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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/x/ Annual report under section 13 or 15(d) of the securities exchange act of
1934
For the fiscal year ended December 31, 2000
/ / Transition report under section 13 or 15(d) of the securities exchange act
of 1934
Commission file number 0-22196
INNODATA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
Three University Plaza
Hackensack, New Jersey
(Address of principal executive offices)
07601
(Zip Code)
(201) 488-1200
(Registrant's telephone number)
13-3475943
(I.R.S. Employer Identification No.)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.01 par value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /x/
State the aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing price of the Company's Common Stock on
February 28, 2001 of $5.00 per share. $82,043,000
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
21,134,252 shares of common stock, $.01 par value, as of February 28, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
[SEE INDEX TO EXHIBITS]
PART I
Item 1. Description of Business.
General
Innodata Corporation ("Innodata" or the "Company") is a leading provider of
digital content outsourcing services. It provides a host of content conversion
and management solutions to online and Internet-based publishers, content
aggregators and syndicates, B2B and e-commerce firms and a growing number of
Internet portals as well as non-Internet firms. Through its XML Content Factory,
the Company provides large-scale XML content conversions and enhancement
services. The Company's outsourcing solutions typically draw upon one or more of
the following specific services: data conversion, content architecture, content
management, XML services, metadata creation, editorial enhancement, software
development, and consulting services. Through the provision of these services,
Innodata provides all the necessary steps to enable its clients to create and
distribute vast amounts of digital information via the Internet, intranet,
extranet, and other digital media.
The Company is leveraging its strong heritage in data conversion and
editorial services and is extending it to facilitate XML content management
solutions. Since 2000, Innodata has delivered XML solutions that enable content
publishers to rapidly deploy large-scale XML repositories, reducing new product
time to market and time to revenue.
The Company was incorporated in Delaware in June 1988, and operates from
its North American Solutions Center in Hackensack, New Jersey; its Enterprise
Support Services Center in Manila, the Philippines; its XML Content Factory in
Mandaue, the Philippines; and its content production and R&D/applications
development facilities in: Manila, the Philippines; Cebu, the Philippines;
Legaspi, the Philippines; Noida, India; Delhi, India; and Colombo, Sri Lanka.
Industry Background
XML (Extensible Markup Language) technology has reshaped the market for
electronic content publishing, unleashing substantial new revenue opportunities
for digital content owners of all types. Whether the objective is to drive
online transactions or sell subscription-based information services, XML is
creating new opportunities to drive revenue. Given that content is the
cornerstone of XML, XML-izing content is the prerequisite for content owners to
participate in these new revenue opportunities.
Through the functionality of XML, content publishers can participate
in emerging revenue-producing business models involving content syndication;
application-driven, dynamic content delivery; and the spontaneous synthesis of
data into interactive "web services". In addition, the technology enables
content owners to repurpose content into derivative products quickly and
efficiently, which means faster reaction to market opportunities.
In order to participate in these business opportunities, content owners are
forced to confront the challenge of building massive XML content. Competitive
pressures are expected to accelerate this investment. Jupiter Communications has
stated that, "As XML saturation reaches critical mass, noncompliant sites will
find it increasingly difficult to negotiate content partnerships" and will "risk
losing critical audience share and being locked out of lucrative content
partnerships." Yet the complexity of large-scale XML transformations poses
significant technical and logistical obstacles. Moreover, there is a shortage
of XML-savvy technical talent and information architects to guide these
transformations.
Other business drivers exist, as well. For example, the market expects
content publishers to deliver ever-increasing quantities of online information
quickly, adding rich media functionality and other kinds of enhancement to
traditional full text-based online products. Typically, given the inelasticity
of the subscription-based pricing models under which many content owners
operate, these market expectations threaten to erode content owners' margins.
To tap the new business opportunities that XML facilitates, to obtain
access to leverageable technical know-how, to maintain the flexibility and
market focus to produce high-demand products, and to protect profit margins
by reducing cost,content owners are increasingly receptive to outsourcing
solutions.
Many of the Company's clients, in fact, have chosen to focus internal
resources on strategic initiatives (e.g., product definition, content
acquisition and marketing), declaring content management-related activities
(e.g., contentcreation, conversion and enrichment) non-strategic - albeit
mission-critical - and susceptible to outsourcing.
The Company focuses its marketing efforts primarily on content publishers
and information providers in the following vertical markets: knowledge
services/eLearning/distance learning; scientific/technical/medical; legal and
financial (including regulatory and tax); e-book publishing; general web portals
and content aggregators; and B2B/online marketplaces.
At the same time, other types of companies (ranging from manufacturing
firms to professional firms) are confronting strategies for transacting business
over the Internet, creating content-driven, integrated vertical portals
("vortals"). Others create and distribute product catalogs, parts catalogs, and
technical documentation, or archive and share B2B and e-commerce data. Still
others create and publish maintenance manuals, research materials, and other
documents, or seek to mine value from legacy data, implementing electronic
knowledge management initiatives as a way of mitigating the cost of isolated
islands of information, and redundancies and duplication in work efforts. These
companies view the Web as a viable publishing environment for enabling
unprecedented information access to knowledge workers through a variety of
Web-enabled devices. According to Zona Research, "XML has found a place in
industries as diverse as medicine, insurance, electronic component trading hubs,
petrochemicals, forestry and finance, to name a few." All of these verticals
represent current or potential markets for the Company's services.
Corporate Strategy
The increased acceptance of outsourcing by electronic publishers, and the
move to XML, in particular, has created a significant opportunity to create
full-service solutions for creating and managing content and for XML-izing large
repositories of Web-publishable information. The Company believes that there is
an infinite number of textual, audio, and video data sources that will be made
available on the Web by electronic publishers, and that many information
publishers and content owners will desire to outsource this effort. The Company
intends to enter into strategic outsourcing agreements with clients requiring
large-scale XML transformations and content management solutions. The Company
intends to target publishers and information providers; knowledge services and
eLearning companies; Internet content portals; e-content vendors; and rich media
owners; and corporations with B2B, and knowledge management initiatives.
Specifically, Innodata plans to dominate the growing market for XML content
creation and content management services by:
(1) Further leveraging existing and emerging technologies to create
increasingly efficient tools for creating large-scale XML content repositories;
(2) Maintaining the Company's position as the de facto supplier of
large-scale XML content services, while extending our leadership in XML
architecture and XML consulting;
(3) Entering into additional high-profile client partnerships for
large-scale XML content services;
(4) Growing vertically-aligned sales and consulting operations in North
America and Europe;
(5) Designing highly tailored service offerings to meet the unique needs of
targeted vertical markets;
(6) Responding to opportunities to provide increased value-added services to
our clients; and
(7) Expanding our delivery capabilities to embrace new technology
initiatives that are strategic for our clients.
Additionally, the Company plans to extend its service offerings into other
strategic areas consistent with its vision statement as the de facto provider of
digital content outsourcing solutions.
Close Relationships With Clients
Innodata views the long-term partnerships with its clients as a critical
element in its historical and future success. Innodata provides services to a
wide variety of content owners. Our clients include many of the largest and most
highly regarded electronic publishers, Fortune 500, and Global 1000 companies.
Some of our clients are traditional online publishers who acquire or syndicate
information from a variety of sources, repackage the content and resell it to
targeted groups of end users (e.g., Elsevier Science to libraries, Lexis-Nexis
and Westlaw to attorneys, etc.). Others of our clients are new to online
publishing (e.g., Questia Media, Bell & Howell), having developed novel
electronic information offerings geared to the new possibilities offered by
emerging technologies such as XML.
To continue to meet the needs of existing and prospective clients in a
timely fashion, Innodata works directly with its clients to identify and develop
new and improved service offerings. To promote a close and continuing
relationship with clients, the Company sells through its North American
Solutions Center and provides 24/7 project support through its Client Service
Centers.
The Company generally performs its work for its clients under project-
specific contracts, requirements-based contracts or long-term contracts.
Contracts aretypically subject to numerous termination provisions.
Innodata is from time to time required by clients to enter into non-
disclosure agreements pursuant to which Innodata agrees, inter alia, not to
disclose its clients. Reasons for requiring such arrangements vary, but
typically involve a preference on the part of the client not to publicize its
outsourcing strategy or to telegraph to competitors a new product development
initiative.
Recurring Business
The Company's marketing, pricing, and support strategies are focused on the
generation of both one-time and recurring revenues. Many of the Company's
clients are involved in publishing content that requires regular updating or
enhancement, which provides Innodata with recurring business.
Comprehensive Service Offering
The Company's comprehensive service offering distinguishes the Company from
its competitors. Many competitors offer only a single service, such as data
capture, but do not offer the full complement of specialized services large
organizations require in order to build large-scale XML repositories or develop
and manage on-line/Internet content. Innodata provides a broad range of
content-related services (including information architecture and consulting
services, applications development, metadata development, taxonomy development,
topic maps development, etc.) to enable its clients to publish massive content
databases quickly and economically and to obtain the full benefit of emerging
technologies such as XML.
Consulting and Support
Through its Consulting Services Group, the Company offers clients
vendor-neutral conversion and consulting services for XML (Extensible Markup
Language), SGML (Standard Generalized Markup Language), and HTML (Hypertext
Markup Language) implementations. The Consulting Services Group has considerable
experience in the design and delivery of content architectures and content
management systems that are extensible, scalable, and easily integrated,
addressing unique business or industry requirements for content functionality.
In addition, the Consulting Services Group offers specialized programming
and conversion application development, document analysis, DTD architecture
analysis and design, XML topic maps development and taxonomy/controlled
vocabulary development.
The Company operates two Client Support Centers, one located at its North
American Solutions Center in New Jersey and one located at its Enterprise
Support Services Center in the Philippines. Seamlessly linked over a proprietary
fiber-optic wide area network, the Client Support Centers offer clients 24/7
hotline project support and remote dial-in services for data transmission.
Data Conversion
For clients that deploy electronic data for online information retrieval,
Internet distribution, intranet, extranet, permanent archives, or printing on
demand, Innodata converts large-scale data (ranging from hardcopy and paper
collections to a variety of legacy-formatted data and proprietary electronic
formatted data) to a variety of output formats (including XML and XML
derivatives, HTML, SGML, Open eBook (OeB), Microsoft Reader (.LIT), Rocket eBook
(.RB), and PDF). The Company specializes in large-scale, richly-tagged XML
conversions through its XML Content Factory in Mandaue, the Philippines.
To accomplish these tasks, Innodata utilizes high-speed scanning; a variety
of commercial and proprietary OCR/ICR (optical/intelligent character
recognition)applications; structured workflow processes; and proprietary
applications and tools designed to create highly accurate, highly consistent
data. Innodata's systems enable multiple production processes to be performed
simultaneously at one or more of its production sites.
Innodata's conversion engineers use proprietary technology for data
enhancement and validation, and create automated procedures - utilizing industry
standards such as Omnimark, DynaText, Adept, etc. - to ensure validated SGML and
XML structure for legacy data files.
Innodata's editorial specialists enhance the structured files by adding
hyperlinks, tagging and inserting electronic markers. The Company maintains a
staff of experienced engineers and programmers who develop and employ custom
conversion filters and parsers for this purpose.
Innodata's applications development efforts have focused on the particular
challenge of creating large-scale, tag-intensive XML from unstructured or
semi-structured sources, providing "intelligence" to content as part of the
conversion process.
Two of Innodata's conversion facilities have been accorded ISO 9003 and
9002 Certifications. The ISO 9000-series certification program is an
internationally recognized marque of quality assurance and process conformity.
Regularly scheduled ISO audits assure a high degree of staff acuity to the
documented processes and serve to build accountability within all levels of the
Company's delivery organizations. Increasingly, clients rely on their vendors'
conformity to documented processes and promised quality levels when making
purchasing decisions. Innodata's adoption of the ISO program has resulted in
such processes having become engrained in its operating culture, which in turn
services as a major contributor to generating and maintaining client confidence
in Innodata's ability to make deliveries as promised.
Content and Metadata Development; Data Enhancement
Innodata's teams of editorial and content specialists provide a variety of
content enhancement services. These services include taxonomy and controlled
vocabulary development, hyperlinking development, and indexing and abstracting.
Innodata's editorial and content specialists are typically highly educated
professionals with extensive training and backgrounds in fields related to the
content with which they work. These fields include, most notably, biology,
chemistry, medicine, pharmacology, genetic engineering, electrical engineering,
chemical engineering, and law.
Sales and Marketing
Sales and marketing functions are primarily conducted by Innodata's
full-time direct sales force. Sales and marketing activities have consisted
primarily of exhibiting at trade shows in the United States and Europe, and
seeking direct personal access to decision-makers at existing and prospective
clients. The Company has also obtained visibility by way of articles published
in the trade press and on the Company's web site. To date, Innodata has not
conducted any significant advertising campaign in the general media.
The direct sales effort is closely supported by consulting personnel from
the Company's Consulting Services Group. These individuals assist the sales
force in understanding the technical needs of clients and providing responses to
these needs, including demonstrations, prototypes, pricing quotations, and time
estimates.
Competition
There is no significant direct competition providing the particular range
and combination of services as Innodata. The Company does, however, encounter
direct competition from a number of public and private companies that offer some
of the specific services offered by Innodata. In terms of XML data conversion,
companies compete based on the basis of quality, accuracy and consistency, as
well as ability to deliver large-scale, tag-intensive requirements quickly.
Innodata's ability to compete favorably is, therefore, dependent upon its
ability to react appropriately to short and long-term trends, harness new
technology, and deliver large-scale requirements quickly. Versaware, Inc., SPI,
Inc., and Jouve, S.A. compete for XML content creation business. With respect to
content management, competitors include Cylex, Texterity, and Breakaway. With
respect to XML and related consulting services, Mulberry Technologies,
Bertelsmann Industry Services, Textuality, Thomas Technology Solutions, Inc.,
DataChannel, Jouve Data Management, ArchiTag, and KPMG Consulting provide
competitive services. Innodata's outsourcing services also compete with clients'
and potential clients' "in-sourcing" personnel, who may attempt to duplicate the
Company's services using in-house staff. We believe that the principal
competitive factors in the market for digital content outsourcing services are
quality, scalability, technological leverage, XML expertise, and completeness of
solution.
Research and Development
Innodata increasingly relies upon the integration of advanced technologies
to differentiate itself from others. Accordingly, we plan to develop new
proprietary applications with which to perform our services and to continue to
evaluate new technologies. During fiscal year 2000, Innodata significantly
increased investment in the development and integration of proprietary
applications for use in the XML Content Factory. Applications development was
predominantly associated with improving accuracy, consistency, and speed of
complex XML tagging for large-scale requirements. We intend to make further
investments in applications development and integration in order to respond to
market opportunities. In 2000, all research and development expenditures were
charged as development expenses.
Employees
As of February 28, 2001, the Company employed an aggregate of approximately
25 persons in the United States, and approximately 14,000 persons in four
production facilities in the Philippines, one production facility in Sri Lanka,
and one production facility in India. Certain employees at the Company's Manila
facility are members of a union. The Company reached agreement in 1996 on a
collective bargaining agreement, which provides for approximately 12 percent
wage increases per annum plus one-half of any government mandated increases for
the five years ending March 31, 2001. The Company is currently negotiating a new
collective bargaining agreement with leadership of this union. While the Company
anticipates that an agreement will be reached, there can be no assurances that
this will be the case. On a percentage basis, union membership at the Manila
facility accounts for approximately 6.7% of the Company's workforce. While a
strike or job action would likely disrupt operations temporarily, the Company
believes that the disruption could likely be managed by shifting work
temporarily or permanently to another of its production facilities. No other
employees are represented by a labor union, and the Company believes that its
relations with its employees are satisfactory.
At all its locations, the Company enforces vigorous policies to protect its
employees against sexual harassment, discrimination based on age, race, gender
or sexual orientation. The average age of Innodata employees is 25 years.
Fifty-three percent of our staff is female. Most of our employees have graduated
from at least a two-year college program. Many of our employees hold advanced
degrees in law, business, technology, medicine, and social sciences.
We provide employees a range of amenities, including internet cafes, where
employees can surf the web during breaks; on-site, Company-subsidized
restaurants; and on-site stores where employees can purchase dry goods and
groceries on credit, arranging purchases from their PCs over a corporate
intranet.
To retain our qualified personnel, Innodata offers highly competitive base
salaries that are supplemented by results-based incentives. Senior management
receives bonuses and stock options. Our compensation structure is coupled with
an extensive benefits package that includes comprehensive health insurance
coverage, canteen and grocery subsidies, paid holiday leaves, continuing
education programs, clothing and optical allowances, and a retirement program.
Moreover, Innodata provides overtime premiums, holiday pay, bereavement and
birthday leaves, as well as maternity and paternity benefits.
Risk Factors
The nature of Innodata's business, as well as the Company's strategy, the
size and location of its facilities, and other factors entail a certain amount
of risk. These risks may include, but are not limited to, the following:
Risks of Continued Growth
Innodata has grown rapidly in recent periods, and this growth may not
continue. Organic growth will require us to develop new client relationships and
expand existing ones, improve our operational and information systems and
further expand our capacity. We plan to further expand our capacity by enlarging
our facilities and by adding new facilities and/or equipment. Such expansion
involves significant risks. For example: the Company may not be able to attract
and retain the management personnel and skilled employees necessary to support
expanded operations; the Company may not efficiently and effectively integrate
new operations, expand existing ones and manage geographically dispersed
operations; the Company may incur cost overruns; the Company may encounter
construction delays, equipment delays or shortages, labor shortages and
disputes, and production start-up problems that could adversely affect our
growth and our ability to meet clients' delivery schedules; the Company may not
be able to obtain funds for this expansion; and the Company may not be able to
obtain loans or operating leases with attractive terms.
In addition, the Company expects to incur new fixed operating expenses
associated with its expansion efforts, including increases in depreciation
expense, rental expense, and overall increases in cost of sales. If the
Company's revenues do not increase sufficiently to offset these expenses, our
operating results may be adversely affected.
Risks of Acquisitions
Acquisitions may represent a significant portion of the Company's growth
strategy, and the Company intends to pursue attractive acquisition
opportunities. Acquisitions involve a number of risks and challenges. These
include, but are not limited to: diversion of management's attention; the need
to integrate acquired operations; potential loss of key employees and clients of
the acquired companies; lack of experience operating in the geographic market of
the acquired business; and an increase in expenses and working capital
requirements.
To integrate acquired operations, the Company must implement management
information systems and operating systems and assimilate and manage the
personnel of the acquired operations. The difficulties of this integration may
be further complicated by geographic distances. The integration of acquired
businesses may not be successful and could result in disruption to other parts
of our business.
Any of these and other factors could adversely affect our ability to
achieve anticipated levels of profitability at acquired operations or realize
other anticipated benefits of an acquisition. Furthermore, any future
acquisitions may require the Company to incur debt or conduct equity financing,
which could increase our leverage or be dilutive to our existing shareholders.
No assurance can be given that we will consummate any acquisitions in the
future.
Variability of Client Requirements and Operating Results
A number of our significant client contracts are requirements-based.
Clients may cancel their production requirements, change their production
requirements or delay their production requirements for a number of reasons.
Cancellations, reductions or delays by a significant client or by a group of
clients would adversely affect our results of operations. In addition, other
factors may contribute to fluctuations in our results of operations. These
factors include: the timing of client orders; the volume of these orders
relative to our capacity; market acceptance of clients' new products; the timing
of our expenditures in anticipation of future orders; the Company's
effectiveness in managing manufacturing processes; changes in economic
conditions; and local factors and events that may affect our production volume
(such as local holidays) or unforeseen events (e.g., earthquakes, storms, civil
unrest).
Innodata makes significant decisions based on our estimates of client
requirements, including decisions about the levels of business that the Company
will seek and accept, production schedules, equipment procurement, personnel
hiring, and other resource acquisition. The nature of our clients' commitments
and the possibility of changes in demand for their products may reduce the
Company's ability to estimate accurately future client requirements. On
occasion, clients may require rapid increases in production, which can stress
our resources. Although we have increased our content conversion capacity and
plan further increases, there can be no assurance the Company will have
sufficient capacity at any given time to meet all of our clients' demands. In
addition, because many of the Company's costs and operating expenses are
relatively fixed, a reduction in client demand can adversely affect our margins.
Client Concentration; Dependence on the Online Information Industry
One client accounted for 54% of the Company's revenues in 2000. One other
client accounted for 17% of the Company's revenues in 1999. During 1998, one
other client that is comprised of twelve affiliated companies, accounted for 19%
of the Company's revenues and one other client accounted for 12% of the
Company's revenues. No other client accounted for 10% or more of the Company's
revenues. Further, in 2000, 1999 and 1998, export revenues, all of which were
derived from European customers, accounted for 10%, 20% and 20%, respectively,
of the Company's revenues. A significant amount of the Company's revenues are
derived from clients in the publishing industry. Accordingly, the Company's
accounts receivable generally include significant amounts due from such clients.
Factors affecting the online publishing, B2B, and e-commerce industry in
general could have a material adverse effect on our clients and, as a result, on
the Company's performance. Such factors include: the inability of our clients to
adapt to rapidly changing technology and evolving industry standards, the
inability of our clients to develop and market their products, some of which are
new and untested; and, recessionary periods in our clients' markets. If clients'
products become obsolete or fail to gain widespread commercial acceptance, the
Company's business may be materially and adversely affected.
Risk of Increased Taxes
We have structured our operations in a manner designed to maximize income
in countries where tax incentives have been extended to encourage foreign
investment or where income tax rates are low. Our taxes could increase if these
tax incentives are not renewed upon expiration, or tax rates applicable to us
are increased. Substantially all of the services provided by our Asian
subsidiaries are performed on behalf of clients based in North America and
Europe. We believe that profits from our Asian operations are not sufficiently
connected to jurisdictions in North America or Europe to give rise to income
taxation there. However, tax authorities in jurisdictions in North America and
Europe could challenge the manner in which profits are allocated among our
subsidiaries, and we may not prevail in any such challenge. If our Asian profits
became subject to income taxes in such other jurisdictions, our worldwide
effective tax rate could increase.
Risks of Competition
The markets for XML data conversion, other kinds of data conversion,
content management, content enhancement, and consulting services are extremely
competitive and include many companies, several of which have achieved
significant market share, as well as the internal data conversion staff employed
by current and prospective clients.
Risks of International Operations
While the major part of the Company's operations are carried on in the
Philippines, India, and Sri Lanka, the Company's headquarters are in the United
States and its clients are primarily located in North America and Europe. As a
result, the Company is not as affected by economic conditions overseas as it
would be if it depended on revenues from sources internal to those countries.
However, such adverse economic factors as inflation, external debt, negative
balance of trade, and underemployment may significantly impact the Company.
Certain aspects of overseas economies directly affect the Company. Overseas
operations remain vulnerable to political unrest, which could interfere with the
Company's operations. Political instability could also change the present
satisfactory legal environment for the Company through the imposition of
restrictions on foreign ownership, repatriation of funds, adverse labor laws,
and the like.
The Indian operations are conducted through a wholly-owned subsidiary that
has been granted an income tax holiday through December 31, 2004. Accordingly,
no income taxes will be payable on earnings from operations of the subsidiary
during such period, unless repatriated to the U.S.
The Company funds its overseas operations through transfers of U.S. dollars
only as needed and generally does not maintain any significant amount of funds
or monetary assets overseas. To the extent that the Company needs to bring
currency to the United States from its overseas operations, it may be affected
by currency control regulations.
The Philippines is subject to relatively frequent earthquakes, volcanic
eruptions, floods, and other natural disasters, which may disrupt the Company's
operations. Further, power outages lasting for periods of as long as eight hours
per day have occurred. The Company's facilities are equipped with standby
generators which have produced electric power during these outages; however,
there can be no assurance that the Company's operations will not be adversely
affected should municipal power production capacity deteriorate further.
The geographical distances between Asia, the Americas, and Europe create
logistical and communications challenges which the Company must overcome.
Risks of Currency Fluctuations and Hedging Operations
The Philippines has historically experienced high rates of inflation and
major fluctuations in exchange rate between the Philippine peso and the U.S.
dollar. Continuing inflation without corresponding devaluation of the peso
against the dollar, or any other increase in value of the peso relative to the
dollar, may have a Since 1997, the Company has not purchased foreign currency
futures contracts for pesos. However, the company may choose to do so in the
future.
Dependence of Key Personnel
Our success depends to a large extent upon the continued services of our
key executives and skilled personnel. Several of our officers and key employees
are bound by employment or non-competition agreements. However, there can be no
assurance that we will retain our officers and key employees. The Company could
be materially and adversely affected by the loss of such personnel.
Volatility of Market Price of Common Stock
The stock market in recent years has experienced significant price and
volume fluctuations that have affected the market prices for the common stock of
technology and Internet-related companies. Such fluctuations have often been
unrelated to or disproportionately impacted by the operating performance of such
companies. The market for the Company's common stock may be subject to similar
fluctuations. Factors such as fluctuations in the Company's operating results,
announcements of new contracts, partnerships, acquisitions and alliances,
technological innovations or events affecting other companies in the Internet or
technology industry generally, as well as currency fluctuations and general
market conditions, may have a significant effect on the market price of the
Company's common stock.
Item 2. Description of Property.
The Company's services are primarily performed at its Hackensack, NJ
corporate headquarters and six overseas production facility complexes, including
its new 100,000 square foot XML Content Factory complex, located in Mandaue, the
Philippines. Other locations include a three building complex occupying
approximately 60,000 square feet in Manila, the Philippines, as well as
facilities in Cebu City and Legaspi City, the Philippines, Metro Delhi, India
and Colombo, Sri Lanka. All facilities are leased for terms expiring on various
dates through 2009, and many are cancelable at the Company's option. Annual
rental payments on property leases currently approximate $1,700,000.
Subsequent to December 31, 2000, the Company leased a premises in Delhi,
India to house its new XML Software Factory.
The Company believes that it maintains adequate fire, theft and liability
insurance for its facilities and that its facilities are adequate for its
present needs.
Item 3. Legal Proceedings.
There is no material litigation pending to which the Company is a party or
of which any of its property is the subject.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on December 14, 2000.
The following are the results of the voting (the following amounts are adjusted
to reflect the two-for-one stock dividend paid on December 7, 2000 as well as
the two-for-one stock dividend declared on February 28, 2001). The total shares
voted were 19,923,992.
Election of Directors
Nominee For Against Abstain Not Voted
------- ---- ------- ------- ----------
Jack Abuhoff 19,153,584 - 193,412 -
Dr. Charles F. Goldfarb 19,153,584 - 193,412 -
E. Bruce Fredrikson 19,153,584 - 193,412 -
Barry Hertz 19,153,584 - 193,412 -
Martin Kaye 19,153,584 - 193,412 -
Todd Solomon 19,153,584 - 193,412 -
Abraham Biderman 19,153,584 - 193,412 -
2000 Stock Option Plan 8,297,084 733,812 70,692 10,245,408
Appointment of Auditors: 19,296,716 28,864 21,416 -
Because the matter of the 2000 Stock Option Plan did not receive the vote
required to approve this matter, the vote was adjourned until January 11, 2001,
at which meeting the vote required to approve this matter was still not achieved
and the Stock Option plan was not approved.
At a Special Meeting of Stockholders held on February 27, 2001, the
stockholders approved the increase in authorized shares to 75 million shares of
$.01 par value Common Stock. The results of the vote (adjusted to reflect the
two-for-one stock dividend declared on February 28, 2001) are as follows:
For Against Abstain
---------- ------- -------
Increase Authorized Shares 19,697,992 300,104 5,408
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's Common Stock is quoted on the Nasdaq National Market System
under the symbol "INOD." On February 28, 2001, there were 108 stockholders of
record of the Company's Common Stock based on information provided by the
Company's transfer agent. Virtually all of the Company's publicly held shares
are held in "street name" and the Company believes the actual number of
beneficial holders of its Common Stock to be approximately 4,000.
The following table sets forth the high and low sales prices on a quarterly
basis for the Company's Common Stock, as reported on Nasdaq, for the two years
ended December 31, 2000, after giving retroactive effect to a three-for-one
stock dividend paid on September 9, 1999, a two-for-one stock dividend paid on
December 7, 2000 and a two-for-one stock dividend payable on March 23, 2001.
Common Stock
Sale Prices
1999 High Low
---- ------- ----
First Quarter 1 7/16
Second Quarter 1--3/8 11/16
Third Quarter 3--1/4 11/16
Fourth Quarter 3--5/8 1--1/2
2000 High Low
---- ---- ---
First Quarter 4--3/16 2
Second Quarter 2--3/8 1--5/16
Third Quarter 3--1/8 1--7/8
Fourth Quarter 5--5/8 2--3/16
Dividends
The Company has never paid cash dividends on its Common Stock and does not
anticipate that it will do so in the foreseeable future. The future payment of
dividends, if any, on the Common Stock is within the discretion of the Board of
Directors and will depend on the Company's earnings, its capital requirements
and financial condition and other relevant factors. The Company paid a
three-for-one stock dividend on September 9, 1999, a two-for-one stock dividend
on December 7, 2000 and on February 28, 2001 declared a two-for-one stock
dividend payable on March 23, 2001.
Item 6. Selected Financial Data
Year ended December 31, 2000 1999 1998 1997 1996
---------- ---------- ------------ ------------ ------------
REVENUES $50,731,476 $27,490,138 $19,593,353 $20,116,935 $20,536,448
----------- ----------- ----------- ------------ ------------
OPERATING COSTS AND
EXPENSES
Direct
operating costs 34,457,884 17,853,702 13,068,660 16,007,051 16,783,595
Selling and
administrative 7,247,901 6,783,313 4,982,127 5,283,891 4,799,739
Restructuring
costs, impairment
of assets
and other - - 133,141 1,500,000 -
(Gain) loss on
settlement of
currency contracts - - (487,458) 1,400,000 -
Interest expense 42,883 10,542 77,594 85,595 36,383
Interest income (154,406) (111,143) (98,391) (59,384) (123,771)
-------- -------- ---------- ----------- -----------
Total 41,594,262 24,536,414 17,675,673 24,217,153 21,495,946
------------ ----------- ---------- ----------- -----------
INCOME (LOSS) BEFORE
INCOME TAXES
(BENEFIT) 9,137,214 2,953,724 1,917,680 (4,100,218) (959,498)
INCOME TAXES (BENEFIT) 2,969,000 841,000 (332,000) 100,000 (357,000)
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 6,168,214 $ 2,112,724 $ 2,249,680 $(4,200,218) $ (602,498)
=========== =========== =========== =========== ===========
BASIC INCOME (LOSS)
PER SHARE $.30 $.11 $.13 $(.23) $(.03)
==== ==== ==== ===== =====
DILUTED INCOME
(LOSS) PER SHARE $.26 $.10 $.12 $(.23) $(.03)
==== ==== ==== ===== =====
CASH DIVIDENDS PER SHARE - - - - -
=========== =========== =========== =========== ===========
WORKING CAPITAL $ 9,505,865 $ 5,965,818 $ 4,749,101 $ 2,091,848 $ 4,774,121
=========== =========== =========== =========== ===========
TOTAL ASSETS $27,946,037 $15,645,877 $10,595,508 $10,029,247 $12,416,296
=========== =========== =========== =========== ===========
LONG-TERM DEBT - $ 5 ,188 $ 24,089 $ 79,604 $ 195,960
=========== =========== =========== =========== ===========
STOCKHOLDERS' EQUITY $19,316,435 $11,652,094 $ 7,485,438 $ 5,254,133 $ 9,477,471
=========== =========== =========== =========== ===========
Item 7. Management's Discussion And Analysis of Financial Condition and Results
of Operations
Results of Operations
Years Ended December 31, 2000 and 1999
Revenues increased 85% to $50,731,476 for the year ended December 31, 2000
compared to $27,490,138 for the similar period in 1999 principally resulting
from a client which accounted for approximately 54% of the Company's revenue in
2000. One other client accounted for 17% of the Company's revenues in 1999. No
other customer accounted for 10% or more of the Company's revenues. Further, in
2000 and 1999, export revenues, substantially all of which were derived from
European clients, accounted for 10% and 20%, respectively.
Direct operating expenses were $34,457,884 for the year ended December 31,
2000 and $17,853,702 for the similar period in 1999, an increase of 93%. Direct
operating expenses as a percentage of revenues were 68% in 2000 and 65% in 1999.
The dollar increase in 2000 is principally due to costs related to the increased
revenues. Direct operating expenses as a percent of revenues increased by 3
percentage points in 2000, resulting from additional costs incurred principally
for the new XML Content Factory (including start-up costs) (which accounted for
approximately 9 percentage points) offset by a decline in the value of the
foreign currencies of countries in which the Company's production facilities are
located (which resulted in a cost reduction of approximately 6 percentage
points). Direct operating expenses include primarily direct payroll,
telecommunications, depreciation, equipment lease costs, computer services,
supplies and occupancy.
Selling and administrative expense was $7,247,901 and $6,783,313 for the
years ended December 31, 2000 and 1999, respectively, representing an increase
of 7% in 2000 from 1999. Selling and administrative expense as a percentage of
revenues decreased to 14% in 2000 from 25% in 1999 due primarily to an increase
in revenues without a corresponding increase in such expenses. Selling and
administrative expense includes management and administrative salaries, sales
and marketing costs and administrative overhead.
In 2000, income taxes were lower as a percentage of income before income
taxes than the federal statutory rate due primarily to certain overseas income
that will not be taxed unless repatriated due to tax holidays granted to the
Company.
As a result of the aforementioned items, the Company realized net income of
$6,168,214 in 2000 and $2,112,724 in 1999.
Years Ended December 31, 1999 and 1998
Until the end of 1999 when the document imaging services segment was phased
out, the Company operated in two business segments; Internet and on-line digital
content outsourcing services, and document imaging services.
Revenues increased 40% to $27,490,138 for the year ended December 31, 1999
compared to $19,593,353 for the similar period in 1998. Revenues from the
Internet and on-line digital content outsourcing services segment increased 52%
to $26,459,447 in 1999 from $17,401,346 in 1998. The increase was due
principally to new projects from existing and new clients. During 1998, one
client that is comprised of twelve affiliated companies, accounted for 21% of
the Company's Internet and on-line digital content outsourcing services
revenues. One other client accounted for 17% and 13% of such revenues in 1999
and 1998, respectively. No other client accounted for 10% or more of such
revenues. Further, in 1999 and 1998, export revenues, all of which were derived
from European clients, accounted for 21% and 22%, respectively, of such
revenues. Revenues from the document imaging services segment decreased to
$1,030,691 in 1999 from $2,192,007 in 1998. During 1999, three clients
accounted for 30%, 16% and 12%, respectively, of such revenues. During 1998,
one other client accounted for 53% of the Company's document imaging service
revenues. No other client accounted for 10% or more of such revenues.
Direct operating expenses were $17,853,702 for the year ended December 31,
1999 and $13,068,660 for the similar period in 1998, an increase of 37%. Direct
operating expenses for the Internet and on-line digital content outsourcing
services increased to $16,712,563 in 1999 from $10,701,569 in 1998, or 56%.
Direct operating expenses as a percentage of revenues were 63% in 1999 and 61%
in 1998. The increase in 1999 is due to costs incurred for the increased
revenues, as well as training costs for new production employees required to
meet the anticipated growth in revenues. Direct operating expenses in the
document imaging services segment decreased to $1,141,139 in 1999 from
$2,367,091 in 1998. The decrease in 1999 was due principally to management's
efforts to address decreasing revenues.
Selling and administrative expense was $6,783,313 and $4,982,127 for the
years ended December 31, 1999 and 1998, respectively, representing an increase
of 36% in 1999 from 1998. Selling and administrative expense as a percentage of
revenues was 25% in 1999 and 1998. The increase primarily reflects the addition
of sales and technical support staff, as well as increased commissions
commensurate with increased revenues.
In the fourth quarter of 1998, management determined that its plans to
significantly increase the revenues of the document imaging services segment
were not realized. It was determined that the remaining goodwill associated
with the business could not be recovered. Accordingly, the remaining unamortized
amount of $382,000 was written off at December 31, 1998. Further, certain
estimated liabilities for restructuring and other items totaling $249,000 were
deemed in excess of actual amounts payable and were recognized as a gain in the
fourth quarter of 1998.
In the second quarter of 1998, the Company reached an agreement regarding
certain disputed currency contracts. This resulted in a reduction of an
estimated liability previously provided by $487,000 that was recognized as a
gain.
In 1999, the Internet and on-line digital content outsourcing services
segment realized income before income taxes of $3,523,682, while the document
imaging services segment incurred a loss of $569,958. In 1998, the Internet and
on-line digital content outsourcing services segment realized income before
income taxes of $3,151,928, while the document imaging services segment incurred
a loss of $1,234,248, including a write-off of goodwill in the amount of
$382,000.
In 1999, income taxes were lower as a percentage of income before income
taxes than the federal statutory rate due to certain overseas income that will
not be taxed due to tax holidays granted to the Company. The Company
recognized a benefit from income taxes in 1998 from a reduction in the tax
valuation allowance and a utilization of net operating loss carryforwards that
were not recognized as tax benefits in 1997 for losses incurred in that year.
As a result of the aforementioned items, the Company realized net income of
$2,112,724 in 1999 and $2,249,680 in 1998.
Liquidity and Capital Resources
Selected measures of liquidity and capital resources are as follows:
December 31, 2000 December 31, 1999
------------------ ------------------
Cash and Cash Equivalents $9,040,000 $3,380,000
Working Capital $9,506,000 $5,966,000
Stockholders' Equity Per Common Share* $.91 $.58
*Represents total stockholders' equity divided by the actual number of
common shares outstanding (which excludes treasury stock).
Net Cash Provided By Operating Activities
During the year ended December 31, 2000, net cash provided by operating
activities was $12,387,000 as compared to $2,878,000 in the 1999 comparative
period. The increase was primarily due to:
- - an increase of approximately $1,617,000 in non-cash charges to net income,
resulting principally from a $1,162,000 increase in depreciation and
amortization, an increase of $773,000 in deferred taxes, net of a decrease of
$277,000 in tax benefits from the exercise of options.
- - an increase in net collections of accounts receivable, primarily due to
timing of collections;
- - an increase in accounts payable and accrued expenses, primarily due to the
timing of payments and the increased growth of operations;
- - an increase in accrued salaries and wages, primarily due to increased
production headcount and payroll; and
- - an increase in income and other taxes, primarily due to increased
provisions for income taxes.
Partially offset by:
- - an increase in prepaid expenses and other assets primarily attributable to
the growth of operations and the new facility.
Net Cash Used in Investing Activities
In the year ended December 31, 2000, the Company spent approximately
$7,403,000 for capital expenditures, compared to approximately $3,891,000 in
1999. In 2000, the Company spent approximately $4.0 million for capital
expenditures in connection with the creation of its new XML Content Factory.
Such capital costs consist primarily of network and cabling costs, computer
servers and storage, workstations, software licenses, leasehold improvement
costs, and peripheral equipment.
Management presently expects to make capital expenditures of approximately
$8 million during the next year. Such capital expenditures include anticipated
costs to renovate, re-engineer and expand two of the Company's facilities; costs
of exercising the option to purchase presently leased computer workstations;
capital investment in additional production technologies, including capital
costs to create a new XML Software Factory; and normal ongoing capital
investments.
Capital expenditures in the comparable period in 1999 were primarily
utilized for expansion of production capacity required to meet the growth in
revenues, and for the replacement of computer equipment not Year 2000 compliant.
Net Cash Provided By Financing Activities
In the year ended December 31, 2000, net cash provided by financing
activities totaled approximately $676,000 compared to $857,000 in the comparable
period in 1999. The change was primarily due to a decrease in proceeds from the
exercise of stock options.
Availability of Funds
The Company has a line of credit with a bank in the amount of $3 million,
none of which was borrowed at December 31, 2000. The line is collateralized by
accounts receivable. Interest is charged at 1/2% above the bank's prime rate and
is due on demand.
Management believes that existing cash, internally generated funds and
short term bank borrowings will be sufficient for reasonably anticipated working
capital and capital expenditure requirements during the next 12 months. The
Company funds its foreign expenditures from its U.S. corporate headquarters on
an as-needed basis.
Inflation, Seasonality and Prevailing Economic Conditions
To date, inflation has not had a significant impact on the Company's
operations. The Company generally performs its work for its clients under
project-specific contracts, requirements-based contracts or long-term contracts.
Contracts are typically subject to numerous termination provisions. The
Company's revenues are not significantly affected by seasonality.
Disclosures in this Form 10-K contain certain forward-looking statements,
including without limitation, statements concerning the Company's operations,
economic performance and financial condition. These forward-looking statements
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The words "believe," "expect," "anticipate" and
other similar expressions generally identify forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their dates. These forward-looking statements are based
largely on the Company's current expectations and are subject to a number of
risks and uncertainties, including without limitation, changes in external
market factors, the ability of the Company's customers to continue to execute
their business plans which give rise to increased requirements for data
conversion, changes in the Company's business or growth strategy or an inability
to execute its strategy due to changes in its industry or the economy generally,
the emergence of new or growing competitors, various other competitive factors
and other risks and uncertainties indicated from time to time in the Company's
filings with the Securities and Exchange Commission. Actual results could differ
materially from the results referred to in the forward-looking statements. In
light of these risks and uncertainties, there can be no assurance that the
results referred to in the forward-looking statements contained in this Form
10-K will in fact occur.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to interest rate change market risk with respect to
its credit facility with a financial institution which is priced based on the
prime rate of interest. At December 31, 2000, there were no outstanding
borrowings under the credit facility. Changes in the prime interest rate during
fiscal 2001 will have a positive or negative effect on the Company's interest
expense. Such exposure will increase accordingly should the Company maintain
higher levels of borrowing during 2001.
The Company has operations in foreign countries. While it is exposed to foreign
currency fluctuations, the Company presently has no financial instruments in
foreign currency and does not maintain funds in foreign currency beyond those
necessary for operations.
Item 8. Financial Statements.
INNODATA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
PAGE
-----
Independent Auditors' Report II-9
Consolidated Balance Sheets
as of December 31, 2000 and 1999 II-10
Consolidated Statements of Income for the
three years ended December 31, 2000 II-11
Consolidated Statements of Stockholders'
Equity for the three years ended December 31, 2000 II-12
Consolidated Statements of Cash Flows
for the three years ended December 31, 2000 II-13
Notes to Consolidated Financial Statements II-14-24
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Innodata Corporation
Hackensack, New Jersey
We have audited the accompanying consolidated balance sheets of Innodata
Corporation and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Innodata
Corporation and subsidiaries as of December 31, 2000 and 1999, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America.
/S/
Grant Thornton LLP
New York, New York
February 23, 2001
(Except for Note 5 as to which the date is February 28, 2001)
INNODATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
2000 1999
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 9,040,207 $ 3,380,242
Accounts receivable-net
of allowance for doubtful
accounts of $884,000 in
2000 and $580,000 in 1999 5,799,102 5,247,428
Prepaid expenses and other
current assets 1,194,158 396,743
Deferred income taxes 839,000 540,000
----------- -----------
Total current assets 16,872,467 9,564,413
PROPERTY AND EQUIPMENT - NET 9,464,056 4,891,992
OTHER ASSETS 1,609,514 1,189,472
----------- -----------
TOTAL $27,946,037 $15,645,877
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ - $ 19,629
Accounts payable 3,196,112 1,553,585
Accrued salaries and wages 3,060,282 1,529,753
Income and other taxes 1,110,208 495,628
----------- -----------
Total current liabilities 7,366,602 3,598,595
----------- -----------
LONG-TERM DEBT, less current portion - 5,188
----------- -----------
DEFERRED INCOME TAXES 1,263,000 390,000
----------- -----------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value-
authorized 75,000,000 shares;
issued - 21,688,214 shares in
2000 and 20,535,772 shares in 1999 216,882 205,356
Additional paid-in capital 12,239,122 10,754,521
Retained earnings 7,081,400 913,186
----------- -----------
19,537,404 11,873,063
Less: treasury stock - at cost;
576,996 shares (220,969) (220,969)
----------- -----------
Total stockholders' equity 19,316,435 11,652,094
----------- -----------
TOTAL $27,946,037 $15,645,877
=========== ===========
INNODATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2000, 1999 and 1998
2000 1999 1998
REVENUES $50,731,476 $27,490,138 $19,593,353
----------- ----------- -----------
OPERATING COSTS AND EXPENSES
Direct operating costs 34,457,884 17,853,702 13,068,660
Selling and administrative expenses 7,247,901 6,783,313 4,982,127
Impairment of assets and other - - 133,141
Gain on foreign currency contracts - - (487,458)
Interest expense 42,883 10,542 77,594
Interest income (154,406) ( 111,143) (98,391)
----------- ----------- -----------
Total 41,594,262 24,536,414 17,675,673
----------- ----------- -----------
INCOME BEFORE PROVISION
FOR (BENEFIT FROM) INCOME TAXES 9,137,214 2,953,724 1,917,680
PROVISION FOR (BENEFIT FROM) INCOME TAXES 2,969,000 841,000 (332,000)
----------- ----------- -----------
NET INCOME $ 6,168,214 $ 2,112,724 $ 2,249,680
=========== =========== ===========
BASIC INCOME PER SHARE $.30 $.11 $.13
==== ==== ====
DILUTED INCOME PER SHARE $.26 $.10 $.12
==== ==== ====
INNODATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2000, 1999 and 1998
Additional Retained
Common Stock Paid-in Earnings Treasury
Shares Amount Capital (Deficit) Stock Total
January 1, 1998 18,260,832 $182,608 $ 8,703,340 $(3,449,218) $(182,597) $ 5,254,133
Net income - - - 2,249,680 - 2,249,680
Issuance of common
stock upon exercise
of stock
options 79,992 800 19,197 - - 19,997
Purchase of
treasury stock - - - - (38,372) (38,372)
---------- -------- ----------- ---------- --------- -----------
December 31, 1998 18,340,824 183,408 8,722,537 (1,199,538) (220,969) 7,485,438
Net income - - - 2,112,724 - 2,112,724
Issuance of common
stock upon exercise
of stock options 2,054,956 20,548 892,913 - - 913,461
Issuance of common
stock for software
development 139,992 1,400 67,196 - - 68,596
Income tax benefit
from exercise of
stock options - - 1,071,875 - - 1,071,875
---------- -------- ----------- ---------- --------- -----------
December 31, 1999 20,535,772 205,356 10,754,521 913,186 (220,969) 11,652,094
Net income - - - 6,168,214 - 6,168,214
Issuance of common
stock upon exercise
of stock options
and warrants 1,152,442 11,526 689,601 - - 701,127
Income tax benefit
from exercise of
stock options - - 795,000 - - 795,000
---------- -------- ----------- ---------- --------- -----------
December 31, 2000 21,688,214 $216,882 $12,239,122 $7,081,400 $(220,969) $19,316,435
========== ======== =========== ========== ========= ===========
INNODATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2000, 1999 and 1998
2000 1999 1998
OPERATING ACTIVITIES:
Net income $ 6,168,214 $ 2,112,724 $ 2,249,680
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,959,060 1,797,031 1,322,721
Tax benefit from exercise of options 795,000 1,071,875 -
Restructuring costs, impairment of
assets and other - - 133,141
Loss (gain) on disposal of fixed assets 30,447 71,630 (74,399)
(Gain) on foreign currency contracts - - (487,458)
Deferred income taxes 574,000 (199,000) (482,000)
Changes in operating assets and liabilities:
Accounts receivable (551,674) (2,304,006) 419,834
Prepaid expenses and other current assets (977,415) (326,131) 120,459
Other assets (409,034) (73,565) 23,660
Accounts payable and accrued expenses 1,653,394 258,238 (76,805)
Liability for foreign currency contracts - - (912,542)
Accrued salaries and wages 1,530,529 680,145 208,422
Income and other taxes payable 614,580 (210,855) 102,300
----------- ----------- -----------
Net cash provided by operating activities 12,387,101 2,878,086 2,547,013
----------- ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (7,403,446) (3,890,848) (1,024,622)
Proceeds from disposal of property and equipment - - 182,912
----------- ----------- -----------
Net cash used in investing activities (7,403,446) (3,890,848) (841,710)
----------- ----------- -----------
FINANCING ACTIVITIES:
Payments of borrowings (24,817) (55,990) (121,247)
Proceeds from exercise of stock options 701,127 913,461 19,997
Purchase of treasury stock - - (38,372)
----------- ----------- -----------
Net cash provided by (used in)
financing activities 676,310 857,471 (139,622)
----------- ----------- -----------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 5,659,965 (155,291) 1,565,681
CASH AND EQUIVALENTS, BEGINNING OF YEAR 3,380,242 3,535,533 1,969,852
----------- ----------- -----------
CASH AND EQUIVALENTS, END OF YEAR $ 9,040,207 $ 3,380,242 $ 3,535,533
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the year for:
Interest $ 42,883 $ 10,542 $ 32,524
Income taxes $ 1,018,000 $ 310,698 $ -
INNODATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 and 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Basis of Presentation - Innodata Corporation and subsidiaries
(the "Company") is a leading provider of digital content outsourcing services,
specializing in XML transformations and content enhancement, offering a "single
solution" for companies needing to create high-value, large scale web and
on-line content. The Company's services are performed in production facilities
located in the Philippines, Sri Lanka, India and the United States. The
consolidated financial statements include the accounts of the Company and its
subsidiaries, all of which are wholly owned. All intercompany transactions and
balances have been eliminated in consolidation.
Use of Estimates - In preparing financial statements in conformity with
generally accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Revenue Recognition - Revenue is recognized in the period in which services
are performed and delivered.
Deferred Production Costs - Deferred production costs consist of actual
labor and certain other costs incurred for uncompleted and unbilled services.
Included in prepaid expenses and other current assets at December 31, 2000 and
1999 are deferred production costs totaling $876,000 and $46,000, respectively.
Foreign Currency - The functional currency for the Company's production
operations located in the Philippines, India and Sri Lanka is U.S. dollars. As
such, transactions denominated in Philippine pesos, Indian and Sri Lanka rupees
were translated to U.S. dollars at rates which approximate those in effect on
transaction dates. Monetary assets and liabilities denominated in foreign
currencies at December 31, 2000 and 1999 were translated at the exchange rate in
effect as of those dates. Exchange losses resulting from such transactions in
2000 totaled approximately $180,000. Exchange gains and losses in 1999 and 1998
resulting from such transactions were immaterial.
Statement of Cash Flows - For financial statement purposes (including cash
flows), the Company considers all highly liquid debt instruments purchased with
an original maturity of three months or less to be cash equivalents.
Depreciation - Depreciation is provided on the straight-line method over
the estimated useful lives of the related assets which are as follows:
Estimated Useful
Category Lives
Equipment 3-5 years
Furniture and fixtures 5-10 years
Leasehold improvements are amortized on the straight-line basis over the
shorter of their estimated useful lives or the lives of the leases.
Income Taxes - Deferred taxes are determined based on the difference
between the financial statement and tax bases 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.
Accounting for Stock-Based Compensation - The Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation," which became effective in 1996.
As permitted by SFAS No. 123, the Company has elected to continue to account for
employee stock options under APB No. 25, "Accounting for Stock Issued to
Employees."
Fair Value of Financial Instruments - The Company has estimated the fair
value of financial instruments using available market information and other
valuation methodologies in accordance with SFAS No. 107, "Disclosures About Fair
Value of Financial Instruments." Management of the Company believes that the
fair value of financial instruments for which estimated fair value has not been
specifically presented, primarily cash and accounts receivable, is not
materially different than the related carrying value. Determinations of fair
value are based on subjective data and significant judgment relating to timing
of payments and collections and the amounts to be realized. Different
assumptions and/or estimation methodologies might have a material effect on the
fair value estimates. Accordingly, the estimates of fair value are not
necessarily indicative of the amounts the Company would realize in a current
market exchange.
Income Per Share - Basic earnings per share is based on the weighted
average number of common shares outstanding without consideration of potential
common stock. Diluted earnings per share is based on the weighted average number
of common and potential common shares outstanding. The calculation takes into
account the shares that may be issued upon exercise of stock options, reduced by
the shares that may be repurchased with the funds and tax benefits received from
the exercise, based on average prices during the year.
2. PROPERTY AND EQUIPMENT
Property and equipment, stated at cost less accumulated depreciation and
amortization, consist of the following:
December 31, 2000 1999
Equipment $12,447,297 $ 9,522,707
Furniture and fixtures 724,893 501,768
Leashold improvements 2,047,891 1,045,865
----------- -----------
Total 15,220,081 11,070,340
Less accumulated depreciation
and amortization 5,756,025 6,178,348
----------- -----------
$ 9,464,056 $ 4,891,992
=========== ===========
As of December 31, 2000 and 1999, the net book value of property and
equipment located at the Company's production facilities in the Philippines,
India and Sri Lanka was approximately $9,046,000 and $4,217,000, respectively.
3. INCOME TAXES
The significant components of the provision for (benefit from) income taxes
are as follows:
2000 1999 1998
Current income tax expense:
Foreign $ 61,000 $ - $ 50,000
Federal 2,040,000 884,000 55,000
State and local 294,000 156,000 45,000
---------- ---------- ---------
2,395,000 1,040,000 150,000
Deferred income tax expense (benefit) 574,000 (199,000) (482,000)
---------- ---------- ---------
Provision for (benefit from) income taxes $2,969,000 $ 841,000 $(332,000)
========== ========== =========
During 1998, the Company utilized approximately $1,100,000 of net operating
loss carryforwards, resulting in a tax benefit of $375,000.
Reconciliation of the U.S. statutory rate with the Company's effective tax
rate is summarized as follows:
2000 1999 1998
Federal statutory rate 34.0% 34.0% 34.0%
Effect of:
Valuation allowance - - (35.0)
Utilization of net operating loss carryforwards
not previously recognized - - (19.5)
State income taxes (net of federal tax benefit) 1.6 0.1 1.6
Effect of foreign tax holiday, net of foreign
income not deemed permanently reinvested (3.4) (8.1) -
Foreign taxes 0.7 - 2.6
Other (0.4) 2.5 (1.0)
---- ---- -----
Effective rate 32.5% 28.5% (17.3)%
==== ==== =====
As of December 31, 2000 and 1999, the composition of the Company's net
deferred income taxes is as follows:
2000 1999
Deferred income tax assets:
Allowances not currently deductible $ 726,000 $ 355,000
Expenses not deductible until paid 113,000 60,000
Net operating loss carryforwards - 225,000
----------- ---------
839,000 640,000
Less: valuation allowance - (100,000)
----------- ---------
839,000 540,000
----------- ---------
Deferred income tax liabilities:
Foreign source income, not taxable
until repatriated (1,500,000) (415,000)
Depreciation and amortization 237,000 25,000
----------- ---------
(1,263,000) (390,000)
----------- ---------
Net deferred income tax (liability)/asset $ (424,000) $ 150,000
=========== =========
4. COMMITMENTS AND CONTINGENT LIABILITIES
Line of Credit - The Company has a line of credit with a bank in the amount
of $3 million. The line is collateralized by accounts receivable. Interest is
charged at 1/2% above the bank's prime rate and is due on demand. The line was
unused at December 31, 2000.
Leases - The Company is obligated under various operating lease agreements
for office and production space. The agreements contain escalation clauses and
requirements that the Company pay taxes, insurance and maintenance costs. The
lease agreements for production space in the Philippines, which expire through
2007, contain provisions pursuant to which the Company may cancel the leases at
any time. The annual rental for the leased space in the Philippines is
approximately $950,000. For the years ended December 31, 2000, 1999 and 1998,
rent expense for office and production space totaled approximately $1,600,000,
$850,000 and $700,000, respectively.
In addition, the Company leases certain equipment under short-term
operating lease agreements. Pursuant to the lease agreements, the Company has
the option to purchase some or all of the equipment at fixed amounts. For the
year ended December 31, 2000, rent expense for equipment totaled approximately
$900,000.
At December 31, 2000, future minimum annual rental commitments on
non-cancellable leases (excluding equipment leases with terms less than one
year) are as follows:
2001 $ 570,000
2002 500,000
2003 295,000
2004 295,000
Thereafter 1,600,000
----------
$3,260,000
==========
Litigation - In response to an arbitration proceeding brought by the
Company against a former customer to collect past due amounts for services
performed, the former customer has filed an amended answer with counterclaims
alleging in substance breach of contract and warranty. These counterclaims seek
compensatory damages of not less than $1,000,000 and punitive damages of
$500,000. The amended answer was filed by the former customer after the New
York State Supreme Court granted the Company's petition to compel arbitration.
Management believes that the counterclaims are without merit, and intends to
vigorously pursue its claims against the former customer.
In addition, the Company is subject to various other legal proceedings and
claims which arise in the ordinary course of business.
While the outcome of these matters is currently not determinable,
management believes their outcome will not have a material adverse effect on the
Company's financial statements.
Foreign Currency - The Company's production facilities are located in the
Philippines, India and Sri Lanka. To the extent that the currencies of these
countries fluctuate, the Company is subject to risks of changing costs of
production after pricing is established for certain customer projects. However,
most significant contracts contain provisions for price renegotiation.
Other Commitments - The Company has a collective bargaining agreement with
certain employees at its Manila facility which provides for approximately 12%
wage increases per annum plus one-half of any government mandated increases
through March 31, 2001.
Philippine Pension Requirement - The Philippine government enacted
legislation requiring businesses to provide a lump-sum pension payment to
employees working at least five years and who are employed by the Company at age
60. Those eligible employees are to receive approximately 59% of one month's
pay for each year of employment with the Company. The terms of the collective
bargaining agreement provide benefits similar to the government. Based on
actuarial assumptions and calculations in accordance with SFAS No. 87,
"Employers' Accounting for Pensions," the liability for the future payment
is insignificant at December 31, 2000. Under the legislation, the Company
is not required to fund future costs, if any.
5. CAPITAL STOCK
Common Stock - Effective March 25, 1998, the Company's stockholders
approved a one-for-three reverse stock split. On September 9, 1999 and December
7, 2000, the Company paid a three-for-one and a two-for-one stock dividend,
respectively. On February 28, 2001, the Company declared a two-for-one stock
dividend payable on March 23, 2001, and the stockholders increased the number of
common shares the Company is authorized to issue to 75,000,000. The financial
statements and notes thereto, including all share and per share amounts, have
been restated to reflect all such splits.
Preferred Stock - The Board of Directors is authorized to fix the terms,
rights, preferences and limitations of the preferred stock and to issue the
preferred stock in series which differ as to their relative terms, rights,
preferences and limitations.
Common Stock Reserved - At December 31, 2000, the Company reserved for
issuance 8,942,884 shares of common stock pursuant to the Company's Stock Option
Plans (including 1,099,164 options issued to the Company's Chairman and its
President which were not granted under the plans).
6. STOCK OPTIONS
The Company adopted, with stockholder approval, 1993, 1994, 1995, 1996 and
1998 Stock Option Plans (the "1993 Plan," "1994 Plan," "1994 DD Plan," "1995
Plan," "1996 Plan" and the "1998 Plan") which provide for the granting of
options to purchase not more than an aggregate of 1,050,000, 1,260,000, 210,000,
2,400,000, 1,999,992 and 3,600,000 shares of common stock, respectively, subject
to adjustment under certain circumstances. Such options may be incentive stock
options ("ISOs") within the meaning of the Internal Revenue Code of 1986, as
amended, or options that do not qualify as ISOs ("Non-Qualified Options").
The option exercise price per share may not be less than the fair market
value per share of common stock on the date of grant (110% of such fair market
value for an ISO, if the grantee owns stock possessing more than 10% of the
combined voting power of all classes of the Company's stock). Options may be
granted under the Stock Option Plan to all officers, directors and employees of
the Company and, in addition, Non-Qualified Options may be granted to other
parties who perform services for the Company. No options may be granted under
the 1993 Plan after April 30, 2003, under the 1994 Plan and 1994 DD Plan, after
May 19, 2004, under the 1995 Plan, after May 16, 2005, under the 1996 Plan,
after July 8, 2006 and under the 1998 Plan, after July 8, 2008.
The Plans may be amended from time to time by the Board of Directors of the
Company. However, the Board of Directors may not, without stockholder approval,
amend the Plans to increase the number of shares of common stock which may be
issued under the Plans (except upon changes in capitalization as specified in
the Plans), decrease the minimum exercise price provided in the Plans or change
the class of persons eligible to participate in the Plans.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock Based Compensation." Accordingly, no compensation expense
has been recognized for stock options granted to employees. Had compensation
cost for the Company's stock option grants been determined based on the fair
value at the grant date for awards in 2000, 1999 and 1998 consistent with the
provisions of SFAS No. 123, the Company's net income would have been $5.7
million or $.28 per share, basic, and $.25 per share, diluted in 2000, $1.8
million, or $.10 per share, basic, and $.08 per share, diluted, in 1999, and
$1.5 million, or $.08 per share, basic and diluted, in 1998. The fair value
of options at date of grant was estimated using the Black-Scholes pricing model
with the following weighted average assumptions: expected life of four years;
risk free interest rate of 6% in 2000, 5% in 1999 and 1998, expected volatility
of 115% in 2000 and 107% in 1999 and 1998; and a zero dividend yield. The
effects of applying SFAS No. 123 in this disclosure are not indicative of future
disclosures.
Weighted
Weighted Average
Per Share Average Weighted Weighted Fair
Range of Remaining Average Average Value,
Exercise Number Contractual Exercise Number Exercise Date of
Prices Outstanding Life Price Exercisable Price Grant
Balance 1/1/98 $0.25 - 0.81 2,954,304 4 $0.53 1,391,628 $0.68
$0.85 - 1.75 2,174,292 3 $1.17 1,127,952 $1.08
---------- ---------
5,128,596 2,519,580
=========
Canceled $0.31 - 0.88 (1,936,392)
Canceled $0.95 - 1.75 (1,950,516)
Granted $0.25 - 0.53 2,115,588 5 $0.46 $0.33
Granted and
Repriced $0.42 - 0.72 3,207,120 2 $0.53 $0.22
Granted and
Repriced $1.38 399,996 3 $1.29 $0.17
Exercised $0.25 (79,992)
----------
Balance 12/31/98 $0.25 - 0.75 6,446,604 3 $0.47 1,169,952 $0.34
$1.19 - 1.49 437,796 2 $1.31 37,800 $1.47
---------- ---------
6,884,400 1,207,752
=========
Cancelled $0.25 - 0.57 (425,388) 3 $0.38
Granted $0.67 - 2.00 1,249,200 5 $1.05 $0.82
Exercised $0.25 - 0.75 (1,946,956) $0.48
----------
Balance 12/31/99 $0.25 - 0.47 1,321,320 2 $0.34 1,321,320 $0.34
$0.50 - 0.75 3,645,740 3 $0.58 2,056,940 $0.57
$1.19 - 2.00 794,196 2 $1.62 437,796 $1.31
---------- ---------
5,761,256 3,816,056
=========
Cancelled $0.35 - $2.00 (267,840) 5 $0.85
Granted $1.57 - $2.69 2,729,600 $1.97 $1.58
Exercised $0.25 - $2.00 (902,440) $0.61
---------
Balance 12/31/00 $0.25 - $0.47 1,019,640 2 $0.34 1,019,640 $0.34
$0.50 - $0.75 2,858,632 3 $0.58 2,429,632 $0.56
$1.29 399,996 2 $1.29 399,996 $1.29
$1.56 - $2.25 2,699,108 4 $1.90 295,984 $1.73
$2.50 - $2.69 343,200 5 $2.52 - -
---------- ---------
7,320,576 4,145,252
========== =========
Subsequent to December 31, 2000, the Company granted options to purchase
1,142,000 shares at $5.44 per share.
8. SEGMENT REPORTING
Until December 31, 1999 when the Company phased out its document imaging
services, the Company's operations were classified in two business segments;
Internet and on-line digital content outsourcing services, and document imaging
services.
Internet and on-line digital content outsourcing services provide all the
necessary steps for product development and data conversion to enable its
clients to create and disseminate vast amounts of information both on-line and
via the Internet. Its clients represent an array of Internet content providers
and major electronic publishers of legal, scientific, educational, and medical
information, as well as document-intensive companies repurposing their
proprietary information into electronic resources that can be referenced via
web-centric applications.
In 1999 and 1998, one client accounted for 17% and 13%, respectively, of
the Company's digital content outsourcing services' revenues. In addition,
during 1998, one client that is comprised of twelve affiliated companies,
accounted for 21% of such revenues. Further, in 1999 and 1998, export revenues,
all of which were derived from European clients, accounted for 21% and 22%,
respectively, of such revenues.
The document imaging services segment provided high volume backfile and
day-forward conversion of business documents, technical manuals, engineering
drawings, aperture cards, roll film, and microfiche, providing high quality
computer accessible images and indexing.
1999 1998
Revenues
Digital content outsourcing services $26,459,447 $17,401,346
Document imaging services 1,030,691 2,192,007
----------- -----------
Total consolidated $27,490,138 $19,593,353
=========== ===========
Income (loss) before income taxes
Digital content outsourcing services $ 3,523,682 $ 3,151,928(a)
Document imaging services (569,958) (1,234,248)(b)
----------- -----------
Total consolidated $ 2,953,724 $ 1,917,680
=========== ===========
(a) Includes gain on foreign currency contracts and reversal of previously
estimated liabilities of $736,000.
(b) Includes write off of goodwill of $382,000.
1999 1998
Total assets
Digital content outsourcing services $15,437,090 $ 9,520,116
Document imaging services 208,787 1,075,392
----------- -----------
Total consolidated $15,645,877 $10,595,508
=========== ===========
Capital expenditures
Digital content outsourcing services $ 3,881,870 $ 980,218
Document imaging services 8,978 44,404
----------- -----------
Total consolidated $ 3,890,848 $ 1,024,622
=========== ===========
Depreciation and amortization
Digital content outsourcing services $ 1,660,801 $ 1,116,445
Document imaging services 136,230 206,276
----------- -----------
Total consolidated $ 1,797,031 $ 1,322,721
=========== ===========
In 2000, one client accounted for 54% of the Company's total revenues, and
export revenues, most of which were derived from European clients, accounted for
10% of revenues. A significant amount of the Company's revenues are derived
from clients in the publishing industry. Accordingly, the Company's accounts
receivable generally include significant amounts due from such clients.
9. INCOME PER SHARE
2000 1999 1998
Net income $ 6,168,214 $ 2,112,724 $ 2,249,680
=========== =========== ===========
Weighted average common shares outstanding 20,261,644 18,701,488 17,740,896
Dilutive effect of outstanding warrants and options 3,016,339 2,592,264 376,692
----------- ----------- -----------
Adjusted for dilutive computation 23,277,983 21,293,752 18,117,588
=========== =========== ===========
Basic income per share $.30 $.11 $.13
==== ==== ====
Diluted income per share $.26 $.10 $.12
==== ==== ====
10. IMPAIRMENT OF ASSETS AND OTHER
In the fourth quarter of 1998, management determined that the goodwill
associated with the document imaging services business could not be recovered.
Accordingly, the unamortized amount of $382,000 was written off at December 31,
1998. Further, certain estimated liabilities for restructuring and other items
accrued in 1997 totaling $249,000 were deemed in excess of actual amounts
payable and were recognized as income in the fourth quarter of 1998.
11. FOREIGN CURRENCY CONTRACTS
In the second quarter of 1998, the Company reached an agreement in
connection with foreign currency contracts that were in dispute. This resulted
in a reduction of the estimated liability previously provided by $487,000 that
was recognized as a gain.
12. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
First Second Third Fourth
Quarter Quarter Quarter Quarter
(in thousands, except per share)
2000
Revenues $8,839 $9,712 $13,039 $19,141
Net income 258 429 1,468 4,013
Net income per share $.01 $.02 $.07 $.19
Diluted net income per share $.01 $.02 $.06 $.16
1999
Revenues $5,611 $7,026 $7,073 $7,780
Net income 291 968 585 269
Net income per share $.02 $.05 $.03 $.01
Diluted net income per share $.02 $.05 $.03 $.01
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Officers and Directors
The officers and directors of the Company are as follows:
Name Age Position
- ---- --- --------
Barry Hertz 51 Chairman of the Board of Directors
Jack Abuhoff 39 President, Chief Executive Officer and Director
Todd Solomon 39 Vice Chairman of the Board of Directors and Consultant
Martin Kaye 53 Executive Vice President, Chief Financial Officer, Secretary and
Director
Stephen Agress 39 Vice President - Finance
Jurgen Tanpho 36 Vice President - Operations
Jan Palmen 46 Vice President - Sales
Klaas Brouwer 34 Vice President - Technology
Abraham Biderman 52 Director
Dr. E. Bruce Fredrikson 63 Director
Dr. Charles F. Goldfarb 61 Director
Barry Hertz has been Chairman since 1988 and Chief Executive Officer of the
Company until August 1995. He founded Track Data Corporation ("Track") in 1981.
He was Track's sole stockholder and Chief Executive Officer until its merger
(the "Merger") on March 31, 1996 with Global Market Information, Inc.
("Global"), a public company co-founded by Mr. Hertz, who was its Chairman and
Chief Executive Officer. Upon consummation of the Merger, Global changed its
name to Track Data Corporation ("TDC"). Mr. Hertz holds a B.S. degree in
mathematics from Brooklyn College (1971) and an M.S. degree in computer science
from New York University (1973).
Jack Abuhoff has served as President and CEO since September 15, 1997. He
has been a Director of the Company since its founding. From 1995 to 1997 he was
Chief Operating Officer of Charles River Corporation, an international systems
integration and outsourcing firm. From 1992 to 1994, he was employed by
Chadbourne & Parke, and engaged in Sino-American technology joint ventures with
Goldman Sachs. He practiced international corporate law with White & Case from
1986 to 1992. He holds an A.B. degree from Columbia College (1983) and a J.D.
degree from Harvard Law School (1986).
Todd Solomon has been Vice Chairman and consultant to the Company since his
resignation as President and CEO on September 15, 1997. He served as President
and a Director of the Company since its founding by him in 1988. He had been
Chief Executive Officer since August 1995. Mr. Solomon was President of Ruck
Associates, an executive recruiting firm from 1986 until 1987. Mr. Solomon
holds an A.B. in history and physics from Columbia University (1986).
Martin Kaye has been Chief Financial Officer of the Company since October
1993, and was elected Executive Vice President in March 1998. He has been a
Director since March 1995. He is a certified public accountant and serves as
Vice President of Finance and a Director of TDC. Mr. Kaye had been an audit
partner with Deloitte & Touche for more than five years until his resignation in
1993. Mr. Kaye holds a B.B.A. in accounting from Baruch College (1970).
Stephen Agress was elected Vice President - Finance in March 1998. He
served as Corporate Controller since joining the Company in August 1995. Mr.
Agress is a certified public accountant and had been a senior audit manager with
Deloitte & Touche for more than five years prior to his resignation in 1995. Mr.
Agress holds a B.S. in accounting from Yeshiva University (1982).
Jurgen Tanpho was elected Vice President - Operations in March 1998. He
served in various management capacities since joining the Company in 1991, most
recently in the position of Assistant to the President of Manila Operations. He
holds a B.S. degree in industrial engineering from the University of the
Philippines (1986).
Jan Palmen was elected Vice President - Sales in February 1999. Mr. Palmen
was chief operating officer at SPI Technologies, Inc., a leading competitor of
the Company, from 1995 through 1998. Prior to SPI, he was general manager,
production for Reed/Elsevier from 1991 through 1995. He was also a member of the
steering committee for global SGML implementation. Before that, he spent three
years with United Dutch Publishers as head of sales and production and two years
with a global management consultancy company as a strategic consultant. He holds
a M.B.A. degree (1979) in marketing, economics and logistics management and a
B.B.A. degree (1976) in economics and marketing, both from Erasmus University in
Amsterdam.
Klaas Brouwer was elected Vice President - Technology in July 2000. He was
Assistant Vice President for Technology from September 1998 until June 2000.
Mr. Brouwer was Chief Technical Officer and Special Projects Division Manager at
SPI Technologies, Inc., a leading competitor of the Company, from 1996 through
1998. From 1993 up to 1996, he served as IT Manager and member of the
Management Team of Elsevier Science, responsible for the implementation of
Software Development, LAN, WAN and Data Centers. Mr. Brouwer holds a Bachelors
Degree in Information Technology from the Noordelijke Hogeschool Leeuwarden, a
leading university in the Netherlands (1993).
Abraham Biderman has been a Director of the Company since October 2000. He
is Executive Vice President of Lipper & Company, Inc., a diversified financial
services and money management firm, which he joined in 1990. He is also
Managing Director of the Lipper Funds, Inc., a mutual fund family comprised of
three publicly traded mutual funds, and of the Lipper Prime Asset
Management/Lipper Leumi Asset Management, a provider of asset management
services to foreign investors. Prior thereto, he served as special advisor to
the Deputy Mayor and then the Mayor during New York City's Koch Administration.
From January 1988 through December 1989, Mr. Biderman was Commissioner of New
York City's Department of Housing, Preservation and Development. Prior thereto,
he served as Commissioner of New York City's Department of Finance and as
Chairman of New York City's Employee Retirement System. Mr. Biderman is a
Director of the Municipal Assistance Corporation of the City of New York, a
member of the Housing Committee of the Real Estate Board of New York, a Director
of the New York City Public/Private Initiatives, Inc., a Director of M-Phase
Technologies, Inc., a company that manufactures and markets high-bandwidth
telecommunications products incorporating DSL technology, and is also on the
boards of numerous not-for-profit and philanthropic organizations. Mr. Biderman
is a certified public accountant and graduated with a B.A. in Investment Banking
from Brooklyn College (1970).
Dr. E. Bruce Fredrikson has been a Director of the Company since August
1993. He is currently a Professor of Finance at Syracuse University School of
Management where he has taught since 1966 and has previously served as Chairman
of the Finance Department. Dr. Fredrikson has a B.A. in economics from
Princeton University and a M.B.A. and a Ph.D. in finance from Columbia
University. He is also an independent general partner of Fiduciary Capital
Partners, L.P. and Fiduciary Capital Pension Partners, L.P. He is also a
Director of TDC.
Dr. Charles F. Goldfarb has been a Director of the Company since October
2000. Dr. Goldfarb invented SGML (Standard Generalized Markup Language) in 1974
and later led the team that developed it into the International Standard (ISO
8879) on which the World Wide Web's HTML (HyperText Markup Language) and XML
(Extensible Markup Language) are based. HTML is an SGML application, while XML
is a Web-optimized subset of SGML. Dr. Goldfarb has served as Editor of the SGML
International Standard for 20 years, and is a consultant to developers of SGML
and XML applications and products. He is co-author of "The XML Handbook Third
Edition" (Prentice-Hall, 2001), the first edition of which was rated the top XML
book of 1998 by Amazon.com. He also authored "The SGML Handbook" (Oxford
University Press, 1990), cited by "Seybold Report" as the definitive reference
on SGML, and "The SGML Buyer's Guide: A Unique Guide to Determining Your
Requirements and Choosing the Right SGML" and "XML Products and Services"
(Prentice-Hall, 1998). He is Series Editor of Prentice-Hall's "Charles F.
Goldfarb Series on Open Information Management" and "The Definitive XML Series
from Charles F. Goldfarb." He has been profiled in "Forbes," "Web Techniques,"
"Red Herring," and other publications. He holds the Graphic Communications
Association's first International SGML Award and the Printing Industries of
America's Gutenberg Award, and is an Honorary Fellow of the Society for
Technical Communication. Dr. Goldfarb earned an A.B. degree from Columbia
College (1960) and a J.D. at Harvard Law School (1964).
There are no family relationships between or among any directors or
officers of the Company. Directors are elected to serve until the next annual
meeting of stockholders and until their successors are elected and qualified.
Officers serve at the discretion of the Board.
Compliance with Section 16(a) of the Exchange Act.
The Company believes that during the period from January 1, 2000 through
December 31, 2000 all officers, directors and greater than ten-percent
beneficial owners complied with Section 16(a) filing requirements.
Item 11. Executive Compensation.
Executive Compensation
The following table sets forth information with respect to compensation
paid by the Company for services to the Company during the three fiscal years
ended December 31, 2000 to those executive officers whose aggregate cash and
cash equivalent compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Number of
Name and Principal Calendar Stock Options
Position Year Salary Bonus Awarded
Jack Abuhoff 2000 $297,892 $ 75,000 1,020,000
President and CEO 1999 250,000 50,000 180,000
1998 200,000 20,000 249,996
(A) 1,134,168
Barry Hertz 2000 $ 75,000 $ - 250,000
Chairman 1999 75,000 - 180,000
1998 75,000 - 168,000
(A) 444,000
Todd Solomon 2000 $ 75,000 $ - 176,000
Vice Chairman of the Board 1999 75,000 - 126,000
and Consultant 1998 93,750 - 126,000
(A) 860,388
Stephen Agress 2000 $164,800 $ 24,720 100,000
Vice President - Finance 1999 160,000 - 72,000
Jan Palmen 2000 $138,000 $115,719 140,000
Vice President - Sales 1999 110,000 38,000 72,000
Jurgen Tanpho 2000 $102,724 $ 15,409 100,000
Vice President - Operations
Klaas Brouwer 2000 $ 92,950 $ 25,097 100,000
Vice President - Technology
(A) Options granted in prior years and repriced in 1998
The above compensation does not include certain insurance and other personal
benefits, the total value of which does not exceed as to any named officer, the
lesser of $50,000 or 10% of such person's cash compensation. The Company has
not granted any stock appreciation rights nor does it have any "long-term
incentive plans," other than its stock option plans.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Potential Realized
Value at Assumed
Percent of Total Annual Rates of
Number of Options Granted Exercise Stock Appreciation for
Options to Employees in Price Expiration Option Term
Name Granted Fiscal Year Per Share Date 5% 10%
Jack Abuhoff 1,020,000 37% $1.57 - $2.25 6/05 - 10/05 $2,712,098 $3,422,334
Barry Hertz 250,000 9% 1.57 6/05 500,941 632,125
Todd Solomon 176,000 6% 1.57 6/05 352,662 445,016
Stephen Agress 100,000 4% 1.57 6/05 200,376 252,850
Jan Palmen 140,000 5% 1.57 - 2.25 6/05 - 10/05 315,242 397,796
Jurgen Tanpho 100,000 4% 1.57 6/05 200,376 252,850
Klaas Brouwer 100,000 4% 1.57 6/05 200,376 252,850
The options become exercisable on a linear basis over 48 months.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR;
FISCAL YEAR END OPTION VALUES
Number Value of Unexercised
Shares of Unexercised In-the-Money Options
Acquired Value Options at Fiscal Year End at Fiscal Year End
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
Jack Abuhoff 126,996 $470,560 1,444,106/1,073,542 $6,855,307/$3,778,472
Barry Hertz 240,000 $847,900 418,454/303,542 $2,030,272/$1,275,972
Todd Solomon 123,996 $242,930 897,658/213,334 $4,528,466/$896,545
Stephen Agress 39,996 $58,944 206,584/121,416 $1,011,485/$510,386
Jan Palmen 36,000 $172,620 50,584/161,416 $231,485/$640,386
Jurgen Tanpho 15,998 $61,952 225,928/121,416 $1,108,198/$510,386
Klaas Brouwer - - 62,584/121,416 $291,110/$510,386
Directors Compensation
Dr. E. Bruce Fredrikson was compensated at the rate of $1,250 per month,
plus out-of-pocket expenses for each meeting attended. In addition, commencing
November 2000, Dr. Charles F. Goldfarb was compensated at a rate of $2,000 per
month, plus out-of-pocket expenses for each meeting attended. In addition, Mr.
Goldfarb received approximately $15,000 for certain special assignments. No
other director is compensated for his services as director. Further, in 2000,
Messrs. Fredrikson, Biderman and Goldfarb received options to purchase 60,000,
80,000 and 120,000 shares, respectively, (after giving retroactive effect to a
two-for-one stock split declared on February 28, 2001).
The Company has an arrangement with Todd Solomon, its former President and
CEO, that provides for a salary of $75,000 per annum. He serves as Vice
Chairman of the Board and in executive capacities as designated by the CEO or
the Board of Directors.
Compensation Committee Interlocks and Insider Participation
For the Company's fiscal year ended December 31, 2000, Messrs. Hertz,
Abuhoff and Kaye were officers of the Company and were members of the Board of
Directors (there is no compensation committee). Mr. Hertz is Chairman and CEO
of Track Data and Mr. Kaye is chief financial officer and a director of Track
Data. Dr. Fredrikson is also a director of Track Data.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of February 28, 2001, information
regarding the beneficial ownership of the Company's Common Stock based upon the
most recent information available to the Company for (i) each person known by
the Company to own beneficially more than five (5%) percent of the Company's
outstanding Common Stock, (ii) each of the Company's officers and directors, and
(iii) all officers and directors of the Company as a group. Unless otherwise
indicated, each stockholder's address is c/o Company, 3 University Plaza,
Hackensack, NJ 07601.
Shares Owned Beneficially (1)
Amount and Nature
Name and Address of of Beneficial
Beneficial Owner Ownership Percent of Class
Track Data Corporation (2) 2,176,972 10.3%
Barry Hertz (3) 2,669,858 12.4%
Todd Solomon (4) 3,016,488 13.7%
Jack Abuhoff (5) 1,692,224 7.5%
Martin Kaye (6) 551,328 2.6%
Stephen Agress (7) 423,672 2.0%
Jurgen Tanpho (8) 250,258 1.2%
Jan Palmen (9) 63,916 *
Klaas Brouwer (10) 91,916 *
Dr. E. Bruce Fredrikson (11)
Syracuse University
School of Management
Syracuse, NY 13244 158,988 *
Abraham Biderman - *
Dr. Charles F. Goldfarb 800 *
All Officers and Directors
as a Group (11 persons)
(3)(4)(5)(6)(7)(8)(9)(10)(11) 8,919,448 35.3%
______________________________
* Less than 1%.
1. Except as noted otherwise, all shares are owned beneficially and of record.
Includes shares pursuant to options presently exercisable or which are exercisable
within 60 days. Based on 21,134,252 shares outstanding.
2. Consists of 2,176,972 shares owned by Track Data Corporation ("TDC").
3. Includes 2,176,972 shares owned by TDC, which is principally owned by Mr.
Hertz, 33,600 shares held in a pension plan for the benefit of Mr. Hertz and
currently exercisable options to purchase 439,286 shares of Common Stock.
4. Includes currently exercisable options to purchase 912,324 shares of Common
Stock.
5. Includes currently exercisable options to purchase 1,577,228 shares of Common
Stock.
6. Includes currently exercisable options to purchase 511,332 shares of Common
Stock.
7. Includes 182,040 shares owned of record and currently exercisable options to
purchase 214,916 shares of Common Stock. Also includes exercisable options to
purchase 26,716 shares of Common Stock by his wife. Mr. Agress disclaims beneficial
ownership in shares attributable to his wife.
8. Includes currently exercisable options to purchase 234,260 shares of Common
Stock.
9. Consists of shares issuable upon exercise of currently exercisable options
granted under the Company's Stock Option Plans.
10. Includes currently exercisable options to purchase 70,916 shares of Common
Stock.
11. Includes currently exercisable options to purchase 142,992 shares of Common
Stock.
Item 13. Certain Relationships and Related Transactions.
There were no material related party transactions.
PART IV
Item 14. Exhibits and Reports on Form 8-K
(a) Exhibits which are indicated as being included in previous filings are
incorporated herein by reference.
Exhibit Description Filed as Exhibit
- ------- ----------- -----------------------
3.1 Restated Certificate of
Incorporation Exhibit 3.1 to Form SB-2 Registration Statement No. 33-62012
3.2 By-Laws Exhibit 3.2 to Form SB-2 Registration Statement No. 33-62012
4.2 Specimen of Common Stock
certificate Exhibit 4.2 to Form SB-2 Registration Statement No. 33-62012
10.1 1994 Stock Option Plan Exhibit A to Definitive Proxy dated August 9, 1994
10.2 1993 Stock Option Plan Exhibit 10.4 to Form SB-2 Registration Statement No. 33-62012
10.3 Form of Indemnity
Agreement with Directors Exhibit 10.5 to Form SB-2 Registration Statement No. 33-62012
10.4 1994 Disinterested Directors
Stock Option Plan Exhibit B to Definitive Proxy dated August 9, 1994
10.5 1995 Stock Option Plan Exhibit A to Definitive Proxy dated August 10, 1995
10.6 1996 Stock Option Plan Exhibit A to Definitive Proxy dated November 7, 1996
10.7 1998 Stock Option Plan Exhibit A to Definitive Proxy dated November 5, 1998
21 Subsidiaries of the
registrant Filed herewith
23 Consent of Grant
Thornton LLP Filed herewith
(b) There were no reports on Form 8-K filed during the quarter ended December 31, 2000.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INNODATA CORPORATION
By /s/
------------------------
Barry Hertz
Chairman of the Board
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
- --------- ------ -----
/s/ Chairman of the Board March 29, 2001
- -----------------------
Barry Hertz
/s/ President, Chief Executive Officer March 29, 2001
- ----------------------- and Director
Jack Abuhoff
/s/ Vice Chairman of the Board March 29, 2001
- -----------------------
Todd Solomon
/s/ Executive Vice President (Principal March 29, 2001
- -----------------------
Martin Kaye Financial Officer), Director
/s/ Vice President - Finance (Principal March 29, 2001
- -----------------------
Stephen Agress Accounting Officer)
/s/ Director March 29, 2001
- -----------------------
Abraham Biderman
/s/ Director March 29, 2001
- -----------------------
Dr. E. Bruce Fredrikson
Director March 29, 2001
- -----------------------
Dr. Charles Goldfarb
Exhibit 21
Subsidiaries
State or other Name under
jurisdiction of which subsidiary
Name of Subsidiary incorporation conducts business
--------------- ------------------
Innodata Philippines, Inc.* Philippines Same
Innodata India (Private) Limited* India Same
Innodata Mandaue, Inc.* Philippines Same
Innodata Lanka (Private) Limited* Sri Lanka Same
* Wholly-owned by Innodata Asia Holdings, Limited which is 100% owned by Innodata Corporation.
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated February 23, 2001 (except for Note 5 as to which
the date is February 28, 2001) accompanying the consolidated financial
statements included in the Annual Report of Innodata Corporation on Form 10-K
for the year ended December 31, 2000. We hereby consent to the incorporation by
reference of said reports in the Registration Statements of Innodata Corporation
on Form S-8 (Registration No. 33-85530, dated October 21, 1994, Registration No.
333-3464, dated April 18, 1996, Registration No. 33-63085, dated September 9,
1998 and Registration No. 333-82185, dated July 2, 1999) and on Form S-3
(Registration No. 33-62012, dated April 11, 1996, Registration No. 333-91649,
dated January 6, 2000 and Registration No. 333-51400, dated January 2, 2001).
/s/
Grant Thornton LLP
New York, New York
February 23, 2001