27,643

275

28,894

3,294

(1,476)

3,184

(6,465)

24,522

Revision adjustments

0

0

0

148

0

0

0

148

Net income attributable to Innodata Inc. and Subsidiaries

0

0

0

206

0

0

0

206

Stock option exercises

278

3

312

0

0

0

0

315

Stock-based compensation

0

0

232

0

0

0

0

232

Pension liability adjustments, net of taxes

0

0

0

0

(1)

0

0

(1)

Foreign currency translation adjustment

0

0

0

0

216

0

0

216

Change in fair value of derivatives, net of taxes

0

0

0

0

51

0

0

51

September 30, 2020

27,921

$

278

$

29,438

$

3,648

$

(1,210)

3,184

$

(6,465)

$

25,689

See notes to Condensed Consolidated Financial Statements.

6

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

1.           Summary of Significant Accounting Policies

Basis of Presentation - The condensed consolidated financial statements for the interim periods included herein are unaudited; however, they contain all adjustments (consisting of only normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the consolidated financial position of Innodata Inc. (including its subsidiaries, the “Company”) as of September 30, 2021 and December 31, 2020, the results of its operations and comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020, cash flows for the nine months ended September 30, 2021 and 2020, and stockholders’ equity for the three and nine months ended September 30, 2021 and 2020. The results of operations for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

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, 2020. 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, 2020.

Principles of Consolidation - The condensed consolidated financial statements include the accounts of Innodata Inc. and its wholly owned subsidiaries, and the Synodex and docGenix limited liability companies that are majority-owned by the Company. The non-controlling interests in the Synodex and docGenix limited liability companies are accounted for in accordance with the Financial Accounting Standards Board’s (the “FASB”) non-controlling interest guidance. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates - In preparing the condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates and assumptions used in the preparation of the condensed consolidated financial statements are reasonable, including assumptions about the possible effects of the novel coronavirus (“COVID-19”) pandemic on critical and significant accounting estimates. Actual results could differ from those estimates and changes in those estimates are recorded when known. Significant estimates include those related to the allowance for doubtful accounts and billing adjustments, useful life of long-lived assets, useful life of intangible assets, impairment of goodwill, valuation of deferred tax assets, valuation of stock-based compensation, litigation accruals and estimated accruals for various tax exposures.

Capitalized Software Development Costs - 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 costs and are amortized using the straight-line method over the software's estimated useful life, which ranges between three and ten years. All other research and maintenance costs are expensed as incurred. Capitalized software development costs in progress as of September 30, 2021 and December 31, 2020 were $0.4 million and $1.4 million, respectively. Completed capitalized software and development costs as of September 30, 2021 and December 31, 2020 were $8.2 million and $5.5 million, respectively.

Deferred Revenue - Deferred revenue represents payments received from clients in advance of providing services and amounts deferred if conditions for revenue recognition have not been met. Included in accrued expenses and other on the accompanying condensed consolidated balance sheets is deferred revenue amounting to $3.1 million and $1.2 million as of September 30, 2021 and December 31, 2020, respectively.

Revenue Recognition –  The Company’s revenue is recognized when services are rendered or goods are delivered to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services or goods as per the agreement with the customer. In cases where there are agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. For agreements with distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation, if any, and then evaluates how the services are performed for the customer to determine the timing of revenue recognition.

7

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

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 under agreements billed on a time-and-materials basis is recognized as services are performed. Revenue under fixed-fee agreements, which are not significant to overall revenue, 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 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 our functioning as a principal due to our 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.

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. Revenue is recognized on a gross basis if the Company is in the capacity of principal and on a net basis if it falls in the capacity of an agent.

Contract acquisition costs, which are included in prepaid expenses and other current assets, are amortized over the term of a subscription agreement or contract. The Company reviews these prepaid acquisition costs on a periodic basis to determine the need to adjust the carrying values for early-terminated contracts.

Foreign Currency - The functional currency of the Company's subsidiaries in the Philippines, India, Sri Lanka, Israel, Hong Kong and Canada (other than the Agility subsidiary) is the U.S. dollar. Transactions denominated in Philippine pesos, Indian and Sri Lankan rupees, Israeli shekels, Hong Kong and Canadian dollars are translated to U.S. dollars at rates that approximate those in effect on the transaction dates. All Monetary assets and liabilities denominated in foreign currencies on September 30, 2021 and December 31, 2020 are translated at the exchange rate in effect as of those dates. Non-monetary assets, liabilities and stockholders’ equity are translated at the appropriate historical rates. Included in direct operating costs were foreign exchange gains (losses) resulting from such transactions of approximately $348,000 and $13,000 for the three months ended September 30, 2021 and 2020, respectively, and $503,000 and $(221,000) for the nine months ended September 30, 2021 and 2020, respectively.

The functional currency for the Company’s subsidiaries in Germany and the United Kingdom and for the Company’s Agility subsidiary in Canada are the Euro, the Pound Sterling and the Canadian dollar, respectively. The financial statements of these subsidiaries are prepared in these respective currencies. Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s condensed consolidated financial statements. Revenues, expenses and cash flows are translated at weighted-average exchange rates prevailing during the fiscal periods, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying condensed consolidated statements of operations and comprehensive loss.

8

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

Derivative Instruments - The Company accounts for derivative transactions in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 825, “Financial Instruments”. For derivative instruments that are designated and qualify as cash flow hedges, the entire change in fair value of the hedging instrument is recorded in Other comprehensive income (loss). When the amounts recorded in Other comprehensive income (loss) are reclassified to earnings, they are 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.

Income Taxes – Estimated deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates, as well as any net operating loss or tax credit carryforwards expected to reduce taxes payable in future years. A valuation allowance is provided when it is more likely than not that all or some portion of the estimated deferred tax assets will not be realized. While the Company considers future taxable income in assessing the need for the valuation allowance, in the event that the Company anticipates that it will be able to realize the estimated deferred tax assets in the future in excess of its net recorded amount, an adjustment to the provision for deferred tax assets would increase income in the period such determination was made. Similarly, in the event that the Company anticipates that it will not be able to realize the estimated deferred tax assets in the future considering future taxable income, an adjustment to the provision for deferred tax assets would decrease income in the period such determination was made. Changes in the valuation allowance from period to period are included in the Company’s tax provision in the period of change. The Company indefinitely reinvests the foreign earnings in its foreign subsidiaries. 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.

In assessing the realization of deferred tax assets, management considered whether it is more likely than not that all or some portion of the U.S. and Canadian deferred tax assets will not be realizable. As the expectation of future taxable income resulting from the U.S. and Canadian entities cannot be predicted with certainty, the Company maintains a valuation allowance against all the U.S. and Canadian net deferred tax assets.

The Company accounts for income taxes regarding uncertain tax positions, and recognizes interest and penalties related to uncertain tax positions in Income tax expense in the condensed consolidated statements of operations and comprehensive income (loss).

Recent Accounting Pronouncements - In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the standard on January 1, 2021 and it had no material impact on the Company’s condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements” (“ASU 2016-13”). ASU 2016-13 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation amount that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses,” which clarifies ASC Topic 326, “Financial Instruments - Credit Losses” and corrects unintended application of the guidance, and in November 2019, the FASB issued ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses,” which clarifies or addresses specific issues about certain aspects of ASU 2016-13. In March 2020, the FASB issued ASU No. 2020-03, “Codification Improvements to Financial Instruments,” which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 is effective for certain smaller reporting companies for financial statements issued for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, which will be fiscal 2023 for the Company if it continues to be classified as a smaller reporting company, with early adoption permitted. The Company does not expect that the adoption of the new guidance will have a material impact on the Company’s condensed consolidated financial statements.

9

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

2.           Goodwill and Intangible Assets

The Company completed its annual impairment analysis procedures on its reporting units as of September 30, 2021. The Company determined that there was no impairment of long-lived assets, tangible or intangible, in any reporting units as of September 30, 2021.

The change in the carrying amount of goodwill for the nine months ended September 30, 2021 was as follows (in thousands):

Balance as of January 1, 2021

    

$

2,150

Foreign currency translation adjustment

 

(7)

Balance as of September 30, 2021

$

2,143

The fair value measurement of goodwill 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 which utilizes 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.

Information regarding the Company acquired intangible assets and capitalized developed software was as follows (in thousands):

Company Acquired Intangible Assets

Capitalized Developed Software

Capitalized

Capitalized

Software

Balance as of September 30, 2021

Trademarks 

Media

Software

Development

 

Developed

 

Customer

 

and

Contact

Development

Cost - Work in

    

technology

    

relationships

    

tradenames

    

Patents

    

Database

    

Cost

    

Progress

    

Total

Gross carrying amounts:

 

  

 

  

 

  

 

  

 

  

 

  

Balance as of January 1, 2021

$

3,175

$

2,228

$

882

$

45

$

3,670

$

5,507

$

1,360

$

16,867

Additions

-

-

-

-

-

376

1,357

1,733

Transfers

-

-

-

-

-

2,323

(2,323)

-

Foreign currency translation

 

(6)

 

-

 

(2)

 

-

 

(23)

(54)

24

 

(61)

Balance as of September 30, 2021

$

3,169

$

2,228

$

880

$

45

$

3,647

$

8,152

$

418

$

18,539

Accumulated amortization:

Balance as of January 1, 2021

$

1,844

$

1,192

$

629

$

29

$

1,650

$

1,492

$

-

$

6,836

Amortization expense

233

138

41

3

261

778

-

1,454

Foreign currency translation

2

1

-

1

2

(2)

-

4

Balance as of September 30, 2021

$

2,079

$

1,331

$

670

$

33

$

1,913

$

2,268

$

-

$

8,294

Net carrying values - September 30, 2021

$

1,090

$

897

$

210

$

12

$

1,734

$

5,884

$

418

$

10,245

The Company reclassified capitalized developed software, net of accumulated amortization, of $6.3 million and $5.4 million as of September 30, 2021 and December 31, 2020, respectively, from Property and equipment to Intangibles.

Amortization expense relating to Company acquired intangible assets was $0.2 million for the three months ended September 30, 2021 and $0.7 million for the nine months ended September 30, 2021.

10

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

Amortization expense relating to capitalized developed software was $0.3 million for the three months ended September 30, 2021 and $0.8 million for the nine months ended September 30, 2021.

As of September 30, 2021, estimated future amortization expense for intangible assets was as follows (in thousands):

Year

    

Amortization

2021

$

532

2022

 

2,203

2023

 

2,018

2024

 

1,590

2025

 

1,215

Thereafter

 

2,687

$

10,245

3.            Income Taxes

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 U.S. and Canadian 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 -month periods ended September 30, 2021 and 2020 are summarized in the table below:

For the Nine Months Ended September 30,

    

2021

    

2020

Federal income tax expense at statutory rate

 

21.0

%

(21.0)

%

Effect of:

 

Change in valuation allowance

2,468.8

(660.0)

Effect of Section 162 (m)

 

549.9

-

Foreign operations permanent difference - foreign exchange gains and losses

271.9

90.3

Change in tax rates

225.0

-

Tax effects of foreign operations

79.8

1,610.6

State income tax net of federal benefit

43.2

(120.1)

Return to provision true up

 

31.6

(14.8)

Foreign rate differential

(478.8)

(295.9)

Increase (decrease) in unrecognized tax benefits (ASC 740)

(490.0)

410.5

Effect of stock-based compensation

(1,573.2)

263.7

Other

 

22.5

29.0

Effective tax rate

 

1,171.7

%

1,292.3

%

11

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

The following table presents a roll-forward of the Company’s unrecognized tax benefits and associated interest for the nine months ended September 30, 2021 (in thousands):

    

Unrecognized

 

tax benefits

Balance - January 1, 2021

$

3,231

Tax settlement matters �� prior periods

 

(1,713)

Change in tax position

149

Interest accrual

 

84

Foreign currency remeasurement

 

(32)

Balance - September 30, 2021

$

1,719

The Company expects that unrecognized tax benefits as of September 30, 2021 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 $64.0 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 assessment of the Company’s 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 $160,000 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 $1.0 million recorded as a receivable. Based on the assessment of the Company’s counsel, the Company has not recorded any tax liability or allowance 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.

12

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

4.           Commitments and Contingencies

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 $6.8 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 $350,000 in the aggregate beyond recorded amounts are reasonably possible. If circumstances change, the Company may be required to record adjustments that could be material to its reported consolidated financial condition and results of operations.

5.            Stock Options and Restricted Shares

A summary of stock option activity under the Innodata Inc. 2013 Stock Plan, as amended and restated effective June 7, 2016 (the “Plan”), as of September 30, 2021, and changes during the nine months then ended, are presented below:

 

 

Weighted -

 

Weighted-Average

 

Number of

 

Average Exercise

 

Remaining Contractual

Aggregate

    

Options

    

Price

    

Term (years)

    

Intrinsic Value

Outstanding at January 1, 2021

 

5,906,884

$

1.61

 

  

 

  

Granted

 

750,000

 

6.76

 

  

 

  

Exercised

 

(1,546,288)

 

2.01

 

  

 

  

Forfeited/Expired

 

(20,000)

 

1.38

 

  

 

  

Outstanding at September 30, 2021

 

5,090,596

$

2.05

 

7.49

$

37,037,015

 

 

 

 

Exercisable at September 30, 2021

 

3,468,912

$

1.73

7.03

$

27,069,483

 

 

 

 

Vested and Expected to Vest at September 30, 2021

 

5,090,596

$

2.05

 

7.49

$

37,037,015

During the nine months ended September 30, 2021, a total of 1,546,288 options were exercised at an average price of $2.01 for net proceeds of $2.2 million.

13

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

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,

    

2021

    

2020

Weighted average fair value of options granted

$

3.56

$

0.61

Risk-free interest rate

0.22% - 0.82

%

0.29% - 0.56

%

Expected term (years)

3-6

5-6

Expected volatility factor

58% - 68

%

47% - 50

%

Expected dividends

NaN

NaN

A summary of outstanding restricted shares issued under the Plan as of September 30, 2021 are presented below:

 

Weighted-Average Grant

    

Number of Shares

    

Date Fair Value

Unvested at December 31, 2020

50,000

0

Granted

 

0

 

0

Vested

 

(25,000)

 

0

Forfeited/Expired

 

0

 

0

Unvested at September 30, 2021

 

25,000

$

1.38

The compensation cost related to non-vested stock options and restricted stock awards not yet recognized as of September 30, 2021 totaled approximately $2.7 million. The weighted-average period over which these costs will be recognized is twenty-six months.

The stock-based compensation expense related to the Company’s various stock awards was allocated as follows (in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30, 

September 30,

    

2021

    

2020

    

2021

    

2020

Direct operating costs

$

21

$

40

$

96

$

119

Selling and administrative expenses

 

482

 

192

 

1,021

 

581

Total stock-based compensation

$

503

$

232

$

1,117

$

700

6.            Operating Leases

The Company has various lease agreements for its offices and service delivery centers. The Company has determined that the risks and benefits related to the leased properties are retained by the lessors. Accordingly, these are accounted for as operating leases.

These lease agreements are for terms ranging from two to eleven years and, in most cases, provide for rental escalations ranging from 1.75% to 10%. Most of these agreements are renewable at the mutual consent of the parties to the contract.

14

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

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, 

    

2021

    

2020

    

2021

    

2020

Rent expense for long-term operating leases

$

393

$

402

$

1,169

$

1,266

Rent expense for short-term leases

 

59

 

122

143

511

Total rent expense

$

452

$

524

$

1,312

$

1,777

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, 2021 (in thousands):

Year

    

Amount

2021

$

389

2022

 

1,511

2023

 

1,255

2024

 

1,028

2025

 

1,043

2026 and thereafter

 

3,490

Total lease payments

 

8,716

Less: Interest

 

2,153

Net present value of lease liabilities

$

6,563

 

Current portion

$

1,056

Long-term portion

 

5,507

Total

$

6,563

The weighted average remaining lease terms and discount rates for all of the Company’s operating leases as of September 30, 2021 were as follows:

Weighted-average lease term remaining

    

56 months

Weighted-average discount rate

 

8.68

%

7.            Long-term obligations

Total long-term obligations as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands):

    

September 30,

    

December 31, 

 

2021

 

2020

Pension obligations - accrued pension liability

$

6,124

$

5,940

Settlement agreement

 

326

 

518

Capital lease obligations

 

0

 

209

Microsoft licenses

 

380

 

747

Bank loans payable

 

0

 

580

6,830

7,994

Less: Current portion of long-term obligations

 

1,130

 

1,712

Totals

$

5,700

$

6,282

15

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

8.           Comprehensive loss

Accumulated other comprehensive 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 loss as of September 30, 2021 and 2020, and reclassifications from Accumulated other comprehensive loss to earnings 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, 2021

$

(422)

$

(267)

$

(380)

$

(1,069)

Other comprehensive loss before reclassifications, net of taxes

 

-

 

(302)

 

(594)

 

(896)

Total other comprehensive loss before reclassifications, net of taxes

 

(422)

 

(569)

 

(974)

 

(1,965)

Net amount reclassified to earnings

 

10

 

37

 

-

 

47

Balance at September 30, 2021

$

(412)

$

(532)

$

(974)

$

(1,918)

Foreign Currency 

Pension Liability

Fair Value of

Translation 

Accumulated Other

    

Adjustment

    

Derivatives

    

Adjustment

    

Comprehensive Loss

Balance at January 1, 2021

$

(444)

$

-

$

(494)

$

(938)

Other comprehensive loss before reclassifications, net of taxes

 

-

 

(536)

 

(480)

 

(1,016)

Total other comprehensive loss before reclassifications, net of taxes

 

(444)

 

(536)

 

(974)

 

(1,954)

Net amount reclassified to earnings

 

32

 

4

 

-

 

36

Balance at September 30, 2021

$

(412)

$

(532)

$

(974)

$

(1,918)

Foreign Currency

    

Pension Liability

    

Fair Value of

    

Translation

    

Accumulated Other

 

Adjustment

Derivatives

 

Adjustment

 

Comprehensive Loss

Balance at July 1, 2020

$

(28)

$

(51)

$

(1,397)

$

(1,476)

Other comprehensive income before reclassifications, net of taxes

 

-

 

12

 

216

 

228

Total other comprehensive loss before reclassifications, net of taxes

 

(28)

 

(39)

 

(1,181)

 

(1,248)

Net amount reclassified to earnings

 

(1)

 

39

 

-

 

38

Balance at September 30, 2020

$

(29)

$

-

$

(1,181)

$

(1,210)

16

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

Foreign Currency

    

Pension Liability

    

Fair Value of

    

Translation

    

Accumulated Other

 

Adjustment

Derivatives

Adjustment

 

Comprehensive Loss

Balance at January 1, 2020

$

(53)

$

33

$

(900)

$

(920)

Other comprehensive loss before reclassifications, net of taxes

 

-

 

(154)

 

(281)

 

(435)

Total other comprehensive loss before reclassifications, net of taxes

 

(53)

 

(121)

 

(1,181)

 

(1,355)

Net amount reclassified to earnings

 

24

 

121

 

-

 

145

Balance at September 30, 2020

$

(29)

$

-

$

(1,181)

$

(1,210)

All reclassifications from Accumulated other comprehensive loss had an impact on Direct operating costs in the condensed consolidated statements of operations and comprehensive loss.

9.           Segment Reporting and Concentrations

The Company’s operations are classified in 3 reporting segments: DDS, Synodex and Agility.

The DDS segment provides a range of solutions and platforms for solving complex data challenges that companies face when they seek to obtain the benefits of artificial intelligence (“AI”) systems and analytics platforms. These include data annotation, data transformation, data curation and intelligent automation. The DDS segment also provides a variety of services for clients in the information industry that relate to content operations and product development.

The Synodex segment provides an intelligent data platform that transforms medical records into useable digital data organized in accordance with the Company’s proprietary data models or client data models.

The Agility segment provides an intelligent data 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 services are generated from its operations in the Philippines, India, Sri Lanka, Canada, Germany, the United Kingdom and Israel.

17

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

Revenues from external clients and segment operating profit (loss), and other reportable segment information for the periods presented were as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

Revenues:

 

  

 

  

  

 

  

DDS

$

13,237

$

10,526

$

37,997

$

30,793

Synodex

 

983

 

1,197

 

2,888

 

3,680

Agility

 

3,230

 

2,830

 

9,581

 

8,473

Total Consolidated

$

17,450

$

14,553

$

50,466

$

42,946

 

 

 

  

 

  

Income (loss) before provision for income taxes(1):

 

 

 

  

 

  

DDS

$

1,608

$

4

$

3,988

$

226

Synodex

 

(657)

 

79

 

(878)

 

356

Agility

 

(1,470)

 

60

 

(3,057)

 

(621)

Total Consolidated

$

(519)

$

143

$

53

$

(39)

 

 

 

  

 

  

Income (loss) before provision for income taxes(2):

 

 

 

  

 

  

DDS

$

1,509

$

(64)

$

3,740

$

27

Synodex

 

(584)

 

124

 

(711)

 

487

Agility

 

(1,444)

 

83

 

(2,976)

 

(553)

Total Consolidated

$

(519)

$

143

$

53

$

(39)

    

September 30, 2021

    

December 31, 2020

Total assets:

 

  

 

  

DDS

$

29,640

$

27,767

Synodex

 

714

 

457

Agility

 

28,479

 

29,030

Total Consolidated

$

58,833

$

57,254

    

September 30, 2021

    

December 31, 2020

Goodwill:

 

  

 

  

Agility

$

2,143

$

2,150

Total Consolidated

$

2,143

$

2,150

(1)Before elimination of any inter-segment profits
(2)After elimination of any inter-segment profits

18

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

The following table summarizes revenues by geographic region (determined and based upon customer’s domicile) (in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30, 

    

2021

    

2020

    

2021

    

2020

United States

$

9,467

$

6,613

$

26,761

$

19,561

United Kingdom

 

2,912

 

2,832

 

8,709

 

8,284

The Netherlands

 

1,750

 

1,704

 

5,012

 

5,003

Canada

 

1,469

 

1,434

 

4,556

 

4,304

Others - principally Europe

 

1,852

 

1,970

 

5,428

 

5,794

Totals

$

17,450

$

14,553

$

50,466

$

42,946

Long-lived assets as of September 30, 2021 and December 31, 2020 by geographic region were comprised of (in thousands):

    

September 30,

    

December 31, 

 

2021

 

2020

United States

$

4,367

$

4,045

 

  

 

  

Foreign countries:

 

  

 

  

Canada

 

9,238

 

9,044

Philippines

 

4,162

 

4,545

United Kingdom

 

1,577

 

1,759

India

 

1,140

 

930

Sri Lanka

 

194

 

319

Israel

 

-

 

1

Total foreign

 

16,311

 

16,598

Totals

$

20,678

$

20,643

Long-lived assets include the unamortized balance of right-of-use assets amounting to $5.9 million and $6.6 million as of September 30, 2021 and December 31, 2020, respectively.

NaN client in the DDS segment generated approximately 10% and 13% of the Company’s total revenues for the three months ended September 30, 2021 and 2020, respectively. NaN other client accounted for 10% or more of total revenues during these periods. Further, revenues from non-U.S. clients accounted for 46% and 55% of the Company’s total revenues for the three months ended September 30, 2021 and 2020, respectively. NaN client in the DDS segment generated approximately 11% and 14% of the Company's total revenues for the nine months ended September 30, 2021 and 2020, respectively. NaN other client accounted for 10% or more of total revenues during these periods. Further, revenues from non-U.S. clients accounted for 47% and 54% of the Company’s total revenues for the nine months ended September 30, 2021 and 2020, respectively.

As of September 30, 2021, approximately 44% of the Company’s accounts receivable was from foreign (principally European) clients and 34% of the Company’s accounts receivable was due from 3 clients. As of December 31, 2020, approximately 55% of the Company’s accounts receivable was from foreign (principally European) clients and 36% of the Company’s accounts receivable was due from 3 clients.

19

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

10.          Income (Loss) Per Share

For the Three Months Ended

For the Nine Months Ended

September 30, 

September 30, 

    

2021

    

2020

    

2021

    

2020

(in thousands)

(in thousands)

Net income (loss) attributable to Innodata Inc. and Subsidiaries

$

(800)

$

206

$

(505)

$

(568)

Weighted average common shares outstanding

 

26,971

 

24,470

 

26,459

 

24,427

Dilutive effect of outstanding options

 

0

 

790

 

0

 

0

Adjusted for dilutive computation

 

26,971

 

25,260

 

26,459

 

24,427

Basic income (loss) per share is computed using the weighted-average number of common shares outstanding during the year. Diluted income per share is computed by considering the impact of the potential issuance of common shares, using the treasury stock method, on the weighted-average number of shares outstanding. For those securities that are not convertible into a class of common stock, the two-class method of computing loss per share is used.

Options to purchase 5.1 million shares of common stock for the three months ended September 30, 2021 were outstanding but not included in the computation of diluted loss per share because the effect would have been anti-dilutive. Options to purchase 2.3 million shares of common stock for the three months ended September 30, 2020 were outstanding but not included in the computation of diluted income per share because the exercise price of the options was greater than the average market price of the common shares.

Options to purchase 5.1 million and 7.0 million shares of common stock for the nine months ended September 30, 2021 and 2020, respectively, were outstanding but not included in the computation of diluted loss per share because the effect would have been anti-dilutive.

11.          Derivatives

The Company conducts a large portion of its operations in international markets, which subject it to foreign currency fluctuations.  The most significant foreign currency exposures occur when revenue and associated accounts receivable are collected in one currency and expenses to generate that revenue are incurred in another currency. The Company is also subject to wage inflation and other government mandated increases and operating expenses in Asian countries where the Company has the majority of its operations. The Company’s primary inflation and exchange rate exposure relates to payroll, other payroll costs and operating expenses in the Philippines, India, Sri Lanka and Israel.

In addition, although most of the Company’s revenue is denominated in U.S. dollars, a significant portion of total revenues is denominated in Canadian dollars, Pound Sterling and Euros.

The Company's policy is to enter derivative instrument contracts with terms that coincide with the underlying exposure being hedged for a period up to 12 months. As such, the Company's derivative instruments are expected to be highly effective. For derivative instruments that are designated and qualify as cash flow hedges, the entire change in fair value of the hedging instrument is recorded to Other comprehensive income (loss). Upon settlement of these contracts, the change in the fair value recorded in Other comprehensive income (loss) are reclassified to earnings and included as part of Direct operating costs. For derivative instruments that are not designated as hedges, any change in fair value is recorded directly in earnings as part of Direct operating costs.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. The Company does not hold or issue derivatives for trading purposes.  All derivatives are recognized at their fair value and classified based on the instrument’s maturity date. The total notional amount for outstanding derivatives designated as hedges was $21.5 million as of September 30, 2021. There were 0 outstanding derivatives not designated as hedges as of September 30, 2021. The total notional amount for outstanding derivatives not designated as hedges was $7.0 million as of December 31, 2020.

20

INNODATA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

The following table presents the fair value of derivative instruments included within the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 (in thousands):

Balance Sheet Location

Fair Value

    

    

2021

    

2020

Derivatives designated as hedging instruments:

 

  

 

  

 

  

Foreign currency forward contracts

 

Accrued expenses

$

532

$

-

Derivatives not designated as hedging instruments:

 

  

 

  

 

  

Foreign currency forward contracts

 

Prepaid expenses and other current assets

$

-

$

48

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, 2021 and 2020 were as follows (in thousands):

 

For the Three Months Ended

For the Nine Months Ended

 

September 30, 

September 30, 

    

2021

    

2020

    

2021

    

2020

Net loss recognized in OCI(1)

$

(302)

$

12

$

(536)

$

(154)

Net loss reclassified from accumulated OCI into income(2)

$

37

$

39

$

4

$

121

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.

21

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

Disclosures in this Quarterly Report on Form 10-Q (this “Report”) contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These forward-looking statements include, without limitation, statements concerning our operations, economic performance, and financial condition. Words such as “project,” “believe,” “expect,” “can,” “continue,” “could,” “intend,” “may,” “should,” “will,” “anticipate,” “indicate,” “predict,” “likely,” “estimate,” “plan,” “potential,” or the negatives thereof, and other similar expressions generally identify forward-looking statements.

These forward-looking statements are based on management’s current expectations, assumptions and estimates and are subject to a number of risks and uncertainties, including, without limitation, the expected or potential effects of the novel coronavirus (“COVID-19”) pandemic and the responses of governments, the general global population, our customers, and the Company thereto;  that contracts may be terminated by clients; projected or committed volumes of work may not materialize; continuing reliance on project-based work in the Digital Data Solutions (“DDS”) segment and the primarily at-will nature of such contracts and the ability of these clients to reduce, delay or cancel projects; the likelihood of continued development of the markets, particularly new and emerging markets, that our services support; continuing DDS segment revenue concentration in a limited number of clients; potential inability to replace projects that are completed, canceled or reduced; our dependency on content providers in our Agility segment; difficulty in integrating and deriving synergies from acquisitions, joint venture and strategic investments; potential undiscovered liabilities of companies and businesses that we may acquire; potential impairment of the carrying value of goodwill and other acquired intangible assets of companies and businesses that we acquire; changes in our business or growth strategy, such as our re-design of our solutions and product portfolio in 2019; a continued downturn in or depressed market conditions, whether as a result of the COVID-19 pandemic or otherwise; changes in external market factors; the ability and willingness of our clients and prospective clients to execute business plans that give rise to requirements for our services; changes in our business or growth strategy; the emergence of new, or growth in existing competitors; various other competitive and technological factors; the Company’s use of and reliance on information technology systems, including potential security breaches, cyber-attacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, client, employee or Company information, or service interruptions; and other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

Our actual results could differ materially from the results referred to in forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, uncertainty around the COVID-19 pandemic and the effects of the global response thereto and the risks discussed in Part I, Item 1A. “Risk Factors,” in “Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other parts of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 15, 2021, and in other filings that we may make with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements will occur, and you should not place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof.

We undertake no obligation to update or review any guidance or other forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the federal securities laws.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Innodata Inc. and its subsidiaries and should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes to condensed consolidated financial statements contained in Part I, Item 1 of this Report.

Business Overview

Innodata Inc. (including its subsidiaries, the “Company”, “Innodata”, “we”, “us” or “our”) is a global data engineering company. We solve complex data challenges using artificial intelligence (“AI”) and human expertise.

We provide large-scale data annotation services and platforms to companies who require high-quality data for training AI and machine learning (“ML”) algorithms. We also provide AI/ML-based solutions to help companies apply AI/ML to real-world problems relating to analyzing and deriving insights from documents. For industry-specific, document-intensive industry use cases, we provide AI-augmented software-as-a-service (“SaaS”) platforms and discrete managed services.

22

Our platforms and services are powered by Goldengate, our proprietary AI/ML platform, as well as other technologies we have developed. In addition, we bring to bear 4,000+ employees spanning nine countries with expertise in data pertaining to many professional fields. Our hybrid approach of using AI/ML in conjunction with human experts enables us to deliver superior data quality with even the most complex and sensitive data.

We developed our capabilities and honed our customer- and quality-centric culture progressively over the last 30 years creating high-quality data for many of the world’s most demanding information companies. Approximately five years ago, we formed Innodata Labs, a research and development (“R&D”) center, to research, develop and apply ML and emerging AI to our large-scale, human-intensive data operations. In 2019, we began packaging the capabilities that emerged from our R&D efforts in order to align with several fast-growing new markets and help companies use AI/ML to drive performance benefits and business insights. We anticipate this strategy will enable us to accelerate growth.

Data Annotation

We train AI algorithms for social media companies, robotics companies, financial services companies, and many others, working with images, text, video and audio. Data sciences teams seek partners that can perform data preparation functions for them at large-scale and at high quality, while using automated tools to minimize cost. Moreover, as AI projects become more specialized and mission-critical, data preparation is becoming increasingly complex, requiring deep domain knowledge and an infrastructure in which data security is assured.

We utilize a variety of leading third-party image and video annotation tools. For text, we use our proprietary text annotation platform that incorporates AI to reduce cost while improving consistency and quality of output. Our proprietary text annotation platform features auto-tagging capabilities that apply to both classical and generative AI tasks. It also encapsulates many of the innovations we have conceived of in the course of our 30-year history of creating high-quality data.

AI/ML Solutions

We also provide AI/ML solutions to companies that intensively process textual data and seek to obtain the benefits of AI/ML technologies without having to develop AI/ML engineering capabilities in-house. For such companies, we often integrate one or more of our pre-trained text processing algorithms as a foundation for an overall solution. Our algorithms are accessible as microservices via application programming interfaces (“APIs”), enabling easy integration.

In conjunction with AI/ML solutions, we often provide a range of data engineering support services, including data transformation, data curation, data hygiene, data consolidation, data compliance, and master data management.

Our customers span a diverse range of industries and a wide range of AI use cases, benefiting from the short time-to-value and high economic returns our AI/ML solutions provide.

AI/ML Industry Platforms

Our industry platforms address specific, niche market requirements that we believe we can fulfill in large part with our AI/ML technologies. We deploy these industry platforms as SaaS and as managed services. To date, we have built an industry platform for medical records data extraction and transformation (which we brand as “Synodex®”) and for marketing communications/public relations news distribution and monitoring (which we brand as “Agility PR Solutions”).

Our Synodex industry platform transforms medical records into useable digital data organized in accordance with our proprietary data models or client data models. At the end of 2020, we had 20 clients utilizing our Synodex platform, including John Hancock Insurance, the insurance operating unit of John Hancock Financial (a division of Manulife) and one of the largest life insurers in the United States.

Our Agility industry platform provides marketing communications and public relations professionals with the ability to target and distribute content to journalists and social media influencers world-wide and to monitor and analyze global news (print, web, radio and TV) and social media.

Our operations are presently classified and reported in three reporting segments: DDS, Synodex and Agility.

23

Prevailing Economic Conditions and Seasonality

Prevailing Economic Conditions

The novel coronavirus disease 2019, which the World Health Organization declared as a pandemic on March 11, 2020, continues to spread throughout the world. COVID-19 has created significant global economic downturn, disrupted global trade and supply chains, adversely impacted many industries, caused federal and regional governments to impose substantial restrictions on the operations of non-essential businesses and contributed to significant declines and volatility in financial markets.

While the pandemic presented, and may in the future present, new risks to our business and there have been logistical and other challenges, there was no material adverse impact on our results of operations for the three or nine months ended September 30, 2021.

The situation surrounding the COVID-19 crisis remains fluid and the extent and duration of its impact to the economy remains unclear. For this reason, we cannot reasonably estimate with any degree of certainty the future impact that it may have on our results of operations and financial condition. The potential for a material impact on our results of operations and financial position increases the longer COVID-19 affects the level of economic activity in the United States and globally.

With the current level of demand for our services, we believe we have existing cash and cash equivalents that provide sufficient sources of liquidity to satisfy our financial needs for at least the next 12 months from the date of the filing of this Report (refer to Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information). In the event we experience a significant or prolonged reduction in revenues, the likelihood of which is uncertain, we would seek to manage our liquidity by reducing capital expenditures, deferring investment activities, and reducing operating costs as we would likely have no other sources of liquidity to support ongoing operations in a manner that is not significantly detrimental to the business.

Seasonality

Our quarterly operating results are subject to certain fluctuations. We experience fluctuations in our revenue and earnings as we replace and begin new projects, which may have some normal start-up delays, or we may be unable to replace a project entirely. These and other factors may contribute to fluctuations in our operating results from quarter to quarter. In addition, as some of our Asian facilities are closed during holidays in the fourth quarter, we typically incur higher wages, due to overtime, that reduce our margins.

Our Synodex subsidiary experiences seasonal fluctuations in revenues. Typically, revenue is lowest in the third quarter of the calendar year and highest in the fourth quarter of the calendar year. The seasonality is directly linked to the number of life insurance applications received by the insurance companies.

For further information refer to the risk factor titled “Quarterly fluctuations in our revenues and results of operations could make financial forecasting difficult and could negatively affect our stock price.” in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020.

Results of Operations

Amounts in the MD&A below have been rounded. All percentages have been calculated using rounded amounts.

Three Months Ended September 30, 2021 and 2020

Revenues

Total revenues were $17.5 million for the three months ended September 30, 2021, compared to $14.6 million for the three months ended September 30, 2020, an increase of approximately $2.9 million or 20%. The increase was primarily attributable to new clients and higher volume in the DDS and Agility segments, offset in part by a decrease in volume in the Synodex segment.

Revenues from the DDS segment were $13.3 million for the three months ended September 30, 2021, compared to $10.6 million for the three months ended September 30, 2020, an increase of approximately $2.7 million or 25%. The increase was primarily attributable to two new clients.

Revenues from the Synodex segment were $1.0 million for the three months ended September 30, 2021, compared to $1.2 million for the three months ended September 30, 2020, a decrease of approximately $0.2 million or 17%. The decrease was primarily attributed to lower volumes from two existing clients.

24

Revenues from the Agility segment were $3.2 million for the three months ended September 30, 2021, compared to $2.8 million for the three months ended September 30, 2020, an increase of approximately $0.4 million or 14%. The increase was principally attributable to higher volumes from subscriptions to our Agility AI-enabled industry platform and newswire product.

One client in the DDS segment generated approximately 10% and 13% of the Company’s total revenues for the three months ended September 30, 2021 and 2020, respectively. No other client accounted for 10% or more of total revenues during these periods. Further, revenues from non-U.S. clients accounted for 46% and 55% of the Company’s total revenues for the three months ended September 30, 2021 and 2020, respectively.

Direct Operating Costs

Direct operating costs consist of direct and indirect labor costs, occupancy costs, data center hosting fees, content acquisition costs, depreciation and amortization, travel, telecommunications, computer services and supplies, realized gain (loss) on forward contracts, foreign currency revaluation gain (loss), and other direct expenses that are incurred in providing services to our clients.

Direct operating costs were $10.7 million and $9.8 million for the three months ended September 30, 2021 and 2020, respectively, an increase of $0.9 million. The increase was primarily due to higher direct and indirect labor costs of $1.2 million, offset in part by  $0.3 million of foreign exchange gains. Direct operating costs as a percentage of total revenues were 61% and 67% for the three months ended September 30, 2021 and 2020, respectively. The decrease in direct operating costs as a percentage of total revenues was primarily attributable to increased revenues in the DDS and Agility segments, offset in part by decreased revenues in the Synodex segment and increased direct operating costs in all segments.

Direct operating costs for the DDS segment were approximately $7.7 million and $7.4 million for the three months ended September 30, 2021 and 2020, respectively, an increase of $0.3 million. The increase was primarily due to higher direct and indirect labor costs of $0.6 million, offset in part by $0.3 million of foreign exchange gains. Direct operating costs as percentage of DDS segment revenues were 58% and 70% for the three months ended September 30, 2021 and 2020, respectively. The decrease in direct operating costs as a percentage of segment revenues was primarily attributable to increased revenues, offset in part by an increase in direct operating costs.

Direct operating costs for the Synodex segment was $1.2 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively, an increase of $0.3 million. The increase was primarily due to an increase in direct labor costs in anticipation of increased revenues in the coming quarters. Direct operating costs for the Synodex segment as a percentage of Synodex segment revenues were 120% and 75% for the three months ended September 30, 2021 and 2020, respectively. The increase in direct operating costs as a percentage of segment revenues was due to an increase in direct operating costs and a decrease in revenues.

Direct operating costs for the Agility segment were $1.8 million and $1.5 million for the three months ended September 30, 2021 and 2020, respectively, an increase of $0.3 million. The increase was primarily due to higher software amortization costs during the quarter. Direct operating costs for the Agility segment as a percentage of Agility segment revenues were 56% and 54% for the three months ended September 30, 2021 and 2020, respectively. The increase in direct operating costs as a percentage of segment revenues was primarily due to increase in direct operating costs offset in part by increased revenues from subscriptions to our Agility intelligent data platform and newswire products.

Selling and Administrative Expenses

Selling and administrative expenses consist of management and administrative salaries, sales and marketing costs including commissions, new services research and related software development, third-party software, advertising and trade conferences, professional fees and consultant costs, and other administrative overhead costs.

Selling and administrative expenses were $7.3 million and $4.6 million for the three months ended September 30, 2021 and 2020, respectively, an increase of $2.7 million. The increase was primarily due to higher payroll and payroll related costs for new hires, stock-based compensation, commissions, incentives, bonuses, and recruitment and professional fees to support the revenue growth plan across all business segments of $2.2 million, higher marketing related activities of $0.4 million, and a $0.1 million increase in other selling and administrative costs. Selling and administrative expenses as a percentage of total revenues were 42% and 32% for the three months ended September 30, 2021 and 2020, respectively. The increase in selling and administrative expenses as a percentage of total revenues was primarily attributable to higher expenditures in all segments, and decreased revenues in the Synodex segment, offset in part by increased revenues in the DDS and Agility segments.

25

Selling and administrative expenses for the DDS segment were $4.1 million and $3.3 million for the three months ended September 30, 2021 and 2020, respectively, an increase of $0.8 million. This increase was primarily due to higher payroll and payroll related costs of $0.8 million for new hires, commission, and bonuses. Selling, and administrative expenses as a percentage of DDS revenues were 31% for each of the three-month periods ended September 30, 2021 and 2020.

Selling and administrative expenses for the Synodex segment were $0.3 million and $0.2 million for the three months ended September 30, 2021 and 2020, respectively, an increase of $0.1 million. Selling and administrative expenses for the Synodex segment as a percentage of Synodex segment revenues were 30% and 17% for the three months ended September 30, 2021 and 2020, respectively. The increase in selling and administrative expenses as a percentage of segment revenues was primarily attributable to higher expenditures and lower revenues.

Selling and administrative expenses for the Agility segment were $2.9 million and $1.1 million for the three months ended September 30, 2021 and 2020, respectively, an increase of $1.8 million. This increase was primarily due to higher payroll and payroll related costs of $1.2 million for new hires, stock-based compensation, commissions, incentives, marketing related activity costs of $0.4 million, recruitment fees of $0.1 million and other selling and administrative activities of $0.1 million. Selling and administrative expenses for the Agility segment as a percentage of Agility segment revenues were 91% and 39% for the three months ended September 30, 2021 and 2020, respectively. The increase in selling and administrative expenses as a percentage of segment revenues was primarily due to higher expenditures, offset in part by an increase in revenues.

Income Taxes

We recorded a provision for income taxes of $0.3 million for the three months ended September 30, 2021, compared to a tax benefit of $0.1 million for the three months ended September 30, 2020.

Taxes primarily consist of a provision for foreign taxes recorded in accordance with the local tax regulations by our foreign subsidiaries. Effective income tax rates are disproportionate due to the losses incurred by our U.S. entity and our Canadian subsidiaries, and a valuation allowance recorded on deferred taxes on these entities and tax effects of foreign operations, including foreign exchange gains and losses.

Net Loss

We incurred a net loss of $0.8 million during the three months ended September 30, 2021, compared to a net income of $0.2 million during the three months ended September 30, 2020. The $1.0 million change was a result of higher operating costs in all segments in the current quarter, offset in part by higher revenues in the DDS and Agility segments.

Net income for the DDS segment was $1.2 million for the three months ended September 30, 2021, compared to a net loss of $0.1 million for the three months ended September 30, 2020. The improvement of $1.3 million was primarily attributable due to higher revenues, partially offset by an increase in operating costs in the current quarter.

Net loss for the Synodex segment was $0.5 million for the three months ended September 30, 2021, compared to a net income of $0.1 million for the three months ended September 30, 2020. The $0.6 million change was due to higher operating expenses and lower revenues in the current quarter.

Net loss for the Agility segment was $1.5 million for the three months ended September 30, 2021, compared to net income of $0.2 million for the three months ended September 30, 2020. The $1.7 million change was due to higher operating costs, offset in part by higher revenues in the current quarter.

Nine months Ended September 30, 2021 and 2020

Revenues

Total revenues were $50.5 million for the nine months ended September 30, 2021, compared to $42.9 million for the nine months ended September 30, 2020, an increase of $7.6 million or 18%. The increase was primarily attributable to new clients and higher volume in the DDS and Agility segments, offset in part by a decrease in volume in the Synodex segment.

Revenues from the DDS segment were $38.0 million and $30.7 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately $7.3 million or 24%. The increase in revenues was primarily attributable to higher volume from two existing clients and two new clients.

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Revenues from the Synodex segment were $2.9 million and $3.7 million for the nine months ended September 30, 2021 and 2020, respectively, a decrease of $0.8 million or 22%. The decrease was primarily attributable to lower volumes from three existing clients.

Revenues from the Agility segment were $9.6 million and $8.5 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of $1.1 million or 13%. The increase was attributable to higher volumes from subscriptions to our Agility AI-enabled industry platform and newswire product.

One client in the DDS segment generated approximately 11% and 14% of the Company’s total revenues for the nine months ended September 30, 2021 and 2020, respectively. No other client accounted for 10% or more of total revenues during these periods. Further, revenues from non-U.S. clients accounted for 47% and 54% of the Company’s total revenues for the nine months ended September 30, 2021 and 2020, respectively.

Direct Operating Costs

Direct operating costs consist of direct and indirect labor costs, occupancy costs, data center hosting fees, content acquisition costs, depreciation and amortization, travel, telecommunications, computer services and supplies, realized gain (loss) on forward contracts, foreign currency revaluation gain (loss), and other direct expenses that are incurred in providing services to our clients.

Direct operating costs were $31.2 million and $29.2 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of $2.0 million. This increase was primarily due to direct and indirect labor costs of $3.2 million, offset in part by a $0.8 million foreign exchange gain and a $0.4 million decrease in other direct operating expenditures. Direct operating costs as a percentage of total revenues were 62% and 68% for the nine months ended September 30, 2021 and 2020, respectively. The decrease in direct operating costs as a percentage of total revenues was primarily attributable to increased revenues in the DDS and Agility segments, offset in part by decreased revenues in the Synodex segment and increased direct operating costs in all segments.

Direct operating costs for the DDS segment were approximately $23.1 million and $21.7 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of $1.4 million. This increase was primarily due to an increase in direct and indirect labor costs of $2.8 million, offset by a $0.8 million foreign exchange gain and a $0.6 million reduction in other direct operating expenditures. Direct operating costs for the DDS segment as a percentage of DDS segment revenues were 61% and 71% for the nine months ended September 30, 2021 and 2020, respectively. The decrease in direct operating costs as a percentage of segment revenues was primarily attributable to higher revenues, offset in part by an increase in direct operating costs.

Direct operating costs for the Synodex segment were $2.7 million and $2.6 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of $0.1 million. The increase was primarily due to an increase in technology and direct labor costs in anticipation of increased revenues in the coming quarters. Direct operating costs for the Synodex segment as a percentage of Synodex segment revenues were 93% and 70% for the nine months ended September 30, 2021 and 2020, respectively. The increase in direct operating costs as a percentage of segment revenues during the quarter was primarily due to lower revenues and an increase in direct operating costs.

Direct operating costs for the Agility segment were $5.4 million and $4.9 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of $0.5 million. The increase was due to higher software amortization costs and new hires during the current period. Direct operating costs for the Agility segment as a percentage of Agility segment revenues were 56% and 58% for the nine months ended September 30, 2021 and 2020, respectively. The decrease in direct operating costs as a percentage of segment revenues during the quarter was primarily due to higher revenue from subscriptions to our Agility AI-enabled platform and newswire products, offset in part by an increase in direct operating costs.

Selling and Administrative Expenses

Selling and administrative expenses consist of management and administrative salaries, sales and marketing costs including commissions, new services research and related software development, third-party software, advertising and trade conferences, professional fees and consultant costs, and other administrative overhead costs.

Selling and administrative expenses were $19.8 million and $13.8 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of $6.0 million. This increase was primarily due to higher payroll and payroll related costs of $4.9 million for new hires, commissions, stock-based compensation, incentives, and bonuses, and higher marketing related costs of $1.1 million. Selling and administrative expenses as a percentage of total revenues were 39% and 32% for the nine months ended September 30, 2021 and 2020, respectively. The increase in selling and administrative expenses as a percentage of total revenues was primarily attributable

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to higher expenditures in all segments and decreased revenues in the Synodex segment, offset in part by increased revenues in the DDS and Agility segments.

Selling and administrative expenses for the DDS segment were $11.8 million and $9.3 million for the nine months ended September 30, 2021 and 2020 respectively, an increase of $2.5 million. This increase was primarily due to higher payroll and payroll related costs of $2.2 million for new hires, commissions, stock-based compensation, and incentives, and an increase in marketing related costs of $0.3 million. DDS selling and administrative expenses as percentage of DDS revenues were 31% and 30% for the nine months ended September 30, 2021 and 2020, respectively. The increase in selling and administrative expenses as a percentage of DDS revenues was primarily attributable to higher expenditures, offset in part by increased revenues.

Selling and administrative expenses for the Synodex segment were $0.9 million and $0.6 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of $0.3 million. The increase was primarily due to new hires. Selling and administrative expenses for the Synodex segment as a percentage of Synodex segment revenues were 31% and 16% for the nine months ended September 30, 2021 and 2020, respectively. The increase in selling and administrative expenses as a percentage of total revenues was attributable to higher expenditures and lower revenues.

Selling and administrative expenses for the Agility segment were $7.1 million and $3.9 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of $3.2 million. This increase was primarily due to higher payroll and payroll-related costs of $2.5 million for new hires, commissions, stock-based compensation, and incentives, higher marketing related costs of $0.5 million, and an increase in professional and recruitment fees of $0.2 million. Selling and administrative expenses for the Agility segment as a percentage of Agility segment revenues were 74% and 46% for the nine months ended September 30, 2021 and 2020, respectively. The increase in selling and administrative expenses as a percentage of total revenues was primarily attributable to higher expenditures, offset in part by higher revenues.

Gain on PPP Loan Forgiveness

On May 4, 2020, the Company received loan proceeds of $579,700 under the Paycheck Protection Program which was established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020, as amended. On May 21, 2021, the Small Business Administration approved the Company’s loan forgiveness application for 100% of the loan proceeds.

Income Taxes

We recorded a provision for income taxes of $0.6 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively. The $0.1 million increase is primarily due to a higher tax provision for our foreign subsidiaries in the nine months ended September 30, 2021.

Taxes primarily consist of a provision for foreign taxes recorded in accordance with the local tax regulations by our foreign subsidiaries. Effective income tax rates are disproportionate due to the losses incurred by our U.S. entity and our US and Canadian subsidiaries, and a valuation allowance recorded on deferred taxes on these entities and tax effects of foreign operations, including foreign exchange gains and losses.

Net Loss

Net loss was $0.6 million for the nine months ended September 30, 2021, compared to a net loss of $0.5 million for the nine months ended September 30, 2020.

Net income for the DDS segment was $3.0 million for the nine months ended September 30, 2021, compared to a net loss of $0.7 million for the nine months ended September 30, 2020. The improvement of $3.7 million was primarily attributable to a higher operating income of $3.2 million and a gain from the PPP loan forgiveness of $0.6 million, offset in part by a higher tax provision of $0.1 million in the current nine month period.

Net loss for the Synodex segment was $0.7 million for the nine months ended September 30, 2021, compared to a net income of $0.5 million for the nine months ended September 30, 2020. The $1.2 million change was due to lower revenues and higher expenses in the current nine month period.

Net loss for the Agility segment was $2.9 million for the nine months ended September 30, 2021, compared to a net loss of $0.3 million for the nine months ended September 30, 2020. The $2.6 million increase in net loss was due to higher operating costs partially offset by higher revenues in the current nine month period.

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Liquidity and Capital Resources

Selected measures of liquidity and capital resources, expressed in thousands, were as follows:

    

September 30,

    

December 31,

2021

2020

Cash and cash equivalents

$

20,943

$

17,573

Working capital

 

13,516

 

13,515

At September 30, 2021, we had cash and cash equivalents of $20.9 million, of which $13.5 million was held by our foreign subsidiaries, and $7.4 million was held in the United States. Despite our ability under existing tax law to repatriate funds from overseas after paying the toll charge, it is our intent as of September 30, 2021, to indefinitely reinvest the overseas funds in our foreign subsidiaries on account of the withholding tax that we would have to incur on the actual remittances.

We have used, and plan to use, our cash and cash equivalents for (i) hiring of sales personnel; (ii) the expansion of our other operations; (iii) technology innovation; (iv) product management and strategic marketing; (v) general corporate purposes, including working capital; and (vi) possible business acquisitions. We had working capital of approximately $13.5 million as of September 30, 2021 and December 31, 2020.

We believe that our existing cash and cash equivalents and internally generated funds will provide sufficient sources of liquidity to satisfy our financial needs for at least the next 12 months from the date of this Report. However, we have no bank facilities or lines of credit. Reductions in our cash and cash equivalents from operating losses, capital expenditures, adverse legal decisions, acquisitions or otherwise could materially and adversely affect the Company.

Cash Flows

Net Cash Provided by Operating Activities

Cash provided by our operating activities for the nine months ended September 30, 2021 was $5.6 million primarily on account of the following factors: our net loss for the period of $0.6 million; a source of $2.9 million from non-cash expenses consisting of depreciation and amortization of $2.1 million, stock-based compensation of $1.1 million and pension cost of $0.3 million, offset in part by a gain on loan forgiveness of $0.6 million. Net changes from working capital accounts further contributed an additional source of $3.3 million. Refer to the condensed consolidated statements of cash flows for further details.

Cash provided by our operating activities for the nine months ended September 30, 2020 was $5.7 million primarily on account of the following factors: our net loss for the period of $0.5 million; a source of $2.6 million from non-cash expenses consisting of depreciation and amortization of $1.7 million, stock-based compensation of $0.7 million and pension cost of $0.6 million, offset in part by an increase in deferred tax provisions of $0.4 million; net changes from working capital accounts that contributed an additional source of $3.6 million. Refer to the condensed consolidated statements of cash flows for further details.

Net Cash Used in Investing Activities

For the nine months ended September 30, 2021 and 2020, cash used in our investing activities was $2.9 million and $1.1 million, respectively. These expenditures principally consisted of purchases of technology equipment including servers, network infrastructure and workstations.

During the next 12 months, we anticipate that capital expenditures for ongoing technology, equipment and infrastructure upgrades will approximate $3.5 million to $4 million.

The source of funds for the anticipated capital expenditures is expected to be cash generated from our operations.

Net Cash Provided by (Used in)Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2021 was from proceeds from stock option exercises of $2.2 million. Cash paid for withholding taxes on net settlement exercises for the nine months ended September 30, 2021 was $0.8 million. Payments of long-term obligations were $0.7 million and $0.8 million for the nine months ended September 30, 2021 and 2020, respectively.

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Critical Accounting Policies and Estimates

Our discussion and analysis of our results of operations, liquidity and capital resources is based on our condensed consolidated financial statements, which have been prepared in conformity with U.S. GAAP. The preparation of the condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts and billing adjustments, long-lived assets, intangible assets, goodwill, valuation of deferred tax assets, value of securities underlying stock-based compensation, litigation accruals, pension benefits, purchase price allocation of Agility, valuation of derivative instruments and estimated accruals for various tax exposures. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our condensed consolidated results of operations and financial position.

The significant accounting policies used in preparing our condensed consolidated financial statements contained in this Report are the same as those described in the Company’s Annual Report on Form 10-K, unless otherwise noted, and we believe those critical accounting policies affect our more significant estimates and judgments in the preparation of our condensed consolidated financial statements.

Off-Balance Sheet Arrangements

None.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable for smaller reporting companies.

Item 4.  Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision, and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of September 30, 2021. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of September 30, 2021, our disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the nine months ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.       OTHER INFORMATION

Item 1.  Legal Proceedings

See Note 4, Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, which is incorporated by reference herein.

Item 1A. Risk Factors

There were no material changes from the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities or repurchases of equity securities during the nine months ended September 30, 2021.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

None.

Item 5.  Other Information

None.

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Item 6.  Exhibits

Exhibit No.

    

Description

31.1*

Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following materials from Innodata Inc.’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of September 30, 2021(unaudited) and December 31, 2020; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2020 (unaudited); (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited); (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2021 and 2020 and (v) Notes to Condensed Consolidated Financial Statements (unaudited).                  

104

Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

*

Filed herewith.

**

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INNODATA INC.

Date:

November 4, 2021

    /s/ Jack S. Abuhoff

Jack S. Abuhoff

Chief Executive Officer and President

Date:

November 4, 2021

    /s/ Mark A. Spelker

Mark A. Spelker

Chief Financial Officer and Principal Accounting Officer

33