INNODATA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share
amounts)
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
12,161
|
|
|
$
|
10,869
|
|
Accounts receivable, net of allowance for doubtful accounts of $900 and $1,000, respectively
|
|
|
8,320
|
|
|
|
10,626
|
|
Prepaid expenses and other current assets
|
|
|
5,247
|
|
|
|
5,778
|
|
Total current assets
|
|
|
25,728
|
|
|
|
27,273
|
|
Property and equipment, net
|
|
|
6,860
|
|
|
|
6,813
|
|
Right of use asset
|
|
|
7,784
|
|
|
|
-
|
|
Other assets
|
|
|
2,318
|
|
|
|
2,436
|
|
Deferred income taxes
|
|
|
1,750
|
|
|
|
1,204
|
|
Intangibles, net
|
|
|
6,151
|
|
|
|
6,275
|
|
Goodwill
|
|
|
2,089
|
|
|
|
2,050
|
|
Total assets
|
|
$
|
52,680
|
|
|
$
|
46,051
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,990
|
|
|
$
|
1,834
|
|
Accrued expenses
|
|
|
3,250
|
|
|
|
2,903
|
|
Accrued salaries, wages and related benefits
|
|
|
3,463
|
|
|
|
4,494
|
|
Income and other taxes
|
|
|
3,717
|
|
|
|
3,532
|
|
Long-term obligations - current portion
|
|
|
1,033
|
|
|
|
1,529
|
|
Operating lease liability - current portion
|
|
|
1,147
|
|
|
|
-
|
|
Total current liabilities
|
|
|
14,600
|
|
|
|
14,292
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
383
|
|
|
|
571
|
|
Long-term obligations, net of current portion
|
|
|
3,097
|
|
|
|
4,062
|
|
Operating lease liability, net of current portion
|
|
|
7,568
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
(3,439
|
)
|
|
|
(3,440
|
)
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
:
|
|
|
|
|
|
|
|
|
Serial preferred stock; 5,000,000 shares authorized, none outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $.01 par value; 75,000,000 shares authorized; 27,633,000 shares issued and 25,952,000 outstanding at March 31, 2019; 27,558,000 shares issued and 25,877,000 outstanding at December 31, 2018
|
|
|
276
|
|
|
|
275
|
|
Additional paid-in capital
|
|
|
27,707
|
|
|
|
27,579
|
|
Retained earnings
|
|
|
6,897
|
|
|
|
7,349
|
|
Accumulated other comprehensive income (loss)
|
|
|
213
|
|
|
|
(15
|
)
|
|
|
|
35,093
|
|
|
|
35,188
|
|
Less: treasury stock, 1,681,000 shares at cost
|
|
|
(4,622
|
)
|
|
|
(4,622
|
)
|
Total stockholders’ equity
|
|
|
30,471
|
|
|
|
30,566
|
|
Total liabilities and stockholders’ equity
|
|
$
|
52,680
|
|
|
$
|
46,051
|
|
See notes to consolidated financial statements.
INNODATA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND
COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except per share amounts)
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
13,694
|
|
|
$
|
14,120
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
Direct operating costs
|
|
|
9,560
|
|
|
|
9,894
|
|
Selling and administrative expenses
|
|
|
4,602
|
|
|
|
3,916
|
|
Interest expense, net
|
|
|
11
|
|
|
|
4
|
|
|
|
|
14,173
|
|
|
|
13,814
|
|
Income (loss) before provision for income taxes
|
|
|
(479
|
)
|
|
|
306
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
(28
|
)
|
|
|
582
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(451
|
)
|
|
|
(276
|
)
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to non-controlling interests
|
|
|
1
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Innodata Inc. and Subsidiaries
|
|
$
|
(452
|
)
|
|
$
|
(268
|
)
|
|
|
|
|
|
|
|
|
|
Loss per share attributable to Innodata Inc. and Subsidiaries:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
25,927
|
|
|
|
25,878
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(451
|
)
|
|
$
|
(276
|
)
|
Pension liability adjustments, net of taxes
|
|
|
(36
|
)
|
|
|
(59
|
)
|
Change in fair value of derivatives, net of taxes
|
|
|
-
|
|
|
|
(531
|
)
|
Foreign currency translation adjustment
|
|
|
264
|
|
|
|
(28
|
)
|
Other comprehensive income (loss)
|
|
|
228
|
|
|
|
(618
|
)
|
Total comprehensive loss
|
|
|
(223
|
)
|
|
|
(894
|
)
|
Comprehensive income (loss) attributed to non-controlling interest
|
|
|
1
|
|
|
|
(8
|
)
|
Comprehensive loss attributable to Innodata Inc. and Subsidiaries
|
|
$
|
(224
|
)
|
|
$
|
(886
|
)
|
See notes to consolidated financial statements.
INNODATA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Unaudited)
(In thousands)
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(451
|
)
|
|
$
|
(276
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
809
|
|
|
|
884
|
|
Stock-based compensation
|
|
|
129
|
|
|
|
140
|
|
Deferred income taxes
|
|
|
(734
|
)
|
|
|
143
|
|
Pension cost
|
|
|
113
|
|
|
|
(1
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
2,543
|
|
|
|
952
|
|
Prepaid expenses and other current assets
|
|
|
474
|
|
|
|
241
|
|
Other assets
|
|
|
75
|
|
|
|
44
|
|
Accounts payable and accrued expenses
|
|
|
20
|
|
|
|
(371
|
)
|
Accrued salaries, wages and related benefits
|
|
|
(1,047
|
)
|
|
|
(582
|
)
|
Income and other taxes
|
|
|
170
|
|
|
|
478
|
|
Net cash provided by operating activities
|
|
|
2,101
|
|
|
|
1,652
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(485
|
)
|
|
|
(625
|
)
|
Net cash used in investing activities
|
|
|
(485
|
)
|
|
|
(625
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Payment of long-term obligations
|
|
|
(387
|
)
|
|
|
(301
|
)
|
Net cash used in financing activities
|
|
|
(387
|
)
|
|
|
(301
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
63
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
1,292
|
|
|
|
772
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
10,869
|
|
|
|
11,407
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
12,161
|
|
|
$
|
12,179
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
339
|
|
|
$
|
71
|
|
Cash paid for operating leases
|
|
$
|
501
|
|
|
$
|
638
|
|
See notes to consolidated financial statements.
INNODATA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’ EQUITY
THREE MONTHS ENDED MARCH 31, 2019
AND 2018
(Unaudited)
(In thousands)
|
|
Common
Stock
|
|
|
Additional
Paid-in
|
|
|
Retained
|
|
|
Accumulated
Other
Comprehensive
|
|
|
Treasury
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income
(Loss)
|
|
|
Stock
|
|
|
Total
|
|
January 1, 2018
|
|
|
25,877
|
|
|
$
|
275
|
|
|
$
|
27,275
|
|
|
$
|
7,345
|
|
|
$
|
846
|
|
|
$
|
(4,622
|
)
|
|
$
|
31,119
|
|
Net loss attributable to Innodata Inc. and subsidiaries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(268
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(268
|
)
|
Stock-based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
140
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
140
|
|
Pension liability adjustments, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(59
|
)
|
|
|
-
|
|
|
|
(59
|
)
|
Foreign currency translation adjustment, net of
taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(28
|
)
|
|
|
-
|
|
|
|
(28
|
)
|
Change in fair value of derivatives,
net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(531
|
)
|
|
|
-
|
|
|
|
(531
|
)
|
March 31, 2018
|
|
|
25,877
|
|
|
$
|
275
|
|
|
$
|
27,415
|
|
|
$
|
7,077
|
|
|
$
|
228
|
|
|
$
|
(4,622
|
)
|
|
$
|
30,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2019
|
|
|
25,877
|
|
|
$
|
275
|
|
|
$
|
27,579
|
|
|
$
|
7,349
|
|
|
$
|
(15
|
)
|
|
$
|
(4,622
|
)
|
|
$
|
30,566
|
|
Net loss attributable to Innodata Inc. and subsidiaries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(452
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(452
|
)
|
Issuance of restricted stock
|
|
|
75
|
|
|
|
1
|
|
|
|
5
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6
|
|
Stock-based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
123
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
123
|
|
Pension liability adjustments, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(36
|
)
|
|
|
-
|
|
|
|
(36
|
)
|
Foreign currency translation
adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
264
|
|
|
|
-
|
|
|
|
264
|
|
March 31, 2019
|
|
|
25,952
|
|
|
$
|
276
|
|
|
$
|
27,707
|
|
|
$
|
6,897
|
|
|
$
|
213
|
|
|
$
|
(4,622
|
)
|
|
$
|
30,471
|
|
See notes to consolidated financial statements.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
|
1.
|
Description of Business and Summary of Significant Accounting Policies
|
Description of Business
- Innodata Inc. (including its subsidiaries, “we”, the “Company”, or “Innodata”) is a global
services and technology company. We combine human expertise with advanced deep learning technologies to power leading information
products and enterprise AI (artificial intelligence)/digital transformation.
The Company, founded
in 1988 and headquartered in northern New Jersey, features a 3,500-strong global delivery and technology team spanning ten offices
globally and a research and technology incubator, Innodata Labs, which focuses on applied machine learning and emerging artificial
intelligence.
The Company’s
core services are (i) data acquisition, transformation, and enrichment at scale; (ii) digital operations management and analytics;
and (iii) applications development. We report our core business as the Digital Data Solutions (DDS) segment.
The Company also
has venture businesses that leverage its core capabilities to provide specific industry solutions. The Company’s
Synodex venture business delivers a software-as-a-service (SaaS) platform and managed services for digital transformation of
medical data. The Company’s Agility PR Solutions (Agility) venture business delivers a SaaS platform and managed
service for delivering news, information, and content to targeted journalists and influencers as well as monitoring and
analyzing coverage across traditional and social media sources. Each venture business is reported as a separate segment.
The Company’s
DDS segment specializes in combining
artificial neural networks
and
human expertise
in multiple domains (including
health, science, and law) to make “unstructured information” (sometimes referred to as “content”) useable.
For business information companies, “useable” means that the content can be sold via subscription to a
digital product
.
For enterprises, “useable” means that the content can drive
digital process transformation
and
AI
. The
Company works with all classes of data, including sensitive and protected data.
The Company also
develops digital products for business information companies and digital systems which replace legacy systems and
processes.
In 2019, The
Company continues to execute a strategy we initiated in 2017 focused on technology differentiation, increasingly taking
an innovation-led approach to create value for clients while driving leaner, more cost-effective operations.
The Company’s
Synodex segment designs and develops new capabilities to enable clients in the insurance and healthcare sectors to transform medical
records into useable digital data and to apply technologies to the digital data to augment decision support.
The main focus of the
Synodex business is the extraction and classification of data from unstructured medical records in an innovative way to provide
improved data service capabilities for insurance underwriting, insurance claims, medical records management, life settlement claims,
and clinical trial support services.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
The Company’s
Synodex segment operates through the Company’s Innodata Synodex, LLC subsidiary. As of March 31, 2019, Innodata Inc. owned
92.5% of Innodata Synodex, LLC.
The
Company’s Agility segment provides public relations (PR) tools and related professional services that enable PR and communications
professionals to discover influencers, amplify messages, monitor coverage, and measure the impact of campaigns.
Agility’s
software-as-a-service (SaaS) tools include:
|
·
|
An influencer targeting solution to help PR professionals identify influencers. The Agility media
database includes detailed contact information for over 840,000 unique influencers globally including journalists, outlets, and
bloggers. Live social media streams to allow users to research influencers by tracking activity and keywords across multiple social
media channels.
|
|
·
|
An outreach and content amplification solution enabling PR professionals to distribute news, information,
and content to targeted influencers.
|
|
·
|
Integrated newswire services.
|
|
·
|
A media monitoring solution to help PR professionals track what is being said about their brand,
industry or competitors and track engagement. Users can monitor and report on coverage across print, broadcast, online and social
media sources, including AI-powered image monitoring. The self-serve monitoring tool enables users to create alerts, compile and
share coverage briefings and clipbooks.
|
|
·
|
A media analysis solution to help PR professionals analyze coverage, determine PR campaign reach
and effectiveness, and create and distribute reports.
|
Agility’s
professional services include:
|
·
|
Media monitoring and PR measurement services delivered by a team of media analysts who use the
Company’s SaaS monitoring solution to pull coverage and curate daily news briefs. This powerful media monitoring solution
is for clients with complex monitoring or reporting requirements.
|
|
·
|
Advanced PR reporting and measurement services including custom reports, PR measurement and social
media / influencer analysis.
|
Bulldog
Reporter, a publisher of PR-related news and a popular e-newsletter, and the Bulldog Awards, a PR awards program that recognizes
outstanding performance among PR and communications professionals and agencies, are properties of Agility.
Basis of Presentation
- The condensed consolidated financial statements for the interim periods included herein are unaudited; however, they contain
all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present
fairly the consolidated financial position of the Company as of March 31, 2019, the results of its operations and comprehensive
loss for the three months ended March 31, 2019 and 2018, cash flows for the three months ended March 31, 2019 and 2018, and stockholders’
equity for the three months ended March 31, 2019 and 2018. The results of operations for the interim periods are not necessarily
indicative of results that may be expected for any other interim period or for the full year.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
These condensed consolidated
financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended
December 31, 2018, included in the Company's Annual Report on Form 10-K. Unless otherwise noted, the accounting policies used in
preparing these condensed consolidated financial statements are the same as those described in the December 31, 2018 consolidated
financial statements.
Principles of Consolidation
- The consolidated financial statements include the accounts of Innodata Inc. and its wholly-owned subsidiaries, Agility PR
Solutions Canada
, a corporation in which the Company owns substantially all of the economic
interest, and the Synodex and docGenix limited liability companies that are majority-owned by the Company. The non-controlling
interests in the Synodex and docGenix limited liability companies are accounted for in accordance with Financial Accounting Standards
Board (FASB) non-controlling interest guidance. All significant intercompany transactions and balances have been eliminated in
consolidation.
Use of Estimates
- In preparing financial statements in conformity with accounting principles generally accepted in the United States of America
(U.S. GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those
related to allowance for doubtful accounts and billing adjustments, long-lived assets, intangible assets, goodwill, valuation of
deferred tax assets, valuation of stock-based compensation, litigation accruals and estimated accruals for various tax exposures.
Revenue Recognition
– Commencing January 1, 2018, the Company’s revenue recognition is in accordance with ASU 2014-09,
Revenue from
Contracts with Customers
. The Company’s revenue is recognized when control of the promised services is transferred to
a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services as per the agreement
with the customer. In case there are agreements with multiple performance obligations, we identify each performance obligation
and evaluate whether the performance obligations are distinct within the context of the agreement at the agreement’s inception.
Performance obligations that are not distinct at agreement inception are combined. We allocate the transaction price to each distinct
performance obligation proportionately based on the estimated standalone selling price for each performance obligation, if any,
and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition.
For the DDS segment,
revenue is recognized primarily based on the quantity delivered or resources utilized in the period in which services are performed
and performance conditions are satisfied as per the agreement. Revenues for agreements billed on a time-and-materials basis are
recognized as services are performed. Revenues under fixed-fee agreements, which are not significant to the overall revenues, are
recognized based on the proportional performance method of accounting, as services are performed, or milestones are achieved.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
For the Synodex segment,
revenue is recognized primarily based on the quantity delivered in the period in which services are performed and performance conditions
are satisfied as per the agreement. A portion of our Synodex segment revenue is derived from licensing our functional software
and providing access to our hosted software platform. Revenue from such services is recognized monthly when access to the service
is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable;
the payment terms are identifiable; the agreement has commercial substance; and collection is probable.
The Agility segment
derives its revenue primarily from subscription arrangements and provision of enriched media analysis services. It also derives
revenue as a reseller of corporate communication solutions. Revenue from subscriptions is recognized monthly when access to the
service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable;
the payment terms are identifiable; the agreement has commercial substance; and collection is probable. Revenue from enriched media
analysis services is recognized when the services are performed, and performance conditions are satisfied. Revenues from the reseller
agreements, which are not significant to the overall revenues, are recognized at gross with our functioning as a principal due
to our meeting the following criteria. We act as the primary obligor in the sales transaction; assume the credit risk; set the
price; can select suppliers; and are involved in the execution of the services, including after sales service.
Revenues include reimbursement
of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs.
We consider U.S. GAAP
criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include
whether we are the primary obligor, have risks and rewards of ownership, and bear the risk that a customer may not pay for the
services performed. If there are circumstances where the above criteria are not met and therefore, we are not the principal
in providing services, amounts received from customers are presented net of payments in the condensed consolidated statements of
operations and comprehensive loss.
Contract acquisition
cost for our Agility segment is amortized over the term of the subscription agreement which normally has a duration of 12 months
or less. We review these costs on a periodic basis to determine the need to adjust the carrying values for pre-terminated contracts.
Foreign Currency
- The functional currency of the Company’s production operations located in the Philippines, India, Sri Lanka
and Israel is the U.S. dollar. Transactions denominated in Philippine pesos, Indian and Sri Lankan rupees or Israeli shekels are
translated to U.S. dollars at rates which approximate those in effect on the transaction dates.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
The functional currency
for the Company’s subsidiaries in Germany, the United Kingdom and Canada are the Euro, the Pound Sterling and the Canadian
dollar, respectively. The financial statements of these subsidiaries are prepared in these respective currencies. Financial information
is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the consolidated
financial statements. Income, expenses and cash flows are translated at weighted average exchange rates prevailing during the fiscal
period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included
as a component of accumulated other comprehensive loss in stockholders' equity. Foreign exchange transaction gains or losses are
included in direct operating costs in the accompanying condensed consolidated statements of operations and comprehensive loss.
To the extent that
the currencies of the Company’s production facilities located in the Philippines, India, Sri Lanka and Israel fluctuate,
the Company is subject to risks of changing costs of production after pricing is established for certain client projects. In addition,
the Company is exposed to the risk of foreign currency fluctuation on the non-U.S. dollar denominated revenues, and on the monetary
assets and liabilities held by its foreign subsidiaries that are denominated in local currency.
Income Taxes
-
Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities,
using enacted tax rates, as well as any net operating loss or tax credit carryforwards expected to reduce taxes payable in future
years. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will
not be realized. While the Company considers future taxable income in assessing the need for the valuation allowance, in the event
that the Company determines that it would be able to realize the deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax assets would increase income in the period such determination was made. Similarly, in
the event that the Company determines that it would not be able to realize the deferred tax assets in the future considering future
taxable income, an adjustment to the deferred tax assets would decrease income in the period such determination was made. Changes
in the valuation allowance from period to period are included in the Company’s tax provision in the period of change. The
Company indefinitely reinvests the foreign earnings in its foreign subsidiaries. Unremitted earnings of foreign subsidiaries have
been included in the consolidated financial statements without giving effect to the United States taxes that may be payable on
distribution to the United States, because such earnings are not anticipated to be remitted to the United States.
In assessing the realization
of deferred tax assets, management considered whether it is more likely than not that all or some portion of the U.S. and Canadian
deferred tax assets will not be realizable. As the expectation of future taxable income resulting from the Synodex and Agility
segments cannot be predicted with certainty, the Company maintains a valuation allowance against all the U.S. and Canadian deferred
tax assets.
The Company accounts
for income taxes regarding uncertain tax positions, and recognizes interest and penalties related to uncertain tax positions in
income tax expense in the consolidated statements of operations and comprehensive loss.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
Leases -
In
February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” as
modified (ASU 2016-02), which replaces existing leasing rules with a comprehensive lease measurement and recognition standard and
expanded disclosure requirements. ASU 2016-02 requires lessees to recognize most leases on their balance sheets as liabilities,
with corresponding “right-of-use” assets and is effective for annual reporting periods beginning after December 15,
2018, subject to early adoption. The Company adopted ASU 2016-02 effective January 1, 2019. Upon adoption, the Company recognized
a right-to-use asset and corresponding lease liability. Refer to Note 6, Operating Leases.
The determination of
whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date and requires
an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement
conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies:
|
a.
|
there is a change in contractual terms, other than a renewal or extension of the arrangement;
|
|
b.
|
a renewal option is exercised or extension granted, unless the term of the renewal or extension
was initially included in the lease term;
|
|
c.
|
there is a change in the determination of whether fulfillment is dependent on a specified asset;
or
|
|
d.
|
there is a substantial change to the asset.
|
Whenever a reassessment
is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment
for scenarios (a), (c) or (d) and at the date of renewal or extension period for scenario (b).
Leases where the lessor
retains substantially all the risks and rewards of ownership are classified as operating leases. Operating lease payments are recognized
as an operating expense on a straight-line basis over the lease term.
Deferred
Revenue
-
represents payments received from clients in advance of
providing services and amounts deferred if conditions for revenue recognition have not been met. Included in accrued expenses
on the accompanying consolidated balance sheets
as of March 31, 2019 and December 31, 2018 is deferred revenue amounting
to $1.3 million and $1.1 million, respectively.
Recent Accounting Pronouncements
In January 2016, the
FASB issued ASU No. 2016-01, Financial Instruments – Overall (“Subtopic 825-10”): Recognition and Measurement
of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition, measurement,
presentation and disclosure of financial instruments. The Company adopted this standard in the first quarter of 2019, and it did
not have a material impact on the Company’s consolidated financial statements.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
In August 2018,
the FASB issued ASU 2018-14, “Compensation-Retirement Benefits-Defined Benefits Plans-General: Disclosure
Framework-Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), that makes
minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement
benefit plans. The guidance eliminates requirements for certain disclosures that are no longer considered cost beneficial and
adds new disclosure requirements that the FASB considers pertinent. ASU 2018-14 is effective for fiscal years ending after
December 15, 2020 for public entities; early adoption is permitted. The Company is currently evaluating the early adoption of
ASU-2018-14 but does not expect it to have a material impact on the Company’s consolidated financial statements.
|
2.
|
Goodwill and Intangible Assets
|
The changes in the
carrying amount of goodwill for the three months ended March 31, 2019 and 2018 were as follows (in thousands):
Balance as of January 1, 2018
|
|
$
|
2,832
|
|
Foreign currency translation adjustment
|
|
|
2
|
|
Balance as of March 31, 2018
|
|
$
|
2,834
|
|
|
|
|
|
|
Balance as of January 1, 2019
|
|
$
|
2,050
|
|
Foreign currency translation adjustment
|
|
|
39
|
|
Balance as of March 31, 2019
|
|
$
|
2,089
|
|
Information regarding the Company’s
acquisition-related intangible assets is as follows (in thousands):
|
|
Developed
technology
|
|
|
Customer
relationships
|
|
|
Trademarks
and
tradenames
|
|
|
Patents
|
|
|
Media
Contact
Database
|
|
|
Total
|
|
Gross carrying amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2019
|
|
$
|
2,999
|
|
|
$
|
2,081
|
|
|
$
|
855
|
|
|
$
|
42
|
|
|
$
|
3,546
|
|
|
$
|
9,523
|
|
Foreign currency translation
|
|
|
61
|
|
|
|
47
|
|
|
|
10
|
|
|
|
1
|
|
|
|
59
|
|
|
|
178
|
|
Balance as of March 31, 2019
|
|
$
|
3,060
|
|
|
$
|
2,128
|
|
|
$
|
865
|
|
|
$
|
43
|
|
|
$
|
3,605
|
|
|
$
|
9,701
|
|
|
|
Developed
technology
|
|
|
Customer
relationships
|
|
|
Trademarks
and
tradenames
|
|
|
Patents
|
|
|
Media
Contact
Database
|
|
|
Total
|
|
Gross carrying amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2018
|
|
$
|
3,204
|
|
|
$
|
2,264
|
|
|
$
|
884
|
|
|
$
|
46
|
|
|
$
|
3,647
|
|
|
$
|
10,045
|
|
Foreign currency translation
|
|
|
(33
|
)
|
|
|
(53
|
)
|
|
|
-
|
|
|
|
(1
|
)
|
|
|
67
|
|
|
|
(20
|
)
|
Balance as of March 31, 2018
|
|
$
|
3,171
|
|
|
$
|
2,211
|
|
|
$
|
884
|
|
|
$
|
45
|
|
|
$
|
3,714
|
|
|
$
|
10,025
|
|
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
|
|
Developed
technology
|
|
|
Customer
relationships
|
|
|
Trademarks
and
tradenames
|
|
|
Patents
|
|
|
Media
Contact
Database
|
|
|
Total
|
|
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2019
|
|
$
|
1,137
|
|
|
$
|
766
|
|
|
$
|
440
|
|
|
$
|
19
|
|
|
$
|
886
|
|
|
$
|
3,248
|
|
Amortization expense
|
|
|
77
|
|
|
|
45
|
|
|
|
30
|
|
|
|
1
|
|
|
|
89
|
|
|
|
242
|
|
Foreign currency translation
|
|
|
24
|
|
|
|
16
|
|
|
|
4
|
|
|
|
-
|
|
|
|
16
|
|
|
|
60
|
|
Balance as of March 31, 2019
|
|
$
|
1,238
|
|
|
$
|
827
|
|
|
$
|
474
|
|
|
$
|
20
|
|
|
$
|
991
|
|
|
$
|
3,550
|
|
|
|
Developed
technology
|
|
|
Customer
relationships
|
|
|
Trademarks
and
tradenames
|
|
|
Patents
|
|
|
Media
Contact
Database
|
|
|
Total
|
|
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2018
|
|
$
|
902
|
|
|
$
|
645
|
|
|
$
|
330
|
|
|
$
|
15
|
|
|
$
|
547
|
|
|
$
|
2,439
|
|
Amortization expense
|
|
|
80
|
|
|
|
47
|
|
|
|
31
|
|
|
|
1
|
|
|
|
90
|
|
|
|
249
|
|
Foreign currency translation
|
|
|
(15
|
)
|
|
|
(17
|
)
|
|
|
(2
|
)
|
|
|
1
|
|
|
|
12
|
|
|
|
(21
|
)
|
Balance as of March 31, 2018
|
|
$
|
967
|
|
|
$
|
675
|
|
|
$
|
359
|
|
|
$
|
17
|
|
|
$
|
649
|
|
|
$
|
2,667
|
|
Amortization expense
relating to acquisition-related intangible assets was $0.2 million for each of the three months ended March 31, 2019 and 2018.
Estimated amortization
expense for intangible assets after March 31, 2019 is as follows (in thousands):
Year
|
|
Amortization
|
|
2019
|
|
$
|
726
|
|
2020
|
|
|
903
|
|
2021
|
|
|
903
|
|
2022
|
|
|
903
|
|
2023
|
|
|
903
|
|
Thereafter
|
|
|
1,813
|
|
|
|
$
|
6,151
|
|
The Company recorded a provision for income
taxes of ($28,000) and $0.6 million for the three months ended March 31, 2019 and 2018, respectively. Taxes primarily consist of
a provision for foreign taxes recorded in accordance with the local tax regulations by our foreign subsidiaries. Effective income
tax rates are disproportionate due to the losses incurred by our U.S. entity and our Canadian subsidiaries and a valuation allowance
recorded on deferred taxes on these entities and tax effects of foreign operation, including foreign exchange gains and losses.
The reconciliation of the U.S. statutory rate with the Company’s
effective tax rate for the three-month period ended March 31, 2019 is summarized as below:
|
|
March 31, 2019
|
|
|
|
|
|
Federal income tax benefit at statutory rate
|
|
|
21.0
|
%
|
Effect of:
|
|
|
|
|
Tax effects of FX gains and losses
|
|
|
104.2
|
|
Increase in unrecognized tax benefits (FIN48)
|
|
|
(36.8
|
)
|
Tax effects of foreign operations
|
|
|
(34.0
|
)
|
Return to provision true up
|
|
|
(28.0
|
)
|
Foreign rate differential
|
|
|
(8.1
|
)
|
Change in valuation allowance
|
|
|
(7.9
|
)
|
Other
|
|
|
(4.6
|
)
|
Effective tax rate
|
|
|
5.8
|
%
|
Pursuant to the Tax
Cuts and Jobs Act of 2017, during the fourth quarter of 2017, the Company recorded a one-time deemed repatriation of foreign earnings
and profits (“E&P”) amounting to $25.8 million. No toll charge liability was recorded due to the available net
operating loss carryforwards.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
As of March 31,
2019, the Company performed a calculation of the Global Intangible Low-Taxed Income (“GILTI”) provisions and
concluded that it continues to have no impact on account of the net losses of our foreign subsidiaries.
The following presents
a roll-forward of the Company’s unrecognized tax benefits and associated interest for the three months ended March 31, 2019
(in thousands):
|
|
Unrecognized
tax benefits
|
|
Balance - January 1, 2019
|
|
$
|
2,424
|
|
Increase in tax position
|
|
|
91
|
|
Interest accrual
|
|
|
46
|
|
Foreign currency revaluation
|
|
|
49
|
|
Balance - March 31, 2019
|
|
$
|
2,610
|
|
The Company had unrecognized
tax benefits of approximately $2.6 million and $2.4 million as of March 31, 2019 and December 31, 2018, respectively. The portion
of unrecognized tax benefits relating to an increase in tax positions was approximately $0.1 million while the portion of unrecognized
tax benefits relating to interest and penalties was approximately $0.1 million for the three months ended March 31, 2019. The unrecognized
tax benefits as of March 31, 2019 and December 31, 2018, if recognized, would have an impact on the Company’s effective
tax rate.
The Company is subject
to Federal income tax, as well as income tax in various states and foreign jurisdictions. The Company has open periods for U.S.
Federal and state taxes from 2015 through 2018. Various foreign subsidiaries currently have open tax years from 2003 through 2018.
Tax Assessments
In September 2015,
the Company’s Indian subsidiary was subject to an inquiry by the Service Tax Department in India regarding the classification
of services provided by this subsidiary, asserting that the services provided by this subsidiary fall under the category of online
information and database access or retrieval services (OID Services), and not under the category of business support services (BS
Services) that are exempt from service tax as historically indicated in the subsidiary’s service tax filings. Management
disagrees with the Service Tax Department’s position and is vigorously contesting these assertions. In the event the Service
Tax Department is successful in proving that the services fall under the category of OID Services, the revenues earned by the Company’s
Indian subsidiary for the period July 2012 through November 2016 would be subject to a service tax of between 12.36% and 15%. The
revenue of our Indian subsidiary during this period was approximately $67.0 million. In accordance with new rules promulgated by
the Service Tax Department, as of December 1, 2016 service tax is no longer applicable to OID or BS Services. Based on the assessment
of the Company’s counsel, the Company has not recorded any tax liability for this case.
In October 2016, the
Company’s Indian subsidiary received notices of appeal from the Indian Service Tax Department in India seeking to reverse
service tax refunds of approximately $160,000 previously granted to our Indian subsidiary for three quarters in 2014, asserting
that the services provided by this subsidiary fall under the category of OID Services and not BS Services. The appeal was determined
in favor of the Service Tax Department. Management disagrees with the basis of this decision and is contesting it vigorously. The
Company expects delays in its Indian subsidiary receiving further service tax refunds until this matter is adjudicated with finality,
and currently has service tax credits of approximately $1.0 million recorded as a receivable. Based on the assessment of the Company’s
counsel, the Company as not recorded any tax liability for this case.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
|
4.
|
Commitments and Contingencies
|
Litigation –
In 2008, a judgment was rendered in the Philippines against a Philippines subsidiary of the Company that is no longer active
and purportedly also against Innodata Inc., in favor of certain former employees of the Philippines subsidiary. The payment amount
aggregates to approximately $6.2 million, plus legal interest that accrued at 12% per annum from August 13, 2008 to June 30, 2013,
and thereafter accrued and continues to accrue at 6% per annum. The payment amount as expressed in U.S. dollars varies with the
Philippine peso to U.S. dollar exchange rate. In December 2017, a group of 97 of the former employees of the Philippines subsidiary
indicated that they proposed to record the judgment as to them in New Jersey. In January 2018, in response to an action initiated
by Innodata Inc., the United States District Court for the District of New Jersey (the “USDC”) entered a preliminary
injunction that enjoins these former employees from pursuing or seeking recognition or enforcement of the judgment against Innodata
Inc. in the United States during the pendency of the action and until further order of the USDC. In June 2018, the USDC entered
a consent order administratively closing the action subject to return of the action to the active docket upon the written request
of Innodata Inc. or the former employees, with the USDC retaining jurisdiction over the matter and the preliminary injunction remaining
in full force and effect.
The Company is also
subject to various other legal proceedings and claims which arise in the ordinary course of business.
While management currently
believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s consolidated
financial position or overall trends in consolidated results of operations, litigation is subject to inherent uncertainties. Substantial
recovery against the Company in the above-referenced Philippines action could have a material adverse impact on the Company, and
unfavorable rulings or recoveries in the other proceedings could have a material adverse impact on the consolidated operating results
of the period in which the ruling or recovery occurs. In addition, the Company’s estimate of potential impact on the Company’s
consolidated financial position or overall consolidated results of operations for the above referenced legal proceedings could
change in the future.
The Company’s
legal reserves related to legal proceedings and claims are based on a determination of whether or not a loss is probable. The Company
reviews outstanding proceedings and claims with external counsel to assess probability and estimates of loss. The reserves are
adjusted if necessary. While the Company intends to defend these matters vigorously, adverse outcomes that it estimates could reach
approximately $275,000 in the aggregate beyond recorded amounts are reasonably possible. If circumstances change, the Company may
be required to record adjustments that could be material to its reported consolidated financial condition and results of operations.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
The Innodata Inc. 2013
Stock Plan, as amended and restated effective June 7, 2016, is referred to herein as the “Plan.” The number of shares
of common stock of Innodata Inc. that may be delivered, purchased or used for reference purposes (with respect to stock appreciation
rights or stock units) for awards granted under the Plan after June 7, 2016 is 5,858,892 (the “Share Reserve”). Shares
subject to an option or stock appreciation right granted under the Plan after June 7, 2016 count against the Share Reserve as one
share for every share granted, and shares subject to any other type of award granted under the Plan after June 7, 2016 count against
the Share Reserve as two shares for every share granted. Any award, or portion of an award, under the Plan or under the Company’s
2009 Stock Plan (as amended and restated (the “Prior Plan”)) that expires or terminates unexercised, becomes unexercisable
or is forfeited or otherwise terminated, surrendered or canceled as to any shares without delivery of shares or other consideration
will be added back to the Share Reserve as one share for each such share that was subject to an option or stock appreciation right
granted under the Plan or the Prior Plan, and two shares for each such share that was subject to an award other than an option
or stock appreciation right granted under the Plan or the Prior Plan. If any shares are withheld, tendered or exchanged by a participant
in the Plan as full or partial payment to Innodata of the exercise price under an option under the Plan or the Prior Plan or in
satisfaction of a participant’s tax withholding obligations with respect to any award under the Plan or the Prior Plan, there
will be added back to the Share Reserve one share for each such share that was withheld, tendered or exchanged in respect of an
option or stock appreciation right granted under the Plan or the Prior Plan, and two shares for each such share that was withheld,
tendered or exchanged in respect of an award other than an option or stock appreciation right granted under the Plan or the Prior
Plan.
A summary of option
activity under the Plans as of March 31, 2019, and changes during the three months then ended, are presented below:
|
|
Number of
Options
|
|
|
Weighted -
Average Exercise
Price
|
|
|
Weighted-Average
Remaining
Contractual Term
(years)
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding at January 1, 2019
|
|
|
4,982,040
|
|
|
$
|
2.14
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
220,000
|
|
|
|
1.38
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Forfeited/Expired
|
|
|
(174,237
|
)
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2019
|
|
|
5,027,803
|
|
|
$
|
2.11
|
|
|
|
6.52
|
|
|
$
|
343,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2019
|
|
|
3,364,563
|
|
|
$
|
2.55
|
|
|
|
5.17
|
|
|
$
|
112,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and Expected to Vest at March 31, 2019
|
|
|
5,027,803
|
|
|
$
|
2.11
|
|
|
|
6.52
|
|
|
$
|
343,280
|
|
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
The fair value of stock
options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average fair value of the
options granted, and weighted average assumptions are as follows:
|
|
For the Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Weighted average fair value of options granted
|
|
$
|
0.64
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.55
|
%
|
|
|
-
|
|
Expected life (years)
|
|
|
6
|
|
|
|
-
|
|
Expected volatility factor
|
|
|
45
|
%
|
|
|
-
|
|
Expected dividends
|
|
|
None
|
|
|
|
-
|
|
A summary of restricted shares under the
Company’s stock option plans as of March 31, 2019, and changes during the period then ended, are presented below:
|
|
Number of Shares
|
|
|
Weighted-Average
Grant Date Fair
Value
|
|
|
|
|
|
|
|
|
Granted
|
|
|
75,000
|
|
|
|
1.38
|
|
Vested
|
|
|
-
|
|
|
|
-
|
|
Forfeited/Expired
|
|
|
-
|
|
|
|
-
|
|
Unvested at March 31, 2019
|
|
|
75,000
|
|
|
$
|
1.38
|
|
The compensation
cost related to non-vested stock options and restricted stock awards not yet recognized as of March 31, 2019
totaled approximately $1.1 million. The weighted average period over which these costs will be recognized is 26 months.
The stock-based compensation
expense related to the Company’s various stock awards was allocated as follows (in thousands):
|
|
Three months ended
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Direct operating costs
|
|
$
|
18
|
|
|
$
|
54
|
|
Selling and administrative expenses
|
|
|
111
|
|
|
|
86
|
|
Total stock-based compensation
|
|
$
|
129
|
|
|
$
|
140
|
|
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
The Company has various
operating lease agreements for its offices and service delivery centers. The Company has determined that the risks and benefits
related to the leased properties are retained by the lessors. Accordingly, these are accounted for as operating leases.
These lease agreements
are for terms ranging from two to 11 years and, in most cases, provide for rental escalations ranging from 1.75% to 10%. Most of
these agreements are renewable at the mutual consent of the parties in the contract.
The Company adopted
the
ASU Topic 842- Leases
beginning January 1, 2019 and adopted the practical expedients consistently for all its leases.
Accordingly, the Company:
|
1.
|
Did not reassess whether any expired or existing contracts are or contain leases.
|
|
2.
|
Did not reassess the lease classification for any expired or existing leases.
|
|
3.
|
Did not reassess initial direct costs for any existing leases.
|
In addition, the Company
elected to retrospectively determine the lease term and assess impairment of right of use asset.
At the date of transition,
the Company recognized an operating lease liability and right of use asset. The amount of lease liability is equal to the present
value of the remaining lease payments as of January 1, 2019 discounted using the incremental borrowing rate of each respective
country.
A right of use
asset is measured at the amount of the lease liability adjusted for the amount of deferred straight-line rent, prepaid rent
and lease incentive allowances previously recognized.
The table below summarizes
the amounts recognized in the financial statements related to operating leases:
|
|
For the three months
ended
|
|
|
|
March 31, 2019
|
|
|
|
|
|
Rent expense for long-term operating leases
|
|
$
|
415
|
|
Rent expense for short-term leases
|
|
|
86
|
|
Total rent expense
|
|
$
|
501
|
|
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
The following table presents the maturity
profile of the Company’s operating lease liabilities based on the contractual undiscounted payments with a reconciliation
of the these amounts to the remaining net present value of the operating lease liability reported in the consolidated balance sheet
as of March 31, 2019.
Year
|
|
Amount
|
|
|
|
|
|
2019
|
|
$
|
1,399
|
|
2020
|
|
|
1,769
|
|
2021
|
|
|
1,356
|
|
2022
|
|
|
1,269
|
|
2023
|
|
|
1,047
|
|
2024 and thereafter
|
|
|
5,686
|
|
Total lease payments
|
|
|
12,526
|
|
Less: Interest
|
|
|
(3,811
|
)
|
Net present value of lease liabilities
|
|
$
|
8,715
|
|
|
|
|
|
|
Current portion
|
|
$
|
1,147
|
|
Long term portion
|
|
|
7,568
|
|
Total
|
|
$
|
8,715
|
|
The weighted average remaining lease terms
and discount rates for all of our operating leases as of March 31, 2019 were as follows:
Weighted average lease term
|
|
|
78 months
|
|
Weighted average discount rate
|
|
|
8.96
|
%
|
Total long-term
obligations of the Company as of March 31, 2019 and December 31, 2018 consist of the following (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Pension obligations - accrued pension liability
|
|
$
|
2,634
|
|
|
$
|
2,591
|
|
Settlement agreement
(1)
|
|
|
841
|
|
|
|
1,010
|
|
Capital lease obligations
|
|
|
432
|
|
|
|
574
|
|
Microsoft licenses
(2)
|
|
|
223
|
|
|
|
355
|
|
Deferred lease payments
|
|
|
-
|
|
|
|
489
|
|
Lease incentive liability
|
|
|
-
|
|
|
|
572
|
|
|
|
|
4,130
|
|
|
|
5,591
|
|
Less: Current portion of long-term obligations
|
|
|
1,033
|
|
|
|
1,529
|
|
Totals
|
|
$
|
3,097
|
|
|
$
|
4,062
|
|
(1)
Represents
payment to be made pursuant to a settlement agreement entered into between a subsidiary of the Company and 19 former employees
of such subsidiary in December of 2018. $168,000 was paid in January 2019 and $841,000 will be paid in 48 monthly installments
commencing April 2019.
(2)
In March
2017, the Company renewed a vendor agreement to acquire certain additional software licenses and to receive support and subsequent
software upgrades on these and other currently owned software licenses through February 2020. Pursuant to this agreement, the Company
is obligated to pay approximately $0.4 million annually over the term of the agreement.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
Accumulated other comprehensive
loss, as reflected in the condensed consolidated balance sheets, consists of pension liability adjustments, net of taxes, foreign
currency translation adjustments, net of taxes and changes in fair value of derivatives, net of taxes. The components of accumulated
other comprehensive loss as of March 31, 2019, and reclassifications out of accumulated other comprehensive loss for the three
months ended March 31, 2019 and 2018, were as follows (net of tax) (in thousands):
|
|
Pension
Liability
Adjustment
|
|
|
Fair Value of
Derivatives
|
|
|
Foreign Currency
Translation
Adjustment
|
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Balance at January 1, 2019
|
|
$
|
1,451
|
|
|
$
|
-
|
|
|
$
|
(1,466
|
)
|
|
$
|
(15
|
)
|
Other comprehensive loss before reclassifications, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
264
|
|
|
|
264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) before reclassifications, net of taxes
|
|
|
1,451
|
|
|
|
-
|
|
|
|
(1,202
|
)
|
|
|
249
|
|
Net amount reclassified to earnings
|
|
|
(36
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(36
|
)
|
Balance at March 31, 2019
|
|
$
|
1,415
|
|
|
$
|
-
|
|
|
$
|
(1,202
|
)
|
|
$
|
213
|
|
|
|
Pension
Liability
Adjustment
|
|
|
Fair Value of
Derivatives
|
|
|
Foreign Currency
Translation
Adjustment
|
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Balance at January 1, 2018
|
|
$
|
1,191
|
|
|
$
|
342
|
|
|
$
|
(687
|
)
|
|
$
|
846
|
|
Other comprehensive income before reclassifications, net of taxes
|
|
|
-
|
|
|
|
(536
|
)
|
|
|
(28
|
)
|
|
|
(564
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) before reclassifications, net of taxes
|
|
|
1,191
|
|
|
|
(194
|
)
|
|
|
(715
|
)
|
|
|
282
|
|
Net amount reclassified to earnings
|
|
|
(59
|
)
|
|
|
5
|
|
|
|
-
|
|
|
|
(54
|
)
|
Balance at March 31, 2018
|
|
$
|
1,132
|
|
|
$
|
(189
|
)
|
|
$
|
(715
|
)
|
|
$
|
228
|
|
All reclassifications
out of accumulated other comprehensive loss had an impact on direct operating costs in the condensed consolidated statements of
operations and comprehensive loss.
|
9.
|
Segment Reporting and Concentrations
|
The Company’s
operations are classified in three reporting segments: Digital Data Solutions (DDS), Synodex and Agility PR Solutions (Agility).
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
The DDS segment specializes
in combining
deep neural networks
and
human expertise
in multiple domains (including health, science, and law) to
make “unstructured information” (sometimes referred to as “content”) useable. For business information
companies, “useable” means that the content can be sold via subscription to a
digital product
. For enterprises,
“useable” means that the content can drive
digital process transformation
and
AI
. The Company works with
all classes of data, including sensitive and protected data.
The Synodex segment
enables clients in the insurance and healthcare sectors to transform medical records into useable digital data and to apply technologies
to the digital data to augment decision support.
The
Agility segment provides
tools and related professional services that enable PR and communications
professionals to discover influencers, amplify messages, monitor coverage, and measure the impact of campaigns. Bulldog Reporter,
a publisher of PR-related news and a popular e-newsletter, and the Bulldog Awards, a PR awards program that recognizes outstanding
performance among PR and communications professionals and agencies, are properties of Agility.
A significant portion
of the Company’s revenues is generated from its production facilities in the Philippines, India, Sri Lanka, Canada, Germany,
the United Kingdom and Israel.
Revenues from external
clients and segment operating profit (loss), and other reportable segment information are as follows (in thousands):
|
|
Three Months Ended March 31,
|
|
|
|
|
2019
|
|
|
|
2018
|
|
Revenues:
|
|
|
|
|
|
|
|
|
DDS
|
|
$
|
10,177
|
|
|
$
|
10,477
|
|
Synodex
|
|
|
1,024
|
|
|
|
981
|
|
Agility
|
|
|
2,493
|
|
|
|
2,662
|
|
Total Consolidated
|
|
$
|
13,694
|
|
|
$
|
14,120
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before provision for income taxes
(1)
:
|
|
|
|
|
|
|
|
|
DDS
|
|
$
|
74
|
|
|
$
|
656
|
|
Synodex
|
|
|
119
|
|
|
|
(35
|
)
|
Agility
|
|
|
(672
|
)
|
|
|
(315
|
)
|
Total Consolidated
|
|
$
|
(479
|
)
|
|
$
|
306
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before provision for income taxes
(2)
:
|
|
|
|
|
|
|
|
|
DDS
|
|
$
|
12
|
|
|
$
|
590
|
|
Synodex
|
|
|
159
|
|
|
|
7
|
|
Agility
|
|
|
(650
|
)
|
|
|
(291
|
)
|
Total Consolidated
|
|
$
|
(479
|
)
|
|
$
|
306
|
|
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
Total assets:
|
|
|
|
|
|
|
|
|
DDS
|
|
$
|
26,480
|
|
|
$
|
22,334
|
|
Synodex
|
|
|
382
|
|
|
|
787
|
|
Agility
|
|
|
25,818
|
|
|
|
22,930
|
|
Total Consolidated
|
|
$
|
52,680
|
|
|
$
|
46,051
|
|
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
Goodwill:
|
|
|
|
|
|
|
|
|
Agility
|
|
$
|
2,089
|
|
|
$
|
2,050
|
|
(1)
Before elimination of inter-segment profits
(2)
After elimination of inter-segment profits
The following table
summarizes revenues by geographic region (determined and based upon customer’s domicile) (in thousands):
|
|
Three months ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
6,531
|
|
|
$
|
5,979
|
|
United Kingdom
|
|
|
2,318
|
|
|
|
2,955
|
|
The Netherlands
|
|
|
1,722
|
|
|
|
1,762
|
|
Canada
|
|
|
1,484
|
|
|
|
1,469
|
|
Other - principally Europe
|
|
|
1,639
|
|
|
|
1,955
|
|
|
|
$
|
13,694
|
|
|
$
|
14,120
|
|
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
Long-lived
assets of the Company as of March 31, 2019 and December 31, 2018, respectively, by geographic region, are comprised of the
following (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
4,981
|
|
|
$
|
4,383
|
|
|
|
|
|
|
|
|
|
|
Foreign countries:
|
|
|
|
|
|
|
|
|
Canada
|
|
|
8,329
|
|
|
|
7,023
|
|
United Kingdom
|
|
|
2,071
|
|
|
|
2,045
|
|
Philippines
|
|
|
5,683
|
|
|
|
900
|
|
India
|
|
|
946
|
|
|
|
475
|
|
Sri Lanka
|
|
|
846
|
|
|
|
280
|
|
Israel
|
|
|
27
|
|
|
|
30
|
|
Germany
|
|
|
1
|
|
|
|
2
|
|
Total foreign
|
|
|
17,903
|
|
|
|
10,755
|
|
|
|
$
|
22,884
|
|
|
$
|
15,138
|
|
Long lived assets include
the unamortized balance of right of use assets amounting to $7,784 as of March 31, 2019.
Two clients in the
DDS segment generated approximately 26% of the Company’s total revenues for the three months ended March 31, 2019 and 32%
of the Company’s total revenues for the three months ended March 31, 2018. No other client accounted for 10% or more of total
revenues during these periods. Further, revenues from non-U.S. clients accounted for 52% and 58% of the Company’s total revenues
for the three months ended March 31, 2019 and 2018, respectively.
As of March 31, 2019,
approximately 62% of the Company's accounts receivable was from foreign (principally European) clients and 43% of the Company’s
accounts receivable was due from three clients. As of December 31, 2018, approximately 57% of the Company's accounts receivable
was from foreign (principally European) clients and 48% of the Company’s accounts receivable was due from three clients.
INNODATA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
THREE MONTHS ENDED MARCH 31, 2019 AND
2018
(Unaudited)
|
|
Three months ended
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Net loss attributable to Innodata Inc. and Subsidiaries
|
|
$
|
(452
|
)
|
|
$
|
(268
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
25,927
|
|
|
|
25,878
|
|
Dilutive effect of outstanding options
|
|
|
-
|
|
|
|
-
|
|
Adjusted for dilutive effects
|
|
|
25,927
|
|
|
|
25,878
|
|
Basic income (loss)
per share is computed using the weighted-average number of common shares outstanding during the year. Diluted income (loss) per
share is computed by considering the impact of the potential issuance of common shares, using the treasury stock method, on the
weighted average number of shares outstanding. For those securities that are not convertible into a class of common stock, the
two-class method of computing income (loss) per share is used.
Options to purchase
5.0 million and 4.2 million shares of common stock were outstanding as of March 31, 2019 and 2018, respectively, but not included
in the computation of diluted loss per share. This was due to the net loss incurred for each of the three months ended March 31,
2019 and 2018, and the effect would have been antidilutive.
The effects of foreign
currency forward contracts designated as cash flow hedges on the Company’s condensed consolidated statements of operations
and comprehensive loss for the three months ended March 31, 2019 and 2018, respectively, were as follows (in thousands):
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Net gain (loss) recognized in OCI
(1)
|
|
$
|
-
|
|
|
$
|
(536
|
)
|
Net gain (loss) reclassified from accumulated OCI into income
(2)
|
|
$
|
-
|
|
|
$
|
(5
|
)
|
Net gain recognized in income
(3)
|
|
|
|
|
|
$
|
-
|
|
(1)
Net change in fair value of
the effective portion classified into other comprehensive income ("OCI")
(2)
Effective portion classified
within direct operating costs
(3)
There were no ineffective
portions for the period presented.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Disclosures in this Form 10-Q contain
certain forward-looking statements, including without limitation, statements concerning our 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 “project,” “head start,” "believe," "expect,"
“can,” “continue,” “could,” “intend,” “may,” “should,”
“will,” "anticipate," "indicate," "point to," “forecast,” “predict,”
“likely,” “goals,” “optimistic,” “foster,” “estimate,” “plan”,
“potential”, or the negative thereof, and other similar expressions generally identify forward-looking statements,
which speak only as of their dates.
These forward-looking
statements are based largely on our current expectations and are subject to a number of risks and uncertainties, including without
limitation, that contracts may be terminated by clients; projected or committed volumes of work may not materialize; the primarily
at-will nature of contracts with our Digital Data Solutions clients and the ability of these clients to reduce, delay or cancel
projects; continuing Digital Data Solutions segment revenue concentration in a limited number of clients; continuing Digital Data
Solutions segment reliance on project-based work; inability to replace projects that are completed, canceled or reduced; our dependency
on content providers in our Agility segment; difficulty in integrating and deriving synergies from acquisitions, joint venture
and strategic investments; potential undiscovered liabilities of companies and businesses that we may acquire; potential impairment
of the carrying value of goodwill and other acquired intangible assets of companies and businesses that we acquire; changes in
our business or growth strategy; depressed market conditions; changes in external market factors; the ability and willingness of
our clients and prospective clients to execute business plans which give rise to requirements for our services; changes in our
business or growth strategy; the emergence of new or growing competitors; various other competitive and technological factors;
and other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
Our actual results
could differ materially from the results referred to in 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-Q will occur
and you should not place undue reliance on these forward-looking statements. These forward-looking statements speak only as of
the dates such statements are made.
We undertake no
obligation to update or review any guidance or other forward-looking statements, whether as a result of new information, future
developments or otherwise.
Business Overview
Innodata Inc. (NASDAQ:
INOD) (including its subsidiaries, the “Company”, “Innodata”, “we” or “our”) is
a global services and technology company. We combine human expertise with deep learning technologies to power leading information
products and enterprise artificial intelligence (AI)/digital transformation.
The Company, founded
in 1988 and headquartered in northern New Jersey, features a 3,500-strong global delivery and technology team spanning ten offices
globally and a research and technology incubator, Innodata Labs, which focuses on applied machine learning and emerging artificial
intelligence.
Our core services are
(i) data acquisition, transformation, and enrichment at scale; (ii) digital operations management and analytics; and (iii) content
applications. We report our core business as the Digital Data Solutions (DDS) segment.
We also have venture
businesses that leverage our core capabilities to provide specific industry solutions. Our Synodex venture business delivers a
software-as-a-service (SaaS) platform and managed services for digital transformation of medical data. Our Agility PR Solutions
(Agility) venture business delivers a SaaS platform and managed service for delivering news, information, and content to targeted
journalists and influencers as well as monitoring and analyzing coverage across traditional and social media sources. Each venture
business is reported as a separate segment.
Our Core Business (Digital Data Solutions
(DDS) Segment)
We specialize in combining
deep neural networks
and
human expertise
in multiple domains (including health, science, and law) to make “unstructured
information” (sometimes referred to as “content”) useable. For business information companies, “useable”
means that the content can be sold via subscription to a
digital product
. For enterprises, “useable” means that
the content can drive
digital process transformation
and
AI
. We work with all classes of data, including sensitive
and protected data.
We also develop digital
products for business information companies and digital systems which replace legacy systems and processes.
We continued to implement
a strategy we initiated in 2017 focused on technology differentiation, increasingly taking an innovation-led approach to create
value for clients while driving leaner, more cost-effective operations.
Our Approach: Deep
Neural Networks and Experts-in-the-loop
Finding the right approach
for mixing machines and experts-in-the-loop for each customer requirement is one of our core competencies. On the human side, we
have over three thousand staff with deep domain expertise in legal, tax, regulatory, scientific, technical, and health-related
content. Many hold advanced degrees. They work from our global operations centers in North and South America, Europe, Israel, India,
Sri Lanka and the Philippines. Our operations centers in Asia are ISO 27001 certified. On the technology side, we use deep learning,
a sophisticated machine learning technique which is a branch of artificial intelligence that has enjoyed great success in real-world
applications.
In our approach, content
is fed first into our deep learning machines that automate much of the work, but distinguish between what they can automatically
process and what requires human intervention. Work that requires humans is “pushed” to human experts. Once human experts
perform tasks, their output is then fed back to the machines, which, as a result, become “smarter” and achieve over
time progressively greater levels of automation. (
See “Our Technology and Infrastructure”, below.
)
Our Customers
Our customers include
leading digital businesses in banking and financial services, technology, and digital retailing and four of the largest information
industry companies in the world, spanning financial, legal, healthcare and scientific vertical markets. Our customers often seek
to use digital data in combination with AI to support their businesses or to digitally transform operations. Our information industry
customers sell subscriptions to data products that require enhanced digital data.
Our Services
|
(i)
|
Data Acquisition, Transformation, and Enrichment at Scale
|
In order to use content
in an information product or in AI, there are often significant obstacles that must be overcome: the content may be contained in
multiple websites; it may be in disparate formats; and it may lack the necessary semantics and metadata to make it product- or
AI-ready. We overcome these obstacles by combining advanced technology and human subject matter experts, enabling us to produce
highly refined product- and AI-ready content efficiently and at scale.
Acquiring unstructured
data often involves monitoring thousands of sources such as websites in real-time for new or changing content and then automatically
extracting the changed content. One of the challenges with web data monitoring and extraction is that the HTML code underlying
web pages often changes, causing programs and scripts to break. We overcome this by using enterprise-class tools for content change
detection and extraction. These tools use both machine learning-based visual data abstraction combined with traditional programmatic
approaches. With visual abstraction, the technology knows what the content “looks like” and recognizes when a data
element moves from one spot on a Web page to another.
Digital data transformation
can refer to a large number of very specific tasks necessary to create well-structured, valid XML, such as text zoning, editing,
format tagging, format conversion, extraction, cross-reference capture, and linking.
Digital data enrichment
often includes structural tagging as well as semantic enrichment such as entity tagging and normalization. Data enrichment also
includes text categorization - classifying content to systems that organize knowledge such as ontologies and knowledge graphs.
This kind of enrichment enables powerful information retrieval and discovery and provides hooks for integration and interoperability.
|
(ii)
|
Digital Operations Management and Analytics
|
We provide digital
operations management and analytics for an increasing diversity of complex functions. At present, these include IP rights management,
contract management, customer relations, data processing, regulatory reporting, publishing workflow management, publisher relationship
management, and transaction management. Our services draw on a combination of industry and functional expertise from our thousands
of global delivery resources, many with advanced degrees, augmented by sophisticated machine learning and robotics process automation
(RPA) technology.
Our digital operations
management solutions often leverage our core competency in augmenting human expert effort with advanced technology and configuring
the technology to continually improve as a result of expert feedback. In this way, we provide high-quality, cost-effective solutions
for our customers that become increasingly automated, resulting in further cost and improvements in both productivity and response
time.
Many of the operations
we manage are mission-critical for our customers (as opposed to back-office), are unique, and have multiple contingencies and potential
points of failure. To manage this complexity, we have developed methodologies and best practices around process management and
risk mitigation, and we work with clients at a strategic business and technology level.
|
(iii)
|
Content Applications
|
We develop and maintain
applications used in conjunction with product- or AI-ready content we create. Our content applications address knowledge representation,
search/discovery, and digital transformation of customer workflows. Our scope of services spans full-stack development, knowledge
engineering, and integration support.
Our Technology and
Infrastructure
Our deep learning technologies
are built on frameworks such as TensorFlow and Torch that layer algorithms to create artificial neural networks that continuously
learn on the job, constantly improving the quality and accuracy of results.
Our content processing
application infrastructure consists of three integrated tiers. The first tier is an
orchestration layer
featuring a console
we use to configure our workflow engines. Each workflow is customized around the content acquisition, transformation, and enrichment
tasks required to transform a specific input into a specific output. This is where we oversee and manage AI, setting our accuracy
thresholds and quality assurance parameters to decide when cognitive tasks that have been performed by machines are sent for human
review.
The second tier of
our data processing application infrastructure is a
microservices layer
of deep learning networks which perform discrete
tasks automatically. Microservices are invoked by workflows via RESTful APIs. Our deep neural networks are trained to understand
domain-specific terms and meaning and can be deployed to enforce privacy and maintain customer-proprietary learning. We have built
domain-specific and task-specific microservices that perform deep sequence labelling, text categorization, and computer vision.
The technology works by observing text patterns using algorithms and assigning labels based on these observed values.
For each cognitive
decision, the machines provide a result together with a confidence score. A high confidence score means the machine is confident
that it has performed accurately and the content is ready to be deployed in an information product or for AI. A low confidence
score means expert review is required.
Our third layer is
human experts-in-the-loop. When an expert review is required, the human experts use tools we refer to as “workbenches”
to apply their expertise to a task. The workbenches are integrated with the microservice endpoints in one of two ways. In one deployment,
only low-confidence data is sent to workbenches for human review. In an alternative deployment, we send both high-confidence and
low-confidence data back to the workbench, displaying the confidence level for each decision taken by the machine. In both of these
deployments, human-reviewed work is retroactively fed back into the deep neural network, enabling it to get smarter. The result
is continuous, predicable improvement and progressively greater levels of automation.
Our data storage and
application hosting platform has been built utilizing an innovative enterprise infrastructure platform enabling robust performance
scaling, strong security, high availability, and advanced business continuity. We support a range of strategies to suit our customers’
needs for data security, compliance, scalability and reliability. We can host data and applications in our own data centers at
our production facilities or we can utilize third-party cloud services which provide the benefit of “infinite scalability”
of hardware resources. When we are processing sensitive information for banks and insurance companies, we utilize U.S.-based, co-located
data centers in combination with advanced data encryption (both at rest and in motion to the Advanced Encryption Standard 256 or
similar standard) and desktop virtualization technologies, ensuring that data never leaves secured environments in the U.S. We
employ a range of security features including monitored firewalls and intrusion detection devices. We can deploy on-premises, as
well, and our machine learning microservices can be consumed via API.
We comply with
the requirements of the United States Health Insurance Portability and Accountability Act of 1996 as amended (HIPAA)
(including by the Health Information Technology for Economic and Clinical Health Data (HITECH)) and the United
Kingdom’s Data Protection Act 2018, as applicable. Innodata Inc. is certified to the EU-U.S. Privacy Shield
framework, which certification includes Synodex and Agility as covered entities.
Our DDS segment includes
our Innodata docGenix, LLC subsidiary (docGenix). As of March 31, 2019, Innodata Inc. owned 94% of docGenix.
Our Venture Businesses
Our venture businesses
provide specific industry solutions. We have chosen to invest in these businesses because they leverage one or more of our core
capabilities (typically data acquisition/transformation/enrichment at scale, content applications, and global workforce deployment),
have attractive business models such as SaaS (software-as-a-service), and expand our addressable market. Each venture business
is reported as its own business segment.
Synodex Segment
Synodex enables clients
in the insurance and healthcare sectors to transform medical records into useable digital data and to apply technologies to the
digital data to augment decision support.
The main focus of the
Synodex business is the extraction and classification of data from unstructured medical records in an innovative way to provide
improved data service capabilities for insurance underwriting, insurance claims, medical records management, life settlement claims,
and clinical trial support services. Synodex has developed and deployed its APS.Extract
®
product for specific use
with life insurance underwriting and claims.
Our Synodex segment operates through our
Innodata Synodex, LLC subsidiary. As of March 31, 2019, Innodata Inc. owned 92.5% of Innodata Synodex, LLC. More information about
our Synodex segment can be found at
www.synodex.com
.
Agility Segment
Agility
provides
tools and related professional services that enable public relations (PR) and communications professionals to discover influencers,
amplify messages, monitor coverage, and measure the impact of campaigns. Agility has been ranked as the #1 easiest to use media
database and as a leader in media and influencer targeting and media monitoring, out-performing significantly larger, more established
competitors.
1
The media intelligence
solutions market is estimated to be $3.2 billion and growing 7% annually.
2
The market is highly fragmented, with only a limited number of providers of integrated solutions such as Agility.
Agility’s
software-as-a-service (SaaS) tools include:
|
·
|
An influencer targeting solution to help PR professionals identify influencers. The Agility media
database includes detailed contact information for over 840,000 unique influencers globally including journalists, outlets, and
bloggers. Live social media streams to allow users to research influencers by tracking activity and keywords across multiple social
media channels.
|
|
·
|
An outreach and content amplification solution enabling PR professionals to distribute news, information,
and content to targeted influencers.
|
|
·
|
Integrated newswire services.
|
|
·
|
A media monitoring solution to help PR professionals track what is being said about their brand,
industry or competitors and track engagement. Users can monitor and report on coverage across print, broadcast, online and social
media sources, including AI-powered image monitoring. The self-serve monitoring tool enables users to create alerts, compile and
share coverage briefings and clipbooks.
|
|
·
|
A media analysis solution to help PR professionals analyze coverage, determine PR campaign reach
and effectiveness, and create and distribute reports.
|
1
G2 Crowd
2
Burton-Taylor
Agility’s
professional services include:
|
·
|
Media monitoring and PR measurement services delivered by a team of media analysts who use our
SaaS monitoring solution to pull coverage and curate daily news briefs. This powerful media monitoring solution is for clients
with complex monitoring or reporting requirements.
|
|
·
|
Advanced PR reporting and measurement services including custom reports, PR measurement and social
media / influencer analysis.
|
To
provide our services, we maintain a big data engine that stores and indexes media content. We index approximately two billion media
items each year.
Bulldog Reporter,
a publisher of PR-related news and a popular e-newsletter, and the Bulldog Awards, a PR awards program that recognizes outstanding
performance among PR and communications professionals and agencies, are properties of Agility.
More information about our
Agility segment can be found at
www.agilitypr.com
Revenues
Revenue Recognition
– commencing January 1, 2018 we recognize revenue in accordance with Accounting Standards Update (“ASU”)
2014-09,
Revenue from Contracts with Customers
. Revenue is recognized when control of the promised services is transferred
to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services as per the
agreement with the customer. In case there are agreements with multiple performance obligations, we identify each performance
obligation and evaluate whether the performance obligations are distinct within the context of the agreement at the agreement’s
inception. Performance obligations that are not distinct at agreement inception are combined. We allocate the transaction price
to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation,
if any, and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition.
For the DDS segment,
revenue is recognized primarily based on the quantity delivered or resources utilized in the period in which services are performed
and performance conditions are satisfied as per the agreement. Revenues for agreements billed on a time-and-materials basis are
recognized as services are performed. Revenues under fixed-fee agreements, which are not significant to the overall revenues, are
recognized based on the proportional performance method of accounting, as services are performed, or milestones are achieved.
For the Synodex segment,
revenue is recognized primarily based on the quantity delivered in the period in which services are performed and performance conditions
are satisfied as per the agreement. A portion of our Synodex segment revenue is derived from licensing our functional software
and providing access to our hosted software platform. Revenue from such services is recognized monthly when access to the service
is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable;
the payment terms are identifiable; the agreement has commercial substance; and collection is probable.
The Agility segment
derives its revenue primarily from subscription arrangements and provision of enriched media analysis services. It also derives
revenue as a reseller of corporate communication solutions. Revenue from subscriptions is recognized monthly when access to the
service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable;
the payment terms are identifiable; the agreement has commercial substance; and collection is probable. Revenue from enriched media
analysis services is recognized when the services are performed, and performance conditions are satisfied. Revenues from the reseller
agreements, which are not significant to the overall revenues, are recognized at gross with our functioning as a principal due
to our meeting the following criteria. We act as the primary obligor in the sales transaction; assume the credit risk; set the
price; can select suppliers; and are involved in the execution of the services, including after sales service.
Revenues include reimbursement
of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in direct operating costs.
We consider U.S. GAAP
criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include
whether we are the primary obligor, have risks and rewards of ownership, and bear the risk that a customer may not pay for the
services performed. If there are circumstances where the above criteria are not met and therefore, we are not the principal
in providing services, amounts received from customers are presented net of payments in the condensed consolidated statements of
operations and comprehensive loss.
Contract acquisition
cost for our Agility segment is amortized over the term of the subscription agreement which normally has a duration of 12 months
or less. We review these costs on a periodic basis to determine the need to adjust the carrying values for pre-terminated contracts.
Direct Operating Costs
Direct operating costs
consist of direct payroll, occupancy costs, data center hosting fees, content acquisition costs, depreciation and amortization,
travel, telecommunications, computer services and supplies, realized gain (loss) on forward contracts, foreign currency revaluation
gain (loss), and other direct expenses that are incurred in providing services to our clients.
Selling and Administrative Expenses
Selling and administrative
expenses consist of management and administrative salaries, sales and marketing costs including commissions, new services research
and related software development, third-party software, advertising and trade conferences, professional fees and consultant costs,
and other administrative overhead costs.
Valuation of Goodwill and Intangible
Assets
The Company performs
valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates
the purchase price of each acquired business to its respective net tangible and intangible assets and liabilities. Acquired intangible
assets principally consist of technology, customer relationships, backlog and trademarks. Liabilities related to intangibles principally
consist of unfavorable vendor contracts. The Company determines the appropriate useful life by performing an analysis of expected
cash flows based on projected financial information of the acquired businesses. Intangible assets are amortized over their estimated
useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are
expected to be consumed. Intangible liabilities are amortized into direct operating costs ratably over their expected related revenue
streams over their useful lives.
Goodwill represents
the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company does not amortize goodwill
but evaluates it for impairment at the reporting unit level annually during the third quarter of each fiscal year (as of September
30 of that quarter) or when an event occurs, or circumstances change, that indicates the carrying value may not be recoverable.
In 2018 the Company adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill
Impairment. Under the newly adopted guidance, the optional qualitative assessment, referred to as “Step 0”, and the
first step of the quantitative assessment (“Step 1”) remained unchanged versus the prior guidance. However, the requirement
to complete the second step (“Step 2”), which involved determining the implied fair value of goodwill and comparing
it to the carrying value of that goodwill to measure the impairment loss, was eliminated. As a result, Step 1 will be used to determine
both the existence and amount of goodwill impairment. An impairment loss will be recognized for the amount by which the reporting
unit’s carrying amount exceeds its fair value, not to exceed the carrying value of goodwill in that reporting unit.
Adjusted EBITDA
In addition to measures
of financial performance presented in our consolidated financial statements, we monitor “Adjusted EBITDA” to help us
evaluate our ongoing operating performance including our ability to operate the business effectively.
We define Adjusted
EBITDA as net income (loss) attributable to Innodata Inc. and its subsidiaries in accordance with U.S. GAAP before income taxes,
depreciation, amortization of intangible assets, impairment charges, changes in fair value of contingent consideration, stock-based
compensation, loss attributable to non-controlling interests and interest income (expense).
We believe Adjusted
EBITDA is useful to our management and investors in evaluating our operating performance and for financial and operational decision-making
purposes. In particular, Adjusted EBITDA facilitates comparisons of the core operating performance of our Company from period to
period on a consistent basis and helps us identify underlying trends in our business. We believe it provides useful information
about our operating results, enhances the overall understanding of our past performance and future prospects and allows for greater
transparency with respect to key metrics used by the management in our financial and operational decision-making. We use this measure
to establish operational goals for managing our business and evaluating our performance.
Adjusted EBITDA has
limitations as an analytical tool and should not be considered in isolation or as a substitute for results reported under U.S.
GAAP. Some of these limitations are:
|
·
|
Adjusted EBITDA does not reflect tax payments, and such payments reflect a reduction in cash available
to us;
|
|
·
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs
and for our cash expenditures or future requirements for capital expenditures or contractual commitments;
|
|
·
|
Adjusted EBITDA excludes the potential dilutive impact of stock-based compensation expense related
to our workforce, interest income (expense) and net loss attributable to non-controlling interests, and these items may represent
a reduction or increase in cash available to us;
|
|
·
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized
may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements
or for new capital expenditure requirements; and
|
|
·
|
Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently
from our calculation, limiting its usefulness as a comparative measure.
|
Adjusted EBITDA should
be considered as a supplement to, and not as a substitute for or superior to, U.S. GAAP net income.
The following tables
reconcile net income (loss) to Adjusted EBITDA for the periods presented (in thousands):
Consolidated
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net loss attributable to Innodata Inc. and Subsidiaries
|
|
$
|
(452
|
)
|
|
$
|
(268
|
)
|
Depreciation and amortization
|
|
|
809
|
|
|
|
884
|
|
Stock-based compensation
|
|
|
129
|
|
|
|
140
|
|
Provision for income taxes
|
|
|
(28
|
)
|
|
|
582
|
|
Interest expense, net
|
|
|
11
|
|
|
|
4
|
|
Non-controlling interests
|
|
|
1
|
|
|
|
(8
|
)
|
Adjusted EBITDA - Consolidated
|
|
$
|
470
|
|
|
$
|
1,334
|
|
DDS Segment
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net income attributable to DDS Segment
|
|
$
|
37
|
|
|
$
|
1
|
|
Depreciation and amortization
|
|
|
425
|
|
|
|
502
|
|
Stock-based compensation
|
|
|
118
|
|
|
|
138
|
|
Provision for income taxes
|
|
|
(17
|
)
|
|
|
594
|
|
Interest expense, net
|
|
|
10
|
|
|
|
1
|
|
Non-controlling interests
|
|
|
(8
|
)
|
|
|
(5
|
)
|
Adjusted EBITDA - DDS Segment
|
|
$
|
565
|
|
|
$
|
1,231
|
|
Synodex Segment
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net income attributable to Synodex Segment
|
|
$
|
150
|
|
|
$
|
10
|
|
Stock-based compensation
|
|
|
3
|
|
|
|
-
|
|
Non-controlling interests
|
|
|
9
|
|
|
|
(3
|
)
|
Adjusted EBITDA - Synodex Segment
|
|
$
|
162
|
|
|
$
|
7
|
|
Agility Segment
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net loss attributable to Agility Segment
|
|
$
|
(639
|
)
|
|
$
|
(279
|
)
|
Depreciation and amortization
|
|
|
384
|
|
|
|
382
|
|
Stock-based compensation
|
|
|
8
|
|
|
|
2
|
|
Provision for income taxes
|
|
|
(11
|
)
|
|
|
(12
|
)
|
Interest expense, net
|
|
|
1
|
|
|
|
3
|
|
Adjusted EBITDA - Agility Segment
|
|
$
|
(257
|
)
|
|
$
|
96
|
|
Results of Operations
Three Months Ended March 31, 2019 and
2018
Revenues
Total revenues were
$13.7 million for the three months ended March 31, 2019 compared to $14.1 million for the three months ended March 31, 2018,
a decrease of approximately $0.4 million or 3%.
Revenues from the DDS
segment were $10.2 million and $10.5 million for the three months ended March 31, 2019 and 2018, respectively, a decrease of approximately
$0.3 million or 3%. The decrease is attributable to a reduction in volume from one client offset in part by volume increases from
other clients.
Revenues from the Synodex
segment were $1.0 million for each of the three months ended March 31, 2019 and 2018.
Revenues from the Agility
segment were $2.5 million and $2.6 million for the three months ended March 31, 2019 and 2018, respectively, a decrease of approximately
$0.1 million or 4%.
Two clients in the
DDS segment generated an aggregate of approximately 26% of the Company’s total revenues for the three months ended March
31, 2019 and 32% of the Company’s total revenues for the three months ended March 31, 2018. No other client accounted for
10% or more of total revenues during these periods. Further, revenues from non-U.S. clients accounted for 52% and 58% of the Company’s
total revenues for the three months ended March 31, 2019 and 2018, respectively.
Direct Operating Costs
Direct operating costs
were $9.6 million and $9.9 million for the three months ended March 31, 2019 and 2018, respectively, a decrease of $0.3 million
or 3%. Direct operating costs as a percentage of total revenues were 70% for each of the three months ended March 31, 2019 and
March 31, 2018.
Direct operating costs
for the DDS segment were approximately $7.3 million and $7.5 million for the three months ended March 31, 2019 and 2018, respectively,
a net decrease of approximately $0.2 million or 3%. The decrease in direct operating costs is primarily attributable to lower
labor costs of $0.3 million and reduced delivery center costs of $0.4 million, offset in part by $0.5 million of foreign exchange
losses. Direct operating costs for the DDS segment as a percentage of DDS segment revenues were 71% for each of the three months
ended March 31, 2019 and 2018, respectively.
Direct operating costs
for the Synodex segment were $0.7 million for the three months ended March 31, 2019 and $0.8 million for the three months ended
March 31, 2018, net of intersegment profits, a decrease of $0.1 million or 12%. The decline in direct operating costs reflects
production efficiencies realized. Direct operating costs for the Synodex segment as a percentage of Synodex segment revenues were
71% and 80% for the three months ended March 31, 2019 and 2018, respectively.
Direct operating costs
for the Agility segment were $1.6 million for the three months ended March 31, 2019 and 2018, respectively. Direct operating costs
for the Agility segment as a percentage of Agility segment revenues were 64% and 62% for the three months ended March 31, 2019
and 2018, respectively.
Selling and Administrative Expenses
Selling and administrative
expenses were $4.6 million for the three months ended March 31, 2019 compared to $3.9 million for the three months ended March
31, 2018, an increase of $0.7 million or approximately 18%. Selling and administrative expenses as a percentage of total revenues
were 34% and 28% for the three months ended March 31, 2019 and 2018, respectively.
Selling and
administrative expenses for the DDS segment were $3.0 million and $2.3 million for the three months ended March 31, 2019 and
2018, respectively, an increase of $0.6 million or 26%. The increase in selling and administrative expenses are primarily
attributable to higher professional fees, incentives and new hires. As a percentage of DDS revenues, DDS selling and
administrative expenses were 29% and 22% for the three months ended March 31, 2019 and March 31, 2018, respectively.
Selling and administrative
expenses for the Synodex segment were $0.1 million for the three months ended March 31, 2019 and $0.2 million for the three months
ended March 31, 2018, respectively, a decrease of $0.1 million or 50%. Selling and administrative expenses for the Synodex segment
as a percentage of Synodex segment revenues were 13% for the three months ended March 31, 2019 and 20% for the three months ended
March 31, 2018.
Selling and administrative
expenses for the Agility segment were $1.5 million and $1.4 million for the three months ended March 31, 2019 and 2018, respectively,
a decrease of $0.1 million or 7%. Selling and administrative expenses for the Agility segment as a percentage of Agility segment
revenues were 61% for the three months ended March 31, 2019 and 54% for the three months ended March 31, 2018.
Income Taxes
We recorded a
provision for income taxes of ($28,000) and $0.6 million for the three months ended March 31, 2019 and 2018, respectively.
Taxes primarily consist of a provision for foreign taxes recorded in accordance with the local tax regulations by our foreign
subsidiaries. Effective income tax rates are disproportionate due to the losses incurred by our U.S. entity and our Canadian
subsidiaries and a valuation allowance recorded on deferred taxes on these entities.
The reconciliation of the U.S. statutory rate with the Company’s
effective tax rate for the three-month period ended March 31, 2019 is summarized as below:
|
|
March 31, 2019
|
|
|
|
|
|
Federal income tax expense at statutory rate
|
|
|
21.0
|
%
|
Effect of:
|
|
|
|
|
Tax effects of FX gains and losses
|
|
|
104.2
|
|
Increase in unrecognized tax benefits (FIN48)
|
|
|
(36.8
|
)
|
Tax effects of foreign operations
|
|
|
(34.0
|
)
|
Return to provision true up
|
|
|
(28.0
|
)
|
Foreign rate differential
|
|
|
(8.1
|
)
|
Change in valuation allowance
|
|
|
(7.9
|
)
|
Other
|
|
|
(4.6
|
)
|
Effective tax rate
|
|
|
5.8
|
%
|
Despite access to overseas
earnings and the resulting toll charge, we intend to indefinitely reinvest foreign earnings in our foreign subsidiaries on account
of the foreign jurisdiction withholding taxes that we would have to incur on the actual remittances. Unremitted earnings of foreign
subsidiaries amounted to approximately $20.8 million at March 31, 2019. If such earnings are repatriated in the future, or are no
longer deemed to be indefinitely reinvested, we would have to accrue the applicable amount of foreign jurisdiction withholding
taxes associated with such remittances.
We have a valuation
allowance on all of our U.S. deferred tax assets on account of continuing losses incurred by our U.S. entity. In addition, we also
have a valuation allowance on the deferred tax assets of our Canadian subsidiaries. Our Canadian subsidiaries also have research
and development expenditures available to reduce taxable income in future years, which may be carried forward indefinitely. The
potential benefits from these balances have not been recognized for financial statement purposes.
The Company is subject
to Federal income tax, as well as income tax in various states and foreign jurisdictions. The Company has open periods for US Federal
and state taxes from 2015 through 2018. Various foreign subsidiaries currently have open tax years from 2003 through 2018. Refer
to Item 1, Note 3 for more information about Tax Assessments.
Net Loss
We incurred a net loss
of $0.5 million during the three months ended March 31, 2019 compared to a net loss of $0.3 million during the three months ended
March 31, 2018.
Net income for the
DDS segment was break-even for the three months ended March 31, 2019 and March 31, 2018, net of intersegment profits. Net income
for the Synodex segment was $150,000 for the three months ended March 31, 2019 compared to break-even for the three months ended
March 31, 2018, net of intersegment profits. Net loss for the Agility segment was $650,000 and $300,000 for the three months ended
March 31, 2019 and 2018, respectively.
Adjusted EBITDA
Adjusted EBITDA
for the three months ended March 31, 2019 was $0.5 million compared to $1.3 million for the three months ended March 31,
2018. Adjusted EBITDA for the DDS segment was $0.6 million and $1.2 million for the three months ended March 31, 2019 and
2018, respectively. Adjusted EBITDA for the Synodex segment was $0.2 million and break-even for the three months ended March
31, 2019 and 2018, respectively. Adjusted EBITDA for the Agility segment was a net loss of $0.3 million and income of $0.1
million for the three months ended March 31, 2019 and 2018, respectively.
Liquidity and Capital Resources
Selected measures of liquidity and capital
resources, expressed in thousands, are as follows:
|
|
March 31, 2019
|
|
|
December 31, 2018
|
|
Cash and cash equivalents
|
|
$
|
12,161
|
|
|
$
|
10,869
|
|
Working capital
|
|
|
11,128
|
|
|
|
12,981
|
|
At March 31, 2019,
we had cash and cash equivalents of $12.2 million, of which $5.7 million was held by our foreign subsidiaries, and the $6.5 million
balance was held in the United States. Based on our calculations, as a result of the one-time transition tax on the deemed repatriation
of post-1986 undistributed foreign subsidiary earnings and profits, we will not have any liability for taxes with respect to repatriated
foreign earnings under Internal Revenue Service Regulation 956 until our cumulative exposure for unrepatriated foreign earnings
reaches a threshold of $25.8 million. Although we do not currently intend to repatriate amounts held by foreign subsidiaries, we
could if needed repatriate these amounts less up to 21% in withholding taxes of foreign jurisdictions.
We have used, and plan
to use, our cash and cash equivalents for (i) investments in the Agility segment; (ii) the expansion of our other operations; (iii)
technology innovations; (iv) product management and strategic marketing; (v) general corporate purposes, including working capital;
and (vi) possible business acquisitions. As of March 31, 2019, we had working capital of approximately $11.1 million, as compared
to working capital of approximately $13.0 million as of December 31, 2018.
We did not have any
material commitments for capital expenditure as of March 31, 2019.
We believe that our
existing cash and cash equivalents and internally generated funds will provide sufficient sources of liquidity to satisfy our financial
needs for the next 12 months. However, we have no debt facilities or lines of credit, and reductions in our cash and cash equivalents
from operating losses, capital expenditures, adverse legal decisions, acquisitions or otherwise would materially and adversely
affect the Company.
Cash Flows
Net Cash Provided by Operating Activities
Cash provided by our
operating activities for the three months ended March 31, 2019 was $2.1 million primarily on account of the $2.5 million decrease
in our accounts receivable and $0.1 million net decrease in other working capital accounts. This favorable result was reduced by
our net loss of $0.5 million in the quarter. The reduction in accounts receivable is a result of improvements in our
collection effort during the period. Refer to the condensed consolidated statement of cash flows for further details.
Our days’ sales
outstanding (DSO) were 62 days for the three months ended March 31, 2019 and 66 days for the year ended December 31, 2018. We calculate
DSO for a reported period by first dividing the total revenues for the period by the average net accounts receivable for the period
(which is the sum of the net accounts receivable at the beginning of the period and the net accounts receivable at the end of the
period, divided by two), to yield an amount we refer to as the “accounts receivable turnover.” Then we divide the total
number of days within the reported period by the accounts receivable turnover to yield DSO expressed in number of days.
Net Cash Used in Investing Activities
For the three months
ended March 31, 2019, cash used in our investing activities was $0.5 million. These expenditures principally consisted of purchases
of technology equipment including servers, network infrastructure and workstations.
During the next 12
months, we anticipate that capital expenditures for ongoing technology, equipment and infrastructure upgrades will approximate
$1.0 million to $2.0 million, a portion of which we may finance.
Net Cash Used in Financing Activities
For the three months
ended March 31, 2019, cash used in financing activities was for payments of long-term obligations of $0.4 million.
Inflation, Seasonality and Prevailing
Economic Conditions
Our most significant
costs are the salaries and related benefits of our employees in Asia. We are exposed to higher inflation in wage rates in the countries
in which we operate. We generally perform work for our clients under project-specific contracts, requirements-based contracts or
long-term contracts. We must adequately anticipate wage increases, particularly on our fixed-price contracts. There can be no assurance
that we will be able to recover cost increases through increases in the prices that we charge for our services to our clients.
Our quarterly operating
results are subject to certain fluctuations. We experience fluctuations in our revenue and earnings as we replace and begin new
projects, which may have some normal start-up delays, or we may be unable to replace a project entirely. These and other factors
may contribute to fluctuations in our operating results from quarter to quarter. In addition, as some of our Asian facilities are
closed during holidays in the fourth quarter, we typically incur higher wages, due to overtime, that reduce our margins.
Our Synodex subsidiary
experiences seasonal fluctuations in revenues. Typically, revenue is lowest in the third quarter of the calendar year and highest
in the fourth quarter of the calendar year. The seasonality is directly linked to the number of life insurance applications received
by the insurance companies.
Critical Accounting Policies and Estimates
Our discussion and
analysis of our results of operations, liquidity and capital resources is based on our consolidated financial statements which
have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation
of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates
and judgments, including those related to revenue recognition, allowance for doubtful accounts and billing adjustments, long-lived
assets, intangible assets, goodwill, valuation of deferred tax assets, value of securities underlying stock-based compensation,
litigation accruals, pension benefits, purchase price allocation of Agility, valuation of derivative instruments and estimated
accruals for various tax exposures. We base our estimates on historical and anticipated results and trends and on various other
assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates
and could have a significant adverse effect on our consolidated results of operations and financial position. We believe the following
critical accounting policies affect our more significant estimates and judgments in the preparation of our consolidated financial
statements.
The significant accounting
policies used in preparing these condensed consolidated financial statements are the same as those described in the Company’s
Annual Report on Form 10-K, unless otherwise noted.
Recent Accounting Pronouncements
In January 2016, the
Financial Accounting Standards Board (FASB) issued ASU No. 2016-01, Financial Instruments – Overall (“Subtopic 825-10”):
Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects
of recognition, measurement, presentation and disclosure of financial instruments. The Company adopted this standard in the first
quarter of 2019, and it did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the
FASB issued ASU 2018-14, “Compensation-Retirement Benefits-Defined Benefits Plans-General: Disclosure Framework-Changes to
the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”) that makes minor changes to the disclosure
requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. The guidance eliminates
requirements for certain disclosures that are no longer considered cost beneficial and adds new disclosure requirements that the
FASB considers pertinent. ASU 2018-14 is effective for fiscal years ending after December 15, 2020 for public entities; early adoption
is permitted. We are currently evaluating the early adoption of ASU-2018-14 but do not expect it to have a material impact to the
Company’s consolidated financial statements.
Off-Balance Sheet Arrangements
None.