8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):

May 12, 2022

INNODATA

INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35774	13-3475943
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)
55 Challenger Road	07660
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Ridgefield Park, NJ	(Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code (201) 371-8000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02	Results of Operations and Financial Condition.

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On May 12, 2022, Innodata Inc. issued a press release announcing its first quarter 2022 financial results. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated May 12, 2022.
104	Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INNODATA INC.
Date:  May 12, 2022	By:	/s/ Marissa<br> B. Espineli
		Marissa B. Espineli
		Interim Chief Financial Officer

Exhibit99.1

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InnodataReports First Quarter 2022 Results

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First Quarter Revenue Up by 33% Year-Over-Year

AI-Based Solutions and Industry Platforms Driving Growth

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NEWYORK – May 12, 2022 – INNODATA INC. (NASDAQ: INOD) today reported results for the first quarter ended March 31, 2022.

·	Revenue<br> for the quarter ended March 31, 2022 was $21.2 million, up 33% year-over-year.
·	Net<br> loss for the quarter ended March 31, 2022 was $2.8 million, or $0.10 per basic and diluted<br> share, compared to a net income of $0.4 million, or $0.02 per basic share and $0.01 per diluted<br> share, in the same period last year.
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·	Adjusted<br> EBITDA loss was $1.0 million in the first quarter of 2022, compared to Adjusted EBITDA of<br> $1.3 million in the same period last year.**
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·	Cash<br> and cash equivalents were $15.4 million at March 31, 2022 and $18.9 million at December 31,<br> 2021.
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** Adjusted EBITDA, defined below.

Amounts in this press release have been rounded. All percentages have been calculated using unrounded amounts.

Jack Abuhoff, CEO, said, “We are pleased to announce today a strong first quarter, with revenue up 33% year-over-year, exhibiting an acceleration in revenue growth over the 20% we experienced in fiscal 2021. In the current quarter, Q2, one of our largest customers is reallocating data annotation supporting two of its more mature models to less mature AI models that it wants to ramp up. The impact of this transition is that a portion of revenues from this program shifted into the first quarter in anticipation of this transition, and we expect a portion of revenues from this program to shift to the third and fourth quarters as the reallocations ramp up. Therefore, Q2 may have a lower growth rate, likely in the range of 18% to 24%, but it is not expected to change the revenue expectation from this customer for the year or our overall expectations for 2022 growth. Consequently, we reiterate our 2022 target of 30% year-over-year revenue growth and our long-term 2025 target of approximately $200 million in revenues and approximately 30% Adjusted EBITDA based on the continued momentum we see in our business.

“This momentum in terms of landing new customers and expanding our business with existing customers has been quite exciting.  In the quarter, we added 121 new logos across our segments. This is a 96% increase over the 62 new customers we added on average per quarter in 2020 and 30% increase over the 93 new customers we added on average per quarter in 2021. Particularly exciting is the launch of the initial version of our new banking industry solution on March 31, on time and on budget. Our charter customer, one of the world’s largest banks that has committed to a $11M spend with us over five years already has 65 people using the product and giving us valuable feedback. We hired a new product manager with extensive experience in financial services to lead the charge on bringing this product to a wider market next year.”

Abuhoff continued, “We had mentioned in our last call that we had established relationships across a number of Silicon Valley big tech companies. The pilots for potentially large programs at these companies, that we estimate spend billions of dollars on products and services that we believe we are well positioned to provide, are now underway.

“We also achieved business expansion across dozens of our existing customers that span the spectrum from the fastest growing social media companies to large insurance and financial services companies.

“To capitalize on our large and growing market opportunity, we are aggressively investing in our sales and marketing efforts as well as new product development to accelerate our growth in 2023 and beyond. We believe these are high ROI investments - we target the long-term value of new customers from these investments to be 3x to 5x our customer acquisition costs. In 2022, we anticipate increasing sales and marketing spend by approximately $10.4M, or 75% year-over-year. From a product development perspective, this year we plan to bring six new platforms to the market in 2022 and anticipate increasing product development spend by approximately $7.2M, or 115% year-over-year.

“Because our book of business is cash generative, we anticipate funding these substantial investments from our internal resources. Based upon current assumptions and expectations, we are budgeting to be cash flow positive by the end of 2022, with significant increases in cash flow expected thereafter. With $15 million of cash and no debt, we do not expect to need external financing to execute our plan.

“We also believe that we are well-positioned in the current uncertain economic environment of recession/stagflation fears, labor shortages and capital markets disruptions. We believe that we are well-positioned to withstand these evolving economic challenges for two main reasons: (1) our services lower costs for our customers, which becomes a core focus in tough times; and (2) we make our customers more efficient, enabling them to tackle the labor shortages they are experiencing. The increasing momentum we see in our business is a testament to the growing secular demand for our offerings in these challenging times.”

Abuhoff concluded, “We are quite pleased with our execution, product validation, and the tailwinds from the growth in our markets. We believe more firmly than ever in the blue-sky growth opportunities in front of us and remain laser focused on execution and shareholder value creation.”

Non-GAAP Financial Measures

In addition to the financial information prepared in conformity with U.S. GAAP (“GAAP”), we provide certain non-GAAP financial information. We believe that these non-GAAP financial measures assist investors in making comparisons of period-to-period operating results. In some respects, management believes non-GAAP financial measures are more indicative of our ongoing core operating performance than their GAAP equivalents by making adjustments that management believes are reflective of the ongoing performance of the business.

We believe that the presentation of this non-GAAP financial information provides investors with greater transparency by providing investors a more complete understanding of our financial performance, competitive position, and prospects for the future, particularly by providing the same information that management and our Board of Directors uses to evaluate our performance and manage the business. However, the non-GAAP financial measures presented in this Press release have certain limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. Further, the non-GAAP financial measures that we present may differ from similar non-GAAP financial measures used by other companies.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) attributable to Innodata Inc. and its subsidiaries in accordance with GAAP before interest expense, income taxes, depreciation and amortization of intangible assets (which derives EBITDA), plus additional adjustments for loss on impairment of intangibles assets and goodwill, stock-based compensation, income (loss) attributable to non-controlling interests and other one-time costs. We use Adjusted EBITDA to evaluate core results of operations and trends between fiscal periods and believe that these measures are important components of our internal performance measurement process.

A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure is included in the tables that accompany this release.

Timingof Conference Call with Q&A

Innodata will conduct an earnings conference call, including a question-and-answer period, at 5:00 PM eastern time today. You can participate in this call by dialing the following call-in numbers:

The call-in numbers for the conference call are:

1-844-602-0380	(Domestic)
+1 862-298-0970	(International)
1-877-481-4010	(Domestic<br> Replay)
+1 919-882-2331	(International<br> Replay)

Passcode on both: 45425

It is recommended that participants dial in approximately 10 minutes prior to the start of the call. Investors are also invited to access a live Webcast of the conference call at the Investor Relations section of www.innodata.com. Please note that the Webcast feature will be in listen-only mode.

Call-in or Webcast replay will be available for 30 days following the conference call.

About Innodata

Innodata (NASDAQ:INOD) is a global data engineering company delivering the promise of AI to many of the world's most prestigious companies. We provide AI-enabled software platforms and managed services for AI data annotation, AI digital transformation, and industry-specific business processes. Our low-code Innodata AI technology platform is at the core of our offerings. In every relationship, we honor our 30+ year legacy delivering the highest quality data and outstanding service to our customers. Visit www.innodata.com to learn more.

ForwardLooking Statements

This press release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Words such as “project,” “believe,” “expect,” “can,” “continue,” “could,” “intend,” “may,” “should,” “will,” “anticipate,” “indicate,” “forecast,” “predict,” “likely,” “goals,” “estimate,” “plan,” “potential,” or the negatives thereof and other similar expressions generally identify forward-looking statements, which speak only as of the date hereof.

These forward-looking statements are based on management’s current expectations, assumptions and estimates and are subject to a number of risks and uncertainties, including, without limitation, the expected or potential effects of the novel coronavirus (“COVID-19”) pandemic and the responses of governments, the general global population, our customers, and the Company thereto; impacts resulting from the rapidly evolving conflict between Russia and the Ukraine; that contracts may be terminated by customers; projected or committed volumes of work may not materialize; continuing reliance on project-based work in the Digital Data Solutions (“DDS”) segment and the primarily at-will nature of such contracts and the ability of these customers to reduce, delay or cancel projects; the likelihood of continued development of the markets, particularly new and emerging markets, that our services support; continuing DDS segment revenue concentration in a limited number of customers; potential 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, a continued downturn in or depressed market conditions, whether as a result of the COVID-19 pandemic or otherwise; changes in external market factors; the ability and willingness of our customers and prospective customers to execute business plans that give rise to requirements for our services; changes in our business or growth strategy; the emergence of new, or growth in existing competitors; various other competitive and technological factors; the Company’s use of and reliance on information technology systems, including potential security breaches, cyber-attacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, customer, employee or Company information, or service interruptions; 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 forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, uncertainty around the COVID-19 pandemic and the effects of the global response thereto and the risks discussed in Part I, Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other parts of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 24, 2022, as updated or amended by our other filings that we may make with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements will occur, and you should not place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof.

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, except as may be required by the Federal securities laws.

CompanyContact

Jessie Schnurr

Innodata Inc.

JSchnurr@innodata.com

(201) 371-8024

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INNODATAINC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Inthousands, except per-share amounts)

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	Three<br> Months Ended
	March<br> 31
	2022			2021
Revenues:
Services<br> and Solutions	$	17,580		$	12,782
SaaS<br> Platforms		3,612			3,185
Total		21,192			15,967
Direct<br> operating costs		13,833			10,236
Foreign<br> exchange (gain) loss		(419	)		(140	)
		13,414			10,096
Gross<br> Profit		7,778			5,871
Operating<br> expenses:
Research<br> and development		501			281
Selling<br> and marketing and product development		5,704			2,649
General<br> and administrative		3,985			2,595
Interest<br> expense, net		3			10
		10,193			5,535
Income<br> (loss) before provision for income taxes		(2,415	)		336
Provision<br> for income taxes		475			(73	)
Consolidated<br> net income (loss)		(2,890	)		409
Income<br> (loss) attributable to non-controlling interests		(75	)		11
Net<br> income (loss) attributable to Innodata Inc. and Subsidiaries	$	(2,815	)	$	398
Income<br> (loss) per share attributable to Innodata Inc. and Subsidiaries:
Basic	$	(0.10	)	$	0.02
Diluted	$	(0.10	)	$	0.01
Weighted average<br> shares outstanding:
Basic		27,158			25,873
Diluted		27,158			29,452

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INNODATAINC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED BALANCE SHEETS

(Unaudited)

(Inthousands)

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	March<br> 31, 2022			December<br> 31, 2021
ASSETS
Current<br> assets:
Cash<br> and cash equivalents	$	15,427		$	18,902
Accounts<br> receivable, net		10,904			11,379
Prepaid<br> expenses and other current assets		3,755			3,681
Total<br> current assets		30,086			33,962
Property<br> and equipment, net		2,881			2,947
Right-of-use<br> asset, net		4,623			5,621
Other<br> assets		2,104			2,247
Deferred<br> income taxes, net		1,870			1,950
Intangibles,<br> net		11,228			10,347
Goodwill		2,142			2,143
Total<br> assets	$	54,934		$	59,217
LIABILITIES,<br> NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
Current<br> liabilities:
Accounts<br> payable, accrued expenses and other	$	8,957		$	9,387
Accrued<br> salaries, wages and related benefits		6,041			6,391
Income<br> and other taxes		3,407			3,213
Long-term<br> obligations – current portion		1,229			1,279
Operating<br> lease liability - current portion		812			1,034
Total<br> current liabilities		20,446			21,304
Deferred<br> income taxes		17			15
Long-term<br> obligations, net of current portion		6,134			6,217
Operating<br> lease liability, net of current portion		4,291			5,276
Total liabilities		30,888			32,812
Non-controlling<br> interests		(732	)		(3,522	)
STOCKHOLDERS'<br> EQUITY		24,778			29,927
Total<br> liabilities, non-controlling interests and stockholders’ equity	$	54,934		$	59,217

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INNODATAINC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED CASH FLOW INFORMATION

(Unaudited)

(Inthousands)

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	Three<br> Months Ended March 31,
	2022			2021
Cash<br> flows from (used in) operating activities:
Consolidated<br> Net income (loss)	$	(2,890	)		409
Non-cash<br> expenses:
Depreciation<br> and amortization		873			697
Stock-based<br> compensation		537			278
Deferred<br> income tax		44			(45	)
Pension<br> cost		11			142
Loss<br> on lease termination		125			-
Total		1,590			1,072
Changes<br> in assets and liabilities		(196	)		(724	)
Cash<br> flows from operating activities	$	(1,496	)	$	757
Cash<br> flows from investing activities	$	(1,939	)	$	(503	)
Cash<br> flows from financing activities	$	(12	)	$	(423	)

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INNODATAINC. AND SUBSIDIARIES

RECONCILIATIONOF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(Dollarsin thousands)

	Three Months Ended March 31,
	2022			2021
Consolidated
Net income (loss) attributable to Innodata Inc. and Subsidiaries	$	(2,815	)	$	398
Provision for income taxes		475			(73	)
Interest expense, net		3			10
Depreciation and amortization		873			697
Stock-based compensation		537			278
Non-controlling interests		(75	)		11
Adjusted EBITDA income (loss) - Consolidated	$	(1,002	)	$	1,321
	Three Months Ended March 31,
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	2022		2021
DDS Segment
Net income attributable to DDS Segment	$	564	$	680
Provision for income taxes		533		(95	)
Interest expense, net		3		9
Depreciation and amortization		224		160
Stock-based compensation		371		216
Non-controlling interests		-		(1	)
Adjusted EBITDA - DDS Segment	$	1,695	$	969
	Three<br> Months Ended March 31,
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	2022			2021
Synodex<br> Segment
Net<br> income (loss) attributable to Synodex Segment	$	(785	)	$	140
Depreciation<br> and amortization	$	41		$	-
Stock-based<br> compensation		49			7
Non-controlling<br> interests		(75	)		12
Adjusted<br> EBITDA income (loss) - Synodex Segment	$	(770	)	$	159
	Three<br> Months Ended March 31,
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	2022			2021
Agility<br> Segment
Net<br> loss attributable to Agility Segment	$	(2,594	)	$	(422	)
Provision<br> for income taxes		(58	)		22
Interest<br> expense, net		-			1
Depreciation<br> and amortization		608			537
Stock-based<br> compensation		117			55
Adjusted<br> EBITDA income (loss) - Agility Segment	$	(1,927	)	$	193

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INNODATAINC. AND SUBSIDIARIES

CONSOLIDATEDREVENUE BY SEGMENT

(Unaudited)

(Inthousands)

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	Three Months Ended
	March 31
	2022		2021
DDS	$	15,911	$	11,764
Synodex		1,669		1,018
Agility		3,612		3,185
Total Revenue	$	21,192	$	15,967

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