Raj Jain – Vice President Jack Abuhoff – President and Chief Executive Officer O'Neil Nalavadi – Senior Vice President and Chief Financial Officer.

Stan Berenshteyn – Sidoti & Company, LLC Vincent A. Colicchio – Noble Financial Group, Inc., Research Division Brad Hathaway – Far View Capital Management Tim Clarkson – Van Clemens Capital Jay Harris – Axiom Capital James Tang – Luzich Partners Charlie Pine – Van Clemens & Company.

Good morning, and welcome to the Innodata Second Quarter 2014 Earnings Conference Call. Today's conference is being recorded. At this time I would like to turn the conference over to Raj Jain, please go ahead. .

Thank you, Orlando. Good morning, everyone. Thank you for joining us today. Our speakers today are Jack Abuhoff, Chairman and CEO of Innodata; and O'Neil Nalavadi, our CFO. We'll hear from O'Neil first, who will provide a detailed review of our second quarter results and then Jack will follow with additional perspective about the business.

We'll then take your questions. First, let me qualify the forward-looking statements that are made during the call. These statements are based largely on our current expectations and are subject to a number of risks and uncertainties, including, without limitation that contracts maybe terminated by clients.

Projected or committed volumes of work may not materialize. Our Innodata Advanced Data Solutions segment, IADS is a new venture with minimal revenues that has incurred losses since the inception and has recorded impairment charges for all of its ex-assets. We currently intend to continue to invest in IADS.

The primary at will nature of contracts with our content services clients and ability of these clients to reduce, delay or cancel projects, continuing Content Services segment revenue concentration in a limited number of clients; continuing Content Services segment reliance on project-based work; inability to replace projects that are completed, canceled or reduced; 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 digital content and professional services and knowledge processing; difficulty in integrating and deriving synergies from acquisitions, joint ventures and strategic investments; potential undiscovered liabilities of companies that we acquire; 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.

We undertake no obligation to update forward-looking information, and actual results could differ materially. Thank you. I will now turn the call over to O'Neil..

We generated $100,000 in cash this quarter compared to $4.4 million in the prior quarter. Our cash flows in Q1 benefited primarily from $3.4 million decline in the AR balances. We incurred capital expenditures of approximately $700,000 in the second quarter compared to $900,000 in the first quarter.

This CapEx spent is entirely attributable to our content services business as we continue to expense all expenditures in our IADS business to the income statement. We expect our Q3 2014 CapEx to be in the range of $500,000 to $800,000.

Our balance sheet remains strong with cash and investments totaling $28 million at the end of Q2 compared to $29 million at the end of Q1. Of this approximately $4.6 million was held in the U.S. and the rest was held overseas by the international subsidiaries.

As disclosed in the press release the upfront payment of $4.2 million for the MediaMiser acquisition was funded from our overseas cash results of $23.4 million. Looking at working capital, accounts receivables were approximately $9.4 million at the end of Q2 compared to $8.5 million at the end of the first quarter.

This increase in our AR balance was primarily an account of growth in revenues and timing of payment by customers. In terms of day sales outstanding, our AR balance averaged at 68 days this quarter compared to 67 days in Q1. Let me now review our foreign exchange hedging program.

At the end of the second quarter, our total outstanding foreign currency forward contracts taken to hedge our forex exposures amounted to $17.5 million. In Q2 the U.S.

dollar lost 3% against the Indian rupee and was consent against the Philippine Peso and based on mark-to-market, this resulted in $300,000 notional unrealized gains on our outstanding hedges. These forward contracts will mature over next 12 months and any loss or gains on these contracts will be recognized upon maturity.

Thank you and now I will pass the call over to Jack..

Thank you, O'Neil. Good morning everyone, thank you for joining us. Let's start with the MediaMiser acquisition announced yesterday. As O'Neil mentioned a few minutes ago, the MediaMiser acquisition fits squarely within our strategy to grow our portfolio of recurring and predictable revenue.

MediaMiser typically signs multi-year subscription agreements with clients and has enjoyed 90%, well over 90% retention rate. Moreover, it has experienced steady growth over the last 12 consecutive quarters at a compounded annual growth rate of 25%.

In addition to its predictable and recurring cash flow I would like to share with you some of the other key investment highlights that we see in MediaMiser which will enable you to see why we are so enthusiastic about the acquisition. First, the MediaMiser business scales particularly well.

A platform like there is considerable operating leverage in the model as new clients have brought onto the platform. This high operating leverage combined with gross margins in excess of 60% should translate into long-term operating margin potential in excess of 25% of revenue.

For fiscal year ended March 31, 2014, MediaMiser reported revenues of $3.9 million Canadian, gross margins of 60%, negative EBITDA of $200,000 Canadian.

In our models, we have assumed that an incremental $1 million in revenue at current prices should bring in about 70% contribution at the gross margin level and about 55% to 60% contribution at the operating income level.

We will share more operating metrics with investors over the next couple of quarters to enable you to better understand the business and its potential. Secondly, MediaMiser has developed a great product.

It built a proprietary platform that collects in real time information from over 200,000 sources of public content converting it into relevant actionable data for companies that need to monitor public sentiments. The content they cover includes both traditional media like newspapers, TV and radio as well as social media like blogs and Twitter.

Third, MediaMiser has an impressive customer base. Its customers include a broad range of Fortune 500 logos and governmental institutions. O'Neil and I spoke to a number of MediaMiser’s customers as part of our due diligence.

We consistently heard about how valuable they found MediaMiser products in helping to monitor and manage their public image and having felt that MediaMiser suited their needs better than competing products while most of MediaMiser’s existing business is at the large enterprise level, they have a new product called Snap designed for the small and medium mentor press segment.

Snap version 1.0 currently has ten customers. MediaMiser is intending to do a bigger launch in version 2.0 to be released later this summer. And here is the fourth key investor highlight. MediaMiser’s offerings are directed at large addressable markets that are both emerging and dynamic.

Report released in April by market research firm (inaudible) indicated that media intelligence and public relations information software spend tops $2.2 billion for the first time in 2013 with the demand for social media up over 20% and three year annual growth of close to 6%.

Meanwhile, in a report commissioned by us, Outsell size of the traditional media monitoring market in 2012 at about $536 million, but noted that the traditional companies are morphing into being a combination of media tracking including social media, distribution, database services and work flow and analytic platforms around press activity.

Outsell size this wider market to be approximately $2 billion. Further, the amount of content in social media is growing exponentially which means it will keep driving up the lead for organizations to monitor and leverage social media for their businesses. In other words, long-term secular trend is positive.

Well, the data that I have shared here is limited to public relations in terms of used cases it was interesting to learn in the course of our due diligence that MediaMiser is actually addressing used cases outside of PR as well. One large firm for example is using MediaMiser to monitor its suppliers.

Several government clients are using MediaMiser to monitor public’s perception to their service levels. Two large corporates are using MediaMiser to monitor commercial news and competitors' activities. The fifth key investment highlight is that there are good synergy opportunities between Innodata and MediaMiser.

Much of the work that MediaMiser does when it customizes reports for its customers is similar to work that we do for several of our clients therefore we see significant opportunities to leverage Innodata's current offshore content production services as MediaMiser seeks to scale its operations.

In addition, the technologies that are at the foundation of the MediaMiser solution are technologies in which we either have expertise or have been in the process of developing expertise. So, there is an opportunity to share resources there as well. Moving onto the sixth important investment highlight, with MediaMiser we are inheriting a solid team.

Brett Serjeantson, Chris Morrison, Martin Lyster, and David Nadeau, the MediaMiser core management team are all people that we expect will take relative Innodata culture, take care deeply about their customers which this trust and loyalty they’ve earned through hard work.

And they have demonstrated the ability to reinvent and create response and agility to customer needs. Importantly, the team is not viewing the acquisition as negative strategy, but rather as an opportunity to leverage our capabilities to accelerate their growth. The deal terms reflect this.

The purchase price includes an upfront payment of $4.1 million of which approximately $1.7 million went to repaying debt, $6.1 million towards working capital and other adjustments, approximately $1.3 million in deferred payments to be paid in installments in July 2015 and July 2016.

In addition, there is an opportunity for the management team and an employee trust to earn up to approximately $4.6 million in additional consideration based on their ability to grow the business above certain performance milestones over the next three years.

We have an option to settle 100% of this deferred payment and up to 70% of the earn-out with our stock. I have stated all these amounts in U.S. dollars for simplicity sake, although they are actually denominated in Canadian dollars. You can of course refer to our form 8-K filing with the SEC for full details on the transaction.

I will now move to the seventh key investment highlight. Because MediaMiser is the Canadian company, we were able to fund the acquisition from our offshore cash reserves without incurring taxes for repaid trading funds onshore.

Lastly from a narrative perspective, MediaMiser fits well within our services and solutions portfolio providing high value services that help professionals make better decisions using digital data to help people make better decisions is the strategically unifying theme in our business.

Whether we are helping global information providers build and maintain new information products or whether we are offering our own solutions such as docGenix and Synodex to the market, what we are doing is helping professionals make better decisions.

In essence, we use technology, people and processes to digest a whole bunch of messy, disorganized, over inclusive information, separate wheat from chef to extract what's truly a value to a particular market, organize that valuable knowledge for the market's intended use cases and disseminate it in the most user friendly formats and over the most user friendly platforms.

What I have described here is exactly what MediaMiser does as well. MediaMiser takes raw data, removes impurities, changes its state, adds value and disseminates it over SAS based platform at the end of the day, helping companies make better decisions.

We are very much looking forward to working with the MediaMiser team to leverage our respective strengths, to provide value to customers and scale the business and doing so, to create value for investors.

While MediaMiser has done a great job validating its product market fit and has a strong business model that constraint of being self funded has meant that it is yet to make any significant investment in sales and marketing. Their access to our resources will enable them to focus on growth.

If we are successful, and given their subscription based recurring revenues, high margins, and high retention rates, we think investors will highly value the enterprise. Recent comps suggest that these kinds of businesses once they reach a critical mass are often valued at as much as four times revenue or more.

I will now shift to ongoing Innodata business. On the IADS side, last quarter we shared with you that our Synodex subsidiary assigned two new significant contracts, but that each of them required some additional approvals before work could commence.

The first contract had a three year initial term with a potential to result in approximately $1.3 million of revenue per year. The client has indicated to us that it is confident that final approvals will be obtained this summer.

The second contract which had some initial terms of two years with the potential to result in approximately $2.5 million in revenue per year, we anticipated getting off to a slow start as the client needed to obtain several third party consents.

We are pleased to report that client has obtained the first of these required consents one of which comes from one of its largest customers and this has enabled us begin delivering data. In addition, we just recently obtained a preliminary verbal go ahead from another client. We hope to move this to contract in September/October timeframe.

I mean, this appointment was one customer whose senior management had said they wanted to use us but will not be bringing it for final board approval as it turns out until early next year.

We made the decision in Q2 to begin showing our work flow free mockups to our client prospects, while we were aware that by doing so we might further draw out an already lengthy sales process, we never less decided that work flow free had such significant strengths that our increased probability of success offset the concern about additional delay.

We are now completing the release and we hope to be producing work flow free data beginning in September. The reason we are so excited about the release is that it incorporates detailed feedback we have received from 16 client prospects over the course of past several months.

Some of the requirements necessitated architectural changes that were broader than we initially envisioned which has resulted in taking a bit more time to finish.

But the important thing is that when we show work flow free mockups to our active prospects, we are getting a very enthusiastic response and we are presently using the underlying work flow free technology for large reinsure with solid results.

In Q2 our business development team attended the annual conference of the Association of Home Office Underwriters in Indianapolis, Indiana. This four day conference is one of the largest annual gatherings of life insurance underwriters and strikingly the theme of this year's conference was innovations and risk assessment.

We had a full dance card of new interested potential prospects that we met with at the conference. Again we showed our work flow free mockups to several of these new relationships and we received enthusiastic response and request follow-up meetings several of which have taken place already.

Nevertheless, given the protracted nature of things within this sector as well as the time that it has taken for us to fine tune the product and given some management changes that we decided to make anyway, we have recently reduced our Synodex related spend from approximately $1.3 million per quarter to $1.1 million per quarter producing an annualized $800,000 in savings.

In addition, we have trimmed another $700,000 per year costs from our content services business for total annual cost take out of $1.5 million. This combined cost saving initiative has resulted in approximately $100,000 of severance cost in the second quarter and will result in another $200,000 of severance costs in the third quarter.

You will see the benefit of it beginning in Q3.

On docGenix, our solution for document risk management, we are completing our redesign which will enable us to address a wider variety of document types, to provide clients with a much more friendly and intuitive user interface and to process documents using our ultra secure Oracle processing engine that we use for Synodex.

While we are not yet in sales and marketing mode, we had a large European bank requested demo just a few weeks ago. Their preliminary reaction was that our product is unique and things well suited to their needs. We intend to ramp up our docGenix to market out reach this fall.

On the content services side, we reported two last quarter that we have been selected by a large European based information company to provide end-to-end content creation and management services to two of their divisions that we had executed a letter of intent with one of these divisions and that we are in the process of finalizing a letter of intent with the other.

We are pleased to report that in the second quarter we finalized this second letter of intent. Each of these LOIs anticipate signing a series of statements of work which taken together and once signed could potentially yield approximately $10 million of recurring revenue per year once we are fully ramped up in year three of operations.

One of the LOIs provides for us to re-batch certain key staff including select executive managers and subject matter experts and for us to open new European office. The re-batched executive managers will form the nexus of our new management team responsible both for servicing our clients and for driving additional growth.

We have identified certain growth opportunities in Europe which our new managers will be responsible to pursue beginning in year two of our operations. In our content services segment we are also pursuing several interesting opportunities of significant potential value.

There is not much that I can say about them at this point other than that we are very focused and excited about their potential. In the second half of the year, we will be very focused on successful launch of our new Synodex 3.0 solution and a launch of our docGenix 2.0 solution.

At the same time, we will be working on a successful integration of MediaMiser. Based solely on where we are now, we would be going into 2015 with about $40 million in recurring content services segment projects.

Hopefully, the opportunity to recognize half of the $10 million in recurring revenue from the new European letters of intent based on the current ramp up schedule, a fairly dependable $15 million per year of project work from recurring customers and another $4 million in MediaMiser recurring revenue.

On the Synodex side, while we have about $4 million of contract signed what we get to recognize this revenue will depend entirely on turning factors that we have already discussed and that are driven by the clients.

But, we’ve taken optimistic view of this and added all together, it gives us a level of visibility on approximately $70 million in potential revenue for 2015 on a $53 million recurring revenue base.

Our strategy for the second half of 2014 will be to build on these numbers with the combination of new Synodex 3.0 bookings, new docGenix 2.0 bookings as well as bookings that we hope to resolve from several important new initiatives that we are working on content services.

I will now open line for questions after which I will wrap up with final comments. Operator, we are ready now for the questions. .

Thank you. (Operator Instructions) And we will take our first question from Stan Berenshteyn with Sidoti..

Good morning gentlemen, thank you for taking my call.

I wanted to start by looking at the expenses internationally, can you give us better idea of where headcount is perhaps where it's headed and also whether the wage increase that you saw was just a broad based or was it just specific to particular employees?.

The total headcount that we have is approximately 4,900. There has been no significant increase in terms of the numbers of headcount. Typically in our business we give annual increases in wages for our production and support staff in Asia around the April timeframe.

So this is part of that annual increase that came into effect which effectively ran through the cost of goods level to the extent of about 70% and a small percentage through the SG&A. .

Okay.

And can you give us some idea, there was no mention of docGenix, has there been any developments there, any increase or decrease in revenue stream?.

Yes, I actually did mention docGenix in the remarks and what I have said was that we are continuing to work on the re-launch that were not yet in sales and marketing mode, but that we expect to be in the fall. Perfidiously though we did have a meeting with a very large highly regarded European bank who we showed the solution to.

And it was very well received by them. They told us what we had there was unique and very much aligned to what they were looking for. So, we’ve got follow-up meetings arranged there. But very, very good feedback that we were welcomed to receive..

Okay.

I believe O'Neil mentioned the capital expenditure is expected to be between $0.5 million and $800,000 is there a particular ramp-up involved with establishing operations in Europe and will that come back down or is this more of a steady state that we are looking at for couple of years?.

The CapEx that I shared with you is going to be pretty much steady state. The CapEx that we are anticipating to do in Europe is going to be pretty minimum. Most of the CapEx that we are talking about in terms of expected expenditure at least for the next two to three quarters will be in our delivery centers in Asia. .

Okay.

How many people work at MediaMiser, is everybody coming on board or is there some kind of restructure that’s going to happen?.

It's 50 people and our emphasis is going to be on growth and taking advantage of the fact that we have a global footprint, MediaMiser will look into what can be leveraged for in terms of go to market and also in terms of accelerating some of the product development work. .

Okay. Last question.

The synergies that you are expecting from this acquisition what's your projection for when you will realize these synergies?.

Right. What we are extremely excited about this acquisition and what makes it so compelling is, clearly we have a great product that solves a very complex problem for businesses and government institutions. We have talked about it which is monitoring in real time vast amounts of public content in traditional and social media.

The focus here is really on growth. So, the synergies that we will look for initially are how to bring about that growth because the business model is extremely powerful in terms of variable marginal contribution of over 60% and most of that will kind of flow down to the bottom line. So, once again the synergies are going to be more on driving growth.

.

Okay. Just one more question.

What's the size of the sales force at MediaMiser?.

They have a sales force of 5 people plus the executive team spends a great amount of time on sales and marketing as well..

Okay. Thank you very much..

And our next question comes from Vincent Colicchio with Noble Financial..

Yes.

Jack I apologize if I missed this, but have you spoke with your existing clients about MediaMiser yet, if so what was the feedback?.

No, we have not yet, Vincent but we do intent to and we are planning on making some special offers to be able to be helpful to some of those existing clients. .

Are there any legal issues with what MediaMiser does, is that weekly product overtime on that thing?.

From a legal perspective is that what you said?.

Yes, in terms of what the information they collect, yes..

Not that I am aware of. .

And how did you tie in the senior management? Do you have not completed agreements?.

Hi, Vince.

Like Jack talked about in his prepared remarks, the transaction is all about working together -- non-compete but more importantly the team is going to be working with us in terms of growing the business and there are financial incentives attached to that in terms of attractive or not compensation based on certain revenue multipliers linked to a minimum performance of achieving $6 million of revenues.

So, any revenues in access of that has got a revenue multiplier..

To O'Neil’s point when you look how we stretch the transaction that was very little money that came out of the business most of the upfront was applied to balance sheet clean up and such so we have got what I perceive is a very hungry innovative step ready to take it up to the next level and to his working and going to be working real hard to that year three pad opportunity..

And O'Neil, what was IADS revenue in the quarter and what was e-book revenue in the quarter?.

IADS was $200,000 and e-book was 14%. .

14 what did you say 14%? Okay. I will go back in the queue, thanks guys..

Thanks Vince..

Your next question comes from Brad Hathaway with Far View Capital Management..

Hi guys how are you doing?.

Good morning Brad. .

Morning. So just a big picture question on MediaMiser, I understand why it's interesting Innodata’s perspective, I guess that I am curious about is you have a company that's been relatively independent for several years based on what I read online.

So I am curious as to why did MediaMiser wanted to join Innodata? What does Innodata provide them that they couldn't have done on their own or couldn’t have done with someone else?.

Of course it would be better to have MediaMiser here to answer that question, but I will tell you what they have told me because I had asked the same question. What they told me was that they looked at the kinds of things that we were able to do with our resource space.

Things that we were doing for customers who had some of the same needs that they had and they came to recognize that to get the company to the next level, they needed access to the global reach and the kinds of global resources that we have got. So, I think that's what propelled them in our direction.

They are looking at the capabilities not to play in a much bigger sand box than many more toys and they – the cost space that enables them to put more into sales and marketing and things like that. So that's what they told me. .

Do you mind elaborating little more on what some of these specific kind of abilities you have that were so attractive to them?.

Sure. I think the influence to categories one relates to production. In our content services segment, we do a lot of the things that MediaMiser does in Ottawa and there is not opportunity to leverage that as we grow.

The second thing is we have got staff who has expertise in many of the technologies that they have built a staff to have expertise in and there is an ability there to share resources as well.

So I think it's those types of capabilities that will then enable them to invest in a much more determined way in sales and marketing and product innovation which they know they acquire good ideas for. .

This is O'Neil. In addition to that I think they are very excited to be able to leverage the offshore capability for lead generation and increasing the distribution because the relevance of the product is not just merely in the market share in the U.S.

and Canada but there is a relevance of these services both in other parts of the world including Asia and Europe. So, to be able to leverage our global footprint was they found it attractive..

That makes sense. Let me guess based on the articles you read online, they clearly seem to be pretty loved by specially their Canadian customers I haven’t seen much of the U.S. customers but I would assume it's similar but doesn’t seem to have much overseas presence to that that they can leverage off of your expertise.

I guess one final question on the background of this transaction, did you approach to them, where they put up per say where there other bidders I mean how did that kind of come about?.

Brad, essentially where they were in terms of the what we were looking for is the way to reach some kind of strategic relationship with the company that will help them to grow and they were running a process and we have been keeping our eyes and ears opened for good acquisition that fit in well with our strategy so part of the process we came across this opportunity and this was one of the five deals out of the 100 deals that we had looked at that appeal to us and the reason why we were able to reach and achieve a successful outcome here is just a culture of faith that we saw between the management team and the Innodata team..

Okay and just to be clear were there other kind of bidders and kind of in the final round with you or?.

There were, yes. There were other bidders but I think fortunately here the decision making was in the hands of the management team as compared to some private equity or some of the people deciding on behalf of the management team. The main reason why we were able to achieve a successful outcome. .

And I think again from what I understand we were somewhat unique in that we were not consolidator, we weren’t looking to roll them up and send management packing instead we were looking to refortify management with the capabilities they need to grow and there as I said before they are hungry for that and I think they saw in partnering with us the opportunity to accomplish what they were looking to accomplish over the next three years..

Okay. Great. Thanks..

Thank you..

And moving on we will hear from Timothy Clarkson with Van Clemens..

Hey guys good acquisition. Good to see some growth.

I see on your projections for the next quarter you are projecting I guess growth of, if you take kind of the mid range about $1.5 million of growth for next quarter is that about right?.

That's right..

Okay.

Of that $1.5 million would half of that be coming from the acquisition then?.

That is right..

Okay and then where are the other half be coming from in just – would be coming from the new enterprise stuff or from the content services?.

It's a combination of content services and some anticipated volumes that we expect in IADS..

Okay.

Now when Jack was talking about kind of the big picture, he is talking about did you guys visualize that at least getting up to maybe $70 million run rate for next year and building on that is that kind of the deal here is that hopefully you can be looking at another quarter of growth from here and be on that pace minimally with opportunities to grow?.

Yes I think we are in the point where we want to make this throughout everything that we saying is how focused we are on growing the predictable and recurring component of our business, and the work that the deals would be close in Europe which how we value $10 million regarding work per year.

MediaMiser, Synodex, docGenix, all of that effort is geared to that. In terms of looking at it 2015, we try to provide little bit of snap shot of kind of what we have a level of visibility for and within that where there is a little bit of uncertainty.

And then to paint a picture what we are going to be looking hard to achieve in later part of this year, in essence we are looking to put wins on top of that so that we can increase the number at the same time make sure that that number everything that is component of that is solidified. .

Okay. You mentioned kind of did you have couple of big opportunities that haven’t been signed yet but could be a significant.

Are any of those in the e-book area?.

There are some big opportunities in the e-book area. We are seeing some interesting activities internationally that we are tracking. And we are going to be aggressive about trying to roll those in..

Okay.

Is this just my own special interest, is there any moment yet to take eBooks just from simple conversion where you have got the same material and it's online to where you actually have enhanced eBook where it's really a more meaningful experience in just reading a paper book?.

Yes there is and we are certainly involved in that. Within those efforts several of which have been very prominent there is a lot of fits and starts so there are lot of people who are looking to tie really the piece of innovation in that area.

And I guess that’s my way of saying from a technology and a capabilities perspective we are intending to stay current with those things, but we are not going to take a too long of bet on that most of the work we are getting in the big work that we are tracking is still in more traditional types of books..

Right, right. I am guessing that to be in the textbook area you probably see the initial more sophisticated work being done..

Yes certainly there is a lot of innovation that's taking place there and there is some innovation that started there that's gone more broad to other types of books as well where there is a benefit to interactivity. And again, we are playing on those things but we are going to be careful about extending ourselves too far.

A lot of work remains to be done working with our key customers who have international expansion plans for example..

Okay. Great. Thanks. I am done..

Thanks Tim..

(Operator Instructions) And we will take our next question from Jay Harris with Axiom Capital..

Good morning Jack..

Morning Jay. .

MediaMiser, I am thinking from the comments you have made that the company was not profitable in its last fiscal year and the operating cost pretty much offset or more than the gross profits?.

There was small loss actually if you look on a quarterly basis they did achieve profitability in the last quarter Jay..

Okay. So the operating expenses were very close to the gross profits, 60% to 65% gross margin.

What additional expenses will this business incur or will Innodata incur in pursuing MediaMiser’s goals over the next year?.

I am going to let O'Neil answer that but I will just start by saying we are going to be very judicious in terms of that. We are going to look for opportunities to self funds some of those efforts and there is some planning that needs to take place before we can give you a firm answer on that. .

What do you mean by self fund?.

We are going to be looking for areas where we can help them with some of that growth for example we have got often times ideal capacity and ideal capabilities that can be –.

Well I wasn’t – when I was asking the question about incremental cost, I wasn’t – I was ignoring accounting niceties that if you are spending $100,000 on their behalf it goes on their books.

On a consolidated basis, I am wondering whether there will be incremental expenses?.

Jay, I think the best way to probably understand the business is and I take a moment to explain business model. So essentially, the way they provide services to their clients and their multiyear agreements which are essentially in the form of subscription fees.

The way the business model is configured and the service model is structured is to produce about 60% gross margins and in arriving at the 60% gross margins, the variable contribution at the gross margin level is approximately about 70%. At the Asian level there is a very high amount of operating leverage.

They spend roughly about 15% in terms of variable selling cost in the first year, but that kind of drop significantly down for the sales persons in the second year. So, the business really enjoys a very high operating leverage.

Now what does this mean? If you really look at the business because its subscription based revenues, you can measure this business in terms of the life time value of the customer franchise.

So, as the number of customer increase, you can take a certain multiplier of that revenues based on the life time value of the customers and arrive at the evaluation and the margins that come from them are pretty high. So, the two things will happen.

A, in a very static situation, $1 million of incremental revenues would produce somewhere between 55% to 60% contribution to the bottom line but there will also be investments made to chase accelerated growth.

And that investment should be considered in the context of the life time value of the customer that I talked about so long as they are spending within 30% to 40% this is what most companies spend in terms of subscription business likewise customers it produces, it will end up producing compelling value for our shareholders. .

When you say expenditures you are talking about operating expenses. That's a question.

Are you talking about operating expenses or you are talking about capital expenses?.

Mostly operating expenses the way the business currently is at the existing capacity..

So should I think in terms of for every million dollar of incremental revenues a $150,000 increase in operating expenses?.

And there would be expense, operating expenses yes, and in the cost of goods level take 60% contribution and then from there you take operating expenses of 15%..

Well, at the gross margin level, let's say the gross margin is 60% if an incremental million dollars from what you said I would assume or conclude that 15% of the cost of goods sold doesn’t change or on that million dollars and 30% doesn’t change and 70% gross so the operating – so it sounds to me I am asking you to correct this, that the gross margin in the business will rise as the revenue in the business rises?.

That is the correct assumption to make, as the business scales it will produce higher and higher operating margins..

No I said gross margins..

Yes it will but there would be – don't take that in terms of beyond 70% to 75% and that scale is important because at different levels of scale will see different benefits, but the gross margins would be in the range of between 60% to 70%..

Alright.

Now Jack said, I conclude from what Jack was saying that you have underutilized manpower and facilities and so some of the incremental operating expenses will be provided by using -- for MediaMiser will be provided by using underutilized people time in your organization?.

Right. These are still early days I think Jay, what we are – we’ll be working together with the MediaMiser team to come out with the strategy and will share it with the investors over the next couple of quarters and here it is why this makes it extremely exciting and why they are so enthusiastic about it. There are several things.

One is the marketplace itself for this is growing. So there is this whole issue of how do we leverage our offshore capability to generate more leads, how do we improve our distribution. The second issue is how can we leverage Innodata’s capabilities to go our existing customer base and offer them what MediaMiser does.

The second thing is MediaMiser has also got a roadmap in terms of evolving the product itself. Jack talked about the use cases increasing and it's fascinating to see how the use cases of creating value from public content is evolving.

So how can we leverage the core technology that MediaMiser has built and the product that can be – has been built to get into more use cases. So, all these we need to spend time on and say what are we going to prioritize on because the business model has been configured to produce a certain compelling returns.

So, the advantage that MediaMiser gets from this relationship is leveraging all that we have from an offshore perspective and then saying this is what we will go after and focus on to accelerate growth..

It sounds like a very intriguing acquisition and I guess initially I look at it from the point of view that you have opened up a new avenue of growth for Innodata paralleling what you are doing in Synodex and docGenix etcetera rather than fully integrated acquisition, it looks to me like it's a separate entity that will add a lot of growth to your business over the next few years?.

Yes, we are extremely excited and I think there is another thing that we feel very good about. The great team that we get. Jack talked about it in his prepared remark.

Brett, Chris, Martin, and David, they complement each other, they proved that they can work together and they created obviously successful start up and they configured a great business model.

And then Jack and I we talked to couple of customers, we were fascinated to see how a customer which is one of the greatest known logos in corporate America selected them as a customer – as a vendor to an inbound, that was an inbound leap for MediaMiser.

And they used MediaMiser to track the risk in the supply chain in terms of distress signals in real time from what people are talking about their suppliers because the information that they get from DNB reports and other places is laid in terms of the sensitivity of to make faster decisions.

So, these are the different use cases that are revolving in terms of how to create value from public content and I think it offers a great opportunity for Innodata to grow as well because essentially what we do for our existing publishers and information providers is re-purpose content and then give it back to them to sell it to their customers.

But this increase are gained because now we are taking public content MediaMiser has already established relationship – almost 200,000 sources of public content and now we are re-purposing that for businesses directly and selling it to businesses directly..

Well thank you guys, turning the ship around very nicely and positioning it at for very good growth over the next five years. Thank you..

Thanks Jay. We are very excited. Thanks for your support..

And our next question comes from James Tang with Luzich Partners..

Just the quick question on RGA.

Does any growth in content services coming from that customer and has co-marketing initiative made any progress?.

Hi James, this is Jack. The RGA relationship that we – that they’ve talked about, we talked about is actually on the idea side and the content services side..

Okay.

And the core marketing initiative?.

Yes, I know we are – we have embarked upon it and it's going well..

Okay..

And our next question comes from Charlie Pine with Van Clemens & Company..

Hi, good morning I just have a couple of brief questions.

Regarding the Synodex pipeline, where sort of things stand at the current time would you characterize the prospect pipeline presently being either equal to, greater than, or less than the prior quarter?.

Hi Charlie. I guess the way I would characterize it in terms of value is greater than the prior quarter. A lot of what we are doing as we continue to build up that pipeline is we are bringing in people to have conversations with us about what they need in our next release.

So and that's an important shift that we have been managing over the last several months.

So rather than being promotive and sales in order to make sales we have kind of shifted our strategies to make sales through listening real hard to what they need and making sure that our product is not just in the vicinity of what they need but is dead on bulls eye in terms of what the requirement is and we are finding that conversation is working very well and it's having the intended effect of increasing the numbers of people that are interested in working with us..

16 companies that were shown the mockups, were all of these companies 90 days ago in the pool of sort of live prospects that you felt that time that you had a fairly high comfort level or has that number contracted or expanded?.

No the numbers expanded.

We talked about how we attended the recent large conference a good handful of new relationships came out of that conference for example and we have – I believe that we have got meetings either planned with all of them we already had meetings with I think two or three of that handful and again we are bringing them into the vortex of helping us to find exactly what work flow needs to be..

Right and in general once you release and have a 3.0 out for general availability, these 16 or so companies that have looked at the mockups and appeared to be fairly possible prospects when do you think, what sort of timing you feel where you would be on a timing curve as far as how long would it take to get either yes or no out of these people?.

I think we are going to be in much better position to answer that question coming September after we have it on our hands and we are ready to do business with them and bring them into work flow 3. It’s a bit difficult to say now because to a large extend the timing is in – has shifted to being in our court.

So I think right now we are very head down getting it into their hands once we do that then we are going to shift into a mode of selling and forecasting closes hopefully..

And I would also, can you just quickly review again you kind of throughout a list of number on sort of a rough forecast for 2015, what was that breakdown again?.

Sure I think I don't want to categorize it as a forecast really it's more to convey to investors strategically how we are thinking about the business and what we are looking to accomplish. So, the rough numbers were that we have got $14 million or so in recurring content services segment projects.

Then we are looking at the possibility of being able to recognize this revenue maybe about half of the $10 million and new bookings from the European initiatives so we call that five or so beyond that we tend to have a reliable $15 million of project work that comes from recurring customers so day in day out work doesn’t include the big black swan kind of initiatives they come in every now and then.

Beyond that we have got $4 million of Synodex recurring revenue that we have contracted for, but as we help people understand there are third-party consents and other approvals that are not in our control that will influence when we are recognizing that as revenue. But again, optimistically speaking we are putting that into the soup as well.

And then we have got the $4 million in MediaMiser recurring revenue. So that’s kind of the way we are looking at the businesses as we plan now and in the second half of the year what we are looking to do is get Synodex 3 done. We are looking to do re-launch to docGenix.

We have got a handful actually things that are very interesting going on in content services and we are going to be working hard at all of those things in order to further build the booking space to enable us to go into 2015 from a position of strength and to then continue to build on the years as well. .

And finally on MediaMiser you talked about you threw out some pretty big numbers as far as what broadly could be considered the spend and back in 2013 that was in the space.

I guess, I am more interested in knowing specifically where you see a year out or where the MediaMiser teams sees the year out, what truly is a targeted addressable market as far as what they could achieve or what is out there as far as the targeted addressable market in annual revenues for this service right now?.

Sure and I think what we will be doing over the next several conversation is increasingly giving you better visibility into that. Right now we are day one into the business.

There is a bunch of planning that – we’re sharing that with you and it's our thought that we will be able to be a whole lot more transparent and have a whole lot visibility into a business like that then we do in our traditional business lines that are more project based. So I think it will be good conversation. .

Okay but you have that information now, what in other words what your – you are telling me you do have that information. .

Well I am not sure I understand. I think my understanding of your question was that you are looking forward to understanding what our growth plans are going to be on an annual basis for next year and the years after in the MediaMiser business or you are asking more about addressable market kind of –.

No, that's more about what the specifics sort of addressable market is for MediaMiser the specific MediaMiser service and product offering and what that market would be over say the next 12 months what sort of target is this company shooting at?.

Yes again, I am going to give you more information in terms of what we are shooting at in next call we have got together and after that in terms of market intelligence again I can be happy to forward you some of the information that I shared and we can break that down further.

In other words we can go into the total spend and break it out in terms of media analytic content management media, monitoring media monitoring and engagement social traditional, press release distribution all of those play into that market and we would be happy to point you to some sources and send you some information about those sub segments..

Well I guess I would be happy to have a little more specificity instead of just hearing that back in 2013 $2.2 billion or $2.5 billion was spent on sort of collections of morphs related services of this nature and I would like a little more specificity?.

Yes I hear we will be happy to share some third-party stuff with you and look forward to being more specific about our plans as we move forward..

Thank you..

And moving on, we will hear from (inaudible)..

Hi Jack and O'Neil, Raj how are you doing? You commented, I just have three or four short questions. You commented on the June 3rd annual meeting that you saw a pick up in the second quarter business.

How do you feel about that and what do you see now?.

Yes, we definitely are as I said there are – there is handful of very interesting and several very large opportunities that we are working on. I am not in a position to go into detail on those right now. That would be way premature, but there are some very interesting earrings in the fire. .

Okay and the large German customer as I understand it, I think I figured it out to be about 15% of your business now, but as I understand this Innodata is going to take over their operations in Germany and digital publishing and this doesn’t include eBooks or does it?.

I think that there is some activity within that in eBooks so they are producing content that is delivered across multiple platforms and eBooks is a component of that. We don't categorize it as an eBook opportunity though. eBook opportunity tend to be one time conversions in our business.

This is taking over ongoing operations for a large company and creating efficiencies for them and operations and flexibility and is delivering a whole lot of value..

So you are talking about overtime maybe three, four years, this is going to be somewhere around $50 million in business?.

Yes, we are measuring it on an annualized basis in what we have visibility on right now is ramping up to an annualized $10 million per year. We are talking about five year contracts, but we are going to be ramping into that $10 million over the course of the next five years we would expect that business would continue.

We are doing a good job and all things are like that. So I think life time value of what we have put in places is very, very significant. .

And you talked about German bank looking at docGenix, you are still working with the big New York bank?.

We are still working with the big New York bank and the new bank that came to us actually is not – I didn’t say it was German bank but European bank. .

Okay and last question could you give us a little more color on the foreign language content progress Indian, Chinese, Portuguese all kinds of other languages for content?.

Yes, we made a lot of progress on some new bookings this quarter in Russian language content, and French language content interestingly. And we continue to expand capabilities in some of the other languages like Chinese as well. .

Has this an opportunity as big as the English language?.

Well, we would be speculating right now I think the important thing is that we put those capabilities in place. We have got several clients who are very interested in Chinese language not just in terms of eBooks but in terms of wider spectrum of information products. .

And when do you see Innodata becoming profitable?.

It's we are not giving guidance on that per say we have given one quarter out guidance and right now what we are trying to do is the real transparent about the efforts that we have got in place for achieving a sustainable growth on recurring revenue, and obviously would operating leverage in our business not to mention minimize the business, we feel very good that there will be a very direct non-linear relationship between the growth that we can achieve to these efforts and our profitability.

.

Sounds like a good plan Jack..

Well thank you. Appreciate your time..

And we will take a follow-up question from Stan Berenshteyn with Sidoti..

Thank you. Just a quick follow up on the acquisition.

The terms of acquisition included $4.6 million in earn outs can you provide us with some color on what the actual growth milestones need to take place in order for these payments to go through?.

Hi, the terms of the deal which Jack talked about very briefly are there is an upfront payment of approximately something in the order of $5.7 million, which consists of $4.2 million in an upfront payment and a deferred payment of $1.5 million.

the deferred payment is payable in two installments one in 2015, July, 2015 and one in July 2016 and then there is an earn out which is in April and May 2017 timeframe based on the revenue growth that will be achieved for the fiscal year ended March 2017.

And there are minimum thresholds in that of achieving a minimum revenues of $6 million certainly big deal targets assuming that minimum numbers are achieved they get a revenue multiplier of 0.75 of the revenues in excess of the $6 million subject to cap of $5 million Canadian and the numbers that I am all giving you is in Canadian dollars. .

Okay. Thank you..

That concludes today's Q&A session. I will turn the call over to Jack Abuhoff for any additional or closing remarks..

Thanks operator. So I guess just to recap a bit, our MediaMiser, we are excited about the MediaMiser acquisition that we spoke about today and announced yesterday. It brings strong subscription based recurring revenue, high margin, high retention rate, business into the portfolio in sector that we expect to be expanding.

On the Synodex side, we are also very optimistic. We are hard at work on our Synodex 3.0 release which we believe is very responsive to the market's requirements. I am optimistic that its significant strengths and market alignment will enable us accelerate bookings. We are also working on docGenix re-launch.

We had some recent unsolicited interest that seems to validate the approach that we are taking and we have also got some very interesting thing cooking in the content services segment which I look forward to be able to talk about more in future calls. So for today thank you everybody for joining us and for your continuing support and interest..

Ladies and gentlemen, today's conference is available for replay by dialing (888) 203-1112 or (719) 457-0820 pass code 1679291. That does conclude today's conference. You may now disconnect..