Innodata Inc 10-Q for FY2023 Q2

Innodata Inc (INOD)

10-Q 2023-08-11 For: 2023-06-30

Added on April 06, 2026

About this 10-Q

Innodata Inc filed this 10-Q on August 11, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $19.66M; down 1.7% from $19.99M a year earlier
Net loss: $815K; compared with a net loss of $3.83M a year earlier
Diluted EPS: -$0.03; compared with -$0.14 a year earlier

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

	For the quarterly period ended June 30, 2023

OR

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

For the transition period from to

Delaware	13-3475943
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

55 Challenger Road	07660
Ridgefield Park, New Jersey	(Zip Code)
(Address of principal executive offices)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	INOD	The NASDAQ Stock Market LLC

	Part I – Financial Information
		Page No.
Item 1.	Financial Statements
	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2023 and 2022	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2023 and 2022	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	5
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

	Part II – Other Information

Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
Signatures		48


	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	13,652	$	9,792
Short term investments – other		14		507
Accounts receivable, net of allowance for doubtful accounts		8,359		9,528
Prepaid expenses and other current assets		3,839		3,858
Total current assets		25,864		23,685
Property and equipment, net		2,430		2,511
Right-of-use-asset, net		3,938		4,309
Other assets		2,229		1,498
Deferred income taxes, net		1,586		1,475
Intangibles, net		13,489		12,526
Goodwill		2,069		2,038
Total assets	$	51,605	$	48,042

LIABILITIES, NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,718	$	2,630
Accrued expenses and other		5,219		7,250
Accrued salaries, wages and related benefits		6,802		6,136
Income and withholding taxes		4,999		3,230
Long-term obligations - current portion		1,063		877
Operating lease liability - current portion		582		693
Total current liabilities		21,383		20,816
Deferred income taxes, net		17		65
Long-term obligations, net of current portion		6,450		5,079
Operating lease liability, net of current portion		3,828		4,036
Total liabilities		31,678		29,996

Commitments and contingencies
Non-controlling interests		(724)		(727)

STOCKHOLDERS’ EQUITY:
Serial preferred stock; 4,998,000 shares authorized, none outstanding		-		-
Common stock, $.01 par value; 75,000,000 shares authorized; 31,483,000 shares issued and 28,299,000 outstanding at June 30, 2023 and 30,589,000 shares issued and 27,405,000 outstanding at December 31, 2022		315		306
Additional paid-in capital		39,966		35,815
Deficit		(11,706)		(8,775)
Accumulated other comprehensive loss		(1,459)		(2,108)
		27,116		25,238
Less: treasury stock, 3,184,000 shares at June 30, 2023 and December 31, 2022 at cost		(6,465)		(6,465)
Total stockholders’ equity		20,651		18,773
Total liabilities, non-controlling interests and stockholders’ equity	$	51,605	$	48,042


	Three Months Ended
	June 30,
	2023		2022
Revenues	$	19,655	$	19,987
Operating costs and expenses:
Direct operating costs		12,715		12,992
Selling and administrative expenses		7,574		10,277
Interest income, net		(7)		(1)
		20,282		23,268
Loss before provision for income taxes		(627)		(3,281)
Provision for income taxes		188		550
Consolidated net loss		(815)		(3,831)
Income attributable to non-controlling interests		-		2
Net loss attributable to Innodata Inc. and Subsidiaries	$	(815)	$	(3,833)
Loss per share attributable to Innodata Inc. and Subsidiaries:
Basic and Diluted	$	(0.03)	$	(0.14)

Weighted average shares outstanding:
Basic and Diluted		27,860		27,226

Other Comprehensive Loss:
Consolidated Net loss	$	(815)	$	(3,831)
Pension liability adjustment, net of taxes		(4)		38
Foreign currency translation adjustment		67		(600)
Change in fair value of derivatives, net of taxes		108		(541)
Other comprehensive income (loss)		171		(1,103)
Total Comprehensive loss		(644)		(4,934)
Less: Comprehensive income attributable to non-controlling interest		-		2
Comprehensive Loss attributable to Innodata Inc. and Subsidiaries	$	(644)	$	(4,936)


	Six Months Ended
	June 30,
	2023		2022
Revenues	$	38,494	$	41,179
Operating costs and expenses:
Direct operating costs		25,589		26,406
Selling and administrative expenses		15,371		20,467
Interest expense, net		56		2
		41,016		46,875
Loss from operations		(2,522)		(5,696)
Provision for income taxes		406		1,025
Consolidated net loss		(2,928)		(6,721)
Income (loss) attributable to non-controlling interests		3		(73)
Net Loss attributable to Innodata Inc. and Subsidiaries	$	(2,931)	$	(6,648)
Loss per share attributable to Innodata Inc. and Subsidiaries:
Basic and Diluted	$	(0.11)	$	(0.24)
Weighted average shares outstanding:
Basic and Diluted		27,661		27,192
Other Comprehensive Loss:
Consolidated Net loss	$	(2,928)	$	(6,721)
Pension liability adjustment, net of taxes		(9)		78
Foreign currency translation adjustment		127		(626)
Change in fair value of derivatives, net of taxes		531		(536)
Other comprehensive income (loss)		649		(1,084)
Total Comprehensive loss		(2,279)		(7,805)
Less: Comprehensive income (loss) attributable to non-controlling interests		3		(73)
Comprehensive Loss attributable to Innodata Inc. and Subsidiaries	$	(2,282)	$	(7,732)


								Accumulated
				Additional		Retained		Other
	Common Stock			Paid-in		Earnings		Comprehensive		Treasury Stock
	Shares	Amount		Capital		(Deficit)		Loss		Shares	Amount		Total
January 1, 2023	30,589	$	306	$	35,815	$	(8,775)	$	(2,108)	(3,184)	$	(6,465)	$	18,773
Net loss attributable to Innodata Inc. and subsidiaries	-		-		-		(2,116)		-	-		-		(2,116)
Stock-based compensation	-		-		962		-		-	-		-		962
Stock option exercises	148		1		320		-		-	-		-		321
Shares withheld for exercise net settlement	(3)		-		-		-		-	-		-		-
Pension liability adjustments, net of taxes	-		-		-		-		(5)	-		-		(5)
Foreign currency translation adjustment	-		-		-		-		60	-		-		60
Change in fair value of derivatives, net of taxes	-		-		-		-		423	-		-		423
March 31, 2023	30,734	$	307	$	37,097	$	(10,891)	$	(1,630)	(3,184)	$	(6,465)	$	18,418
Net loss attributable to Innodata Inc. and subsidiaries	-		-		-		(815)		-	-		-		(815)
Stock-based compensation	-		-		1,019		-		-	-		-		1,019
Stock option exercises	749		8		1,850		-		-	-		-		1,858
Pension liability adjustments, net of taxes	-		-		-		-		(4)	-		-		(4)
Foreign currency translation adjustment	-		-		-		-		67	-		-		67
Change in fair value of derivatives, net of taxes	-		-		-		-		108	-		-		108
June 30, 2023	31,483	$	315	$	39,966	$	(11,706)	$	(1,459)	(3,184)	$	(6,465)	$	20,651

January 1, 2022	30,347	$	303	$	35,121	$	3,160	$	(2,192)	(3,184)	$	(6,465)	$	29,927
Net loss attributable to Innodata Inc. and subsidiaries	-		-		-		(2,815)		-	-		-		(2,815)
Stock-based compensation	-		-		537		-		-	-		-		537
Stock option exercises	23		1		26		-		-	-		-		27
Shares withheld for taxes on restricted shares vesting	(7)		-		(53)		-		-	-		-		(53)
Redemption of non-controlling interest	-		-		(2,864)		-		-	-		-		(2,864)
Pension liability adjustments, net of taxes	-		-		-		-		40	-		-		40
Foreign currency translation adjustment	-		-		-		-		(26)	-		-		(26)
Change in fair value of derivatives, net of taxes	-		-		-		-		5	-		-		5
March 31, 2022	30,363	$	304	$	32,767	$	345	$	(2,173)	(3,184)	$	(6,465)	$	24,778
Net loss attributable to Innodata Inc. and subsidiaries	-		-		-		(3,833)		-	-		-		(3,833)
Stock-based compensation	-		-		1,028		-		-	-		-		1,028
Stock option exercises	124		1		152		-		-	-		-		153
Redemption of non-controlling interest	-		-		(1)		-		-	-		-		(1)
Pension liability adjustments, net of taxes	-		-		-		-		38	-		-		38
Foreign currency translation adjustment	-		-		-		-		(600)	-		-		(600)
Change in fair value of derivatives, net of taxes	-		-		-		-		(541)	-		-		(541)
June 30, 2022	30,487	$	305	$	33,946	$	(3,488)	$	(3,276)	(3,184)	$	(6,465)	$	21,022


	Amount
Balance - December 31, 2022	$	4,366
Net deferred revenue in the period		8,059
Revenue recognized		(9,500)
Currency translations and other adjustments		111
Balance - June 30, 2023	$	3,036


	Amount
Balance - January 1, 2023	$	1,213
Additions charged to expense		180
Write-offs against allowance		(230)
Foreign currency translation adjustment		3
Balance - March 31, 2023	$	1,166
Additions charged to expense		152
Write-offs against allowance		(101)
Foreign currency translation adjustment		3
Balance - June 30, 2023	$	1,220


	June 30, 2023
					Foreign
	Gross				Currency		Net
	Carrying		Accumulated		Translation		Carrying
	Value		Amortization		Adjustment		Value
Acquired Intangible Assets
Developed technology	$	2,999	$	(2,489)	$	7	$	517
Customer relationships		2,096		(1,557)		8		547
Trademarks and tradenames		852		(747)		2		107
Patents		43		(38)		-		5
Media Contact Database		3,492		(2,445)		17		1,064
Total Acquired Intangible Assets	$	9,482	$	(7,276)	$	34	$	2,240

Capitalized Developed Software
Capitalized Developed Software	$	12,608	$	(5,419)	$	88	$	7,277
Capitalized Developed Software - in Progress		3,979		-		(7)		3,972
Total Capitalized Developed Software	$	16,587	$	(5,419)	$	81	$	11,249

Total	$	26,069	$	(12,695)	$	115	$	13,489


	December 31, 2022
					Foreign
	Gross				Currency		Net
	Carrying		Accumulated		Translation		Carrying
	Value		Amortization		Adjustment		Value
Acquired Intangible Assets
Developed technology	$	3,169	$	(2,468)	$	(43)	$	658
Customer relationships		2,228		(1,560)		(42)		626
Trademarks and tradenames		880		(740)		(8)		132
Patents		45		(38)		1		8
Media Contact Database		3,648		(2,358)		(68)		1,222
Total Acquired Intangible Assets	$	9,970	$	(7,164)	$	(160)	$	2,646

Capitalized Developed Software
Capitalized Developed Software	$	11,845	$	(4,398)	$	(348)	$	7,099
Capitalized Developed Software - in Progress		2,787		-		(6)		2,781
Total Capitalized Developed Software	$	14,632	$	(4,398)	$	(354)	$	9,880

Total	$	24,602	$	(11,562)	$	(514)	$	12,526


Year	Amortization
2023	$	3,049
2024		4,378
2025		3,451
2026		940
2027		460
Thereafter		1,211
	$	13,489


	For the Six Months
	Ended June 30,
	2023		2022
Federal income tax expense at statutory rate	(21.0)	%	(21.0)	%
Effect of:
Change in valuation allowance	51.3		40.3
Foreign operations permanent difference - foreign exchange gains and losses	4.7		2.1
Tax effects of foreign operations	3.8		1.2
Increase in unrecognized tax benefits (ASC 740)	2.6		1.2
State income tax net of federal benefit	0.4		0.2
Return to provision true up	(0.6)		2.0
Foreign rate differential	(1.5)		(6.3)
Deemed interest	(7.1)		-
Effect of stock based compensation	(22.7)		(1.0)
Other	6.2		(0.7)
Effective tax rate	16.1	%	18.0	%


	Unrecognized
	tax benefits
Balance - January 1, 2023	$	1,680
Increase for current period tax positions		87
Decrease for prior period tax positions		(68)
Interest accrual		46
Foreign currency remeasurement		7
Balance - June 30, 2023	$	1,752


	Six Months Ended
	June 30,
	2023		2022
Cash flows from operating activities:
Consolidated net loss	$	(2,928)	$	(6,721)
Adjustments to reconcile consolidated net loss to net cash
provided by operating activities:
Depreciation and amortization		2,242		1,824
Stock-based compensation		1,981		1,565
Deferred income taxes		(142)		167
Pension cost		538		303
Loss on lease termination		-		125
Changes in operating assets and liabilities:
Accounts receivable		1,270		274
Prepaid expenses and other current assets		634		(148)
Other assets		45		243
Accounts payable, accrued expenses and other		(1,856)		(1,647)
Accrued salaries, wages and related benefits		658		(35)
Income and withholding taxes*		1,741		178
Net cash provided by (used in) operating activities		4,183		(3,872)

Cash flows from investing activities:
Capital expenditures		(3,012)		(3,638)
Proceeds from short term investments - other		493		-
Net cash used in investing activities		(2,519)		(3,638)

Cash flows from financing activities:
Proceeds from stock option exercises		2,179		180
Payment of long-term obligations		(192)		(477)
Net cash provided by (used in) financing activities		1,987		(297)

Effect of exchange rate changes on cash and cash equivalents		209		(614)

Net increase (decrease) in cash and cash equivalents		3,860		(8,421)

Cash and cash equivalents, beginning of period		9,792		18,902

Cash and cash equivalents, end of period	$	13,652	$	10,481


Weighted-average lease term remaining (in months)	47
Weighted-average discount rate	9.13	%


				Weighted - Average
	Number of	Weighted - Average		Remaining Contractual	Aggregate
	Options	Exercise Price		Term (years)	Intrinsic Value
Outstanding at January 1, 2023	6,690,490	$	3.09
Granted*	25,000		3.31
Exercised	(871,884)		2.34
Forfeited/Expired	(75,766)		6.96
Outstanding at June 30, 2023	5,767,840	$	3.16	6.84	$	47,137,674

Exercisable at June 30, 2023	3,600,261	$	1.91	5.73	$	33,897,858

Vested and Expected to Vest at June 30, 2023	5,767,840	$	3.16	6.84	$	47,137,674


				Weighted - Average
	Number of	Weighted - Average		Remaining Contractual	Aggregate
	Options	Exercise Price		Term (years)	Intrinsic Value
Outstanding at January 1, 2022	5,536,896	$	2.66
Granted*	1,479,558		5.21
Exercised	(146,705)		1.17
Forfeited/Expired	(36,000)		5.13
Outstanding at June 30, 2022	6,833,749	$	3.24	7.62	$	13,923,020

Exercisable at June 30, 2022	3,578,045	$	1.81	6.40	$	11,195,079

Vested and Expected to Vest at June 30, 2022	6,833,749	$	3.24	7.62	$	13,923,020


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Rent expense for long-term operating leases	$	312	$	337	$	621	$	713
Rent expense for short-term operating leases		83		144		178		261
Total rent expense	$	395	$	481	$	799	$	974


	For the Six Months Ended June 30,
	2023			2022
Weighted average fair value of options granted	$	1.79		$	3.10
Risk-free interest rate		3.88	%		1.94%-2.75	%
Expected term (years)		3.0			3.0-6.42
Expected volatility factor		79.95	%		62%-76.48	%
Expected dividends		-			-


	Number of	Weighted-Average
	Restricted Stock	Grant Date
	Units	Fair Value
Unvested at January 1, 2023	700,000	$	5.59
Granted	28,804		8.29
Vested	-		-
Forfeited/Expired	-		-
Unvested at June 30, 2023	728,804	$	5.70


					Foreign Currency
	Pension Liability		Fair Value of		Translation		Accumulated Other
	Adjustment		Derivatives		Adjustment		Comprehensive Loss
Balance at April 1, 2023	$	(91)	$	58	$	(1,597)	$	(1,630)
Other comprehensive income before reclassifications, net of taxes		-		2		67		69
Total other comprehensive income (loss) before reclassifications, net of taxes		(91)		60		(1,530)		(1,561)
Net amount reclassified to earnings		(4)		106		-		102
Balance at June 30, 2023	$	(95)	$	166	$	(1,530)	$	(1,459)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
DDS	$	13,180	$	14,181	$	25,927	$	30,092
Synodex		2,112		1,945		3,976		3,614
Agility		4,363		3,861		8,591		7,473
Total Consolidated	$	19,655	$	19,987	$	38,494	$	41,179

Income (loss) before provision for income taxes⁽¹⁾:
DDS	$	(216)	$	(72)	$	(497)	$	1,381
Synodex		(22)		(831)		(133)		(1,819)
Agility		(389)		(2,378)		(1,892)		(5,258)
Total Consolidated	$	(627)	$	(3,281)	$	(2,522)	$	(5,696)

Income (loss) before provision for income taxes⁽²⁾:
DDS	$	(368)	$	(250)	$	(792)	$	1,046
Synodex		121		(680)		135		(1,540)
Agility		(380)		(2,351)		(1,865)		(5,202)
Total Consolidated	$	(627)	$	(3,281)	$	(2,522)	$	(5,696)


	June 30, 2023		December 31, 2022
Total assets:
DDS	$	29,012	$	25,758
Synodex		3,438		3,270
Agility		19,155		19,014
Total Consolidated	$	51,605	$	48,042


	June 30, 2023		December 31, 2022
Goodwill:
Agility	$	2,069	$	2,038
Total	$	2,069	$	2,038


	Balance Sheet Location	Fair Value
		June 30,		December 31,
		2023		2022
Derivatives designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other current assets	$	166	$	-
Foreign currency forward contracts	Accrued expenses and other	$	-	$	365


	Three Months Ended June 30,						Six Months Ended June 30,
Consolidated	2023			2022			2023			2022

Gross Profit attributable to Innodata Inc. and Subsidiaries	$	6,940		$	6,995		$	12,905		$	14,773
Depreciation and amortization		1,124			924			2,188			1,762
Severance**		-			-			327			-
Stock-based compensation		62			56			126			107
Adjusted Gross Profit	$	8,126		$	7,975		$	15,546		$	16,642

Gross Margin		35	%		35	%		34	%		36	%
Adjusted Gross Margin		41	%		40	%		40	%		40	%


	Three Months Ended June 30,						Six Months Ended June 30,
DDS Segment	2023			2022			2023			2022

Gross Profit attributable to DDS Segment	$	4,398		$	5,270		$	8,557		$	11,824
Depreciation and amortization		230			30			429			219
Severance**		-			-			28			-
Stock-based compensation		60			48			112			91
Adjusted Gross Profit	$	4,688		$	5,348		$	9,126		$	12,134

Gross Margin		33	%		37	%		33	%		39	%
Adjusted Gross Margin		36	%		38	%		35	%		40	%


	Three Months Ended June 30,						Six Months Ended June 30,
Synodex Segment	2023			2022			2023			2022

Gross Profit/(Loss) attributable to Synodex Segment	$	295		$	(205)		$	498		$	(435)
Depreciation and amortization		162			271			324			312
Severance**		-			-			-			-
Stock-based compensation		-			-			-			-
Adjusted Gross Profit	$	457		$	66		$	822		$	(123)

Gross Margin		14	%		(11)	%		13	%		(12)	%
Adjusted Gross Margin		22	%		3	%		21	%		(3)	%


	Three Months Ended June 30,						Six Months Ended June 30,
Agility Segment	2023			2022			2023			2022

Gross Profit attributable to Agility Segment	$	2,247		$	1,930		$	3,850		$	3,384
Depreciation and amortization		732			623			1,435			1,231
Severance**		-			-			299			-
Stock-based compensation		2			8			14			16
Adjusted Gross Profit	$	2,981		$	2,561		$	5,598		$	4,631

Gross Margin		52	%		50	%		45	%		45	%
Adjusted Gross Margin		68	%		66	%		65	%		62	%

Exhibit No.		Description

10.1		Credit Agreement, dated as of April 4, 2023, by and among Innodata Inc., Innodata Synodex, LLC, Innodata Docgenix, LLC, and Agility PR Solutions LLC as borrowers, and Wells Fargo Bank, National Association, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 5, 2023).

10.2		Security Agreement, dated as of April 4, 2023, by and among Innodata Inc., Innodata Synodex, LLC, Innodata Docgenix, LLC, and Agility PR Solutions LLC as grantors, and Wells Fargo Bank, National Association, as secured party (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on April 5, 2023).

10.3		Guaranty, dated as of April 4, 2023, by and among Innodata Inc., Innodata Synodex, LLC, Innodata Docgenix, LLC, and Agility PR Solutions LLC as guarantors, and Wells Fargo Bank, National Association, as lender (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 5, 2023).

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

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

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

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

101		The following materials from Innodata Inc.’s Quarterly Report on Form 10-Q for the three months ended June 30, 2023, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022; (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 (unaudited); (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited); (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 and (v) Notes to Condensed Consolidated Financial Statements (unaudited).

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

Date:	August 10, 2023	/s/ Jack S. Abuhoff
		Jack S. Abuhoff
		Chief Executive Officer and President


Date:	August 10, 2023	/s/ Marissa B. Espineli
		Marissa B. Espineli
		Interim Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)

Dated: August 10, 2023
	/s/ Jack S. Abuhoff
	Jack S. Abuhoff
	Chief Executive Officer and President