
Part I – Financial Information Financial Statements Unaudited Q1 2019 financials show revenues at $13.7 million, a $0.5 million net loss, and total assets at $52.7 million, influenced by new lease accounting standards Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $12,161 | $10,869 | | Total current assets | $25,728 | $27,273 | | Right of use asset | $7,784 | - | | Total assets | $52,680 | $46,051 | | Total current liabilities | $14,600 | $14,292 | | Total liabilities | $22,209 | $22,051 | | Total stockholders' equity | $30,471 | $30,566 | Condensed Consolidated Statement of Operations (in thousands, except per share amounts) | Account | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Revenues | $13,694 | $14,120 | | Direct operating costs | $9,560 | $9,894 | | Selling and administrative expenses | $4,602 | $3,916 | | Net loss | $(451) | $(276) | | Loss per share (Basic and diluted) | $(0.02) | $(0.01) | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Account | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $2,101 | $1,652 | | Net cash used in investing activities | $(485) | $(625) | | Net cash used in financing activities | $(387) | $(301) | | Net increase in cash and cash equivalents | $1,292 | $772 | Notes to Condensed Consolidated Financial Statements Notes detail business segments, new lease accounting standard adoption, a $7.8 million right-of-use asset, ongoing tax inquiry, and significant client concentration - The company operates in three segments: Digital Data Solutions (DDS) as its core business, and two venture businesses, Synodex (medical data transformation) and Agility PR Solutions (SaaS platform for PR)2425 - Effective January 1, 2019, the company adopted the new lease accounting standard (ASU 2016-02), recognizing a right-of-use asset and a corresponding lease liability on the balance sheet5894 - The company is contesting a tax inquiry in India regarding service classification for periods between July 2012 and November 2016, which could subject approximately $67.0 million in revenue to service tax if unsuccessful77 - A 2008 judgment in the Philippines against a former subsidiary, purportedly also against Innodata Inc., amounts to approximately $6.2 million plus interest The company has obtained a preliminary injunction in the U.S. against enforcement of this judgment80 - There is significant client concentration, with two clients in the DDS segment accounting for 26% of total revenues for the three months ended March 31, 2019115 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses a 3% revenue decrease to $13.7 million, an 18% rise in selling and administrative expenses, and an increased net loss of $0.5 million, while maintaining adequate liquidity Business Overview Innodata is a global services and technology company structured into a core DDS segment and venture businesses Synodex and Agility, leveraging a three-tiered AI infrastructure - The company's core business is the Digital Data Solutions (DDS) segment, which combines deep neural networks and human expertise to make unstructured information usable for digital products and AI130132 - Venture businesses include Synodex (SaaS platform for medical data) and Agility PR Solutions (SaaS platform for PR professionals), which leverage core capabilities to target specific industry solutions131155 - The company's technology infrastructure is built on a three-tiered system: an orchestration layer to configure workflows, a microservices layer of deep learning networks for automated tasks, and a human-expert layer for review and continuous machine learning improvement147148151 Results of Operations Q1 2019 total revenues decreased 3% to $13.7 million, direct operating costs remained stable, but selling and administrative expenses rose 18%, leading to a wider $0.5 million net loss Revenues by Segment (in thousands) | Segment | Q1 2019 | Q1 2018 | Change (%) | | :--- | :--- | :--- | :--- | | DDS | $10,177 | $10,477 | -3% | | Synodex | $1,024 | $981 | +4% | | Agility | $2,493 | $2,662 | -6% | | Total | $13,694 | $14,120 | -3% | - Direct operating costs decreased by $0.3 million (3%) to $9.6 million, remaining stable at 70% of total revenues for both Q1 2019 and Q1 2018188 - Selling and administrative expenses increased by $0.7 million (18%) to $4.6 million, primarily driven by a $0.6 million increase in the DDS segment due to higher professional fees, incentives, and new hires193194 Adjusted EBITDA by Segment (in thousands) | Segment | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | DDS | $565 | $1,231 | | Synodex | $162 | $7 | | Agility | $(257) | $96 | | Consolidated | $470 | $1,334 | Liquidity and Capital Resources As of March 31, 2019, the company held $12.2 million in cash, with $2.1 million from operating activities, maintaining sufficient liquidity for the next 12 months Liquidity Measures (in thousands) | Measure | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $12,161 | $10,869 | | Working capital | $11,128 | $12,981 | - Of the $12.2 million in cash, $5.7 million was held by foreign subsidiaries and $6.5 million was held in the United States206 - Net cash provided by operating activities was $2.1 million for the quarter, mainly due to a $2.5 million decrease in accounts receivable from improved collection efforts210 - The company anticipates capital expenditures of approximately $1.0 million to $2.0 million over the next 12 months for technology and infrastructure upgrades213 Quantitative and Qualitative Disclosures About Market Risk This section is not applicable as the company qualifies as a smaller reporting company - Disclosure is not applicable for smaller reporting companies224 Controls and Procedures Management concluded disclosure controls and procedures were effective as of March 31, 2019, with no material changes in internal control over financial reporting - Based on an evaluation as of March 31, 2019, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective227 - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls228 Part II – Other Information Legal Proceedings This section refers to the 'Legal Proceedings' disclosure in the company's 2018 Annual Report on Form 10-K for detailed information - For details on legal proceedings, the report refers to the disclosure in the Annual Report on Form 10-K for the year ended December 31, 2018230 Risk Factors No material changes to risk factors were reported compared to those disclosed in the company's 2018 Annual Report on Form 10-K - No material changes to risk factors were reported compared to those disclosed in the 2018 Form 10-K231 Other Items (Items 2, 3, 4, 5) The company reported no unregistered sales of equity securities, no defaults, no mine safety disclosures, and no other information under Item 5 - The company reported 'None' for the following items: Unregistered Sales of Equity Securities and Use of Proceeds, Defaults Upon Senior Securities, Mine Safety Disclosures, and Other Information232233234 Exhibits The report lists various exhibits filed with the Form 10-Q, including a Rights Agreement, an Offer of Employment, and CEO/CFO certifications - Key exhibits filed include a Rights Agreement (4.1), an Offer of Employment for Robert O'Connor (10.1), and CEO/CFO certifications (31.1, 31.2, 32.1, 32.2)237