8-K

INNODATA INC (INOD)

8-K 2025-05-08 For: 2025-05-08
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT


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

Date of Report (Date of earliest event reported):

May 8, 2025

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
Ridgefield Park**, NJ** 07660
(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title ofeach class TradingSymbol(s) Nameof each exchange on which registered
Common<br>Stock INOD The Nasdaq<br>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.


On May 8, 2025, Innodata Inc. issued a press release announcing its first quarter 2025 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 8, 2025.
104 Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES


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 8, 2025 By: /s/ Marissa B. Espineli
Marissa B. Espineli
Interim Chief Financial Officer

Exhibit 99.1


Innodata ReportsFirst Quarter 2025 Results with Revenue up 120% Year-Over-Year and Reaffirms Growth Guidance of 40% or more for 2025


NEW YORK – May 8, 2025 – INNODATAINC. (Nasdaq: INOD) today reported results for the first quarter ended March 31, 2025.

· Revenue<br>of $58.3 million, representing 120% revenue growth year-over-year.
· Adjusted<br>EBITDA of $12.7 million, an increase of $8.9 million from $3.8 million in the same period last year.*
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· Net<br>income of $7.8 million, or $0.25 per basic share and $0.22 per diluted share, compared to a net income of $1.0 million, or $0.03 per<br>basic and diluted share, in the same period last year.
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· Cash,<br>cash equivalents and short-term investments were $56.6 million as of March 31, 2025 and $46.9 million as of December 31, 2024.
--- ---

* Adjusted EBITDA is defined below.

Jack Abuhoff, CEO, said, "We had a strong start to the year. We’re being onboarded by potential major new customers, expanding existing relationships, and building a pipeline that’s deeper and more advanced than at any point in our history. We are bringing ideas and innovation to our customers that are being well received. We believe the breadth of activity across our business illustrates strong momentum that positions us for continued strong performance.

Specifically, we draw investors' attention to several important factors that we believe demonstrate the accelerating growth in our business:

· Expanding<br>Relationships with Existing Customers. Today we signed a second master statement of work with our largest customer enabling them to utilize<br>our capabilities in a distinct budget category within their organization – separate from the budget that supports our existing<br>engagements. We believe this new budget is materially larger. In addition, four of our other Big Tech customers have awarded us engagements<br>that we value at approximately $8 million, and we are in discussions with five of our other Big Tech customers that we believe are likely<br>to result in more than $30 million of awards in the near term.
· New<br>Customer Acquisition. We are in the process of being onboarded by a number of potentially significant customers. This includes one of<br>the world’s largest and most respected enterprise technology providers; one of the world’s leading cloud software companies;<br>a technology conglomerate that operates one of the world’s largest digital commerce ecosystems; and a global healthcare technology<br>company.
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· Strategic<br>Alignment. We believe we are aligned strategically to support our customers on their generative AI journeys. We continue to innovate<br>and expand our capabilities around collecting and creating generative AI training data; agentic AI; enterprise AI; and large language<br>model trust & safety.
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· Investment.<br>In 2025, we plan to re-invest a portion of our cash from operations back into the business. We are planning targeted investments in technology<br>to support both current and prospective customers in their AI journeys, as well as increased strategic hiring in sales and solutioning<br>to drive long-term growth. We believe we can make these investments and still guide to growing our Adjusted EBITDA in 2025 over 2024.
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· Strong<br>Balance Sheet. We strengthened our balance sheet, finishing the quarter with $56.6 million in cash, up from with $46.9 million in cash<br>at year end. Our $30 million credit facility remains undrawn.
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· 2025<br>Guidance. We reiterate our guidance of 40% or more revenue growth in 2025.
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· Macro<br>Environment. We do not believe that short term business cycles or trade policies have much of an impact on our business prospects. We<br>believe we are positioned to benefit from strong AI-driven capex spending among the Magnificent Seven companies, for whom AI advancements<br>are considered high priorities.
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Abuhoff concluded, “The momentum in our business has never been stronger.  My executive team and I are enthusiastic about our opportunity to harness the moment to build Innodata into one of the leading AI solutions companies of our era.”

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

Timing of 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) 800 549 8228 North America
(+1) 289 819 1520 International
Participant Access Code 75884
(+1) 888 660 6264 (Domestic replay)
(+1) 289 819 1325 (International replay)
Replay passcode 75884#

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 Innodata’s website at https://investor.innodata.com/events-and-presentations/. Please note that the Webcast feature will be in listen-only mode.

Call-in replay will be available for seven days following the conference call, and Webcast replay will be available for 30 days following the conference call, at the Investor Relations section of Innodata’s website at https://investor.innodata.com/events-and-presentations/.


About Innodata

Innodata (Nasdaq: INOD) is a global data engineering company. We believe that data and Artificial Intelligence (AI) are inextricably linked. That’s why we’re on a mission to help the world’s leading technology companies and enterprises drive Generative AI / AI innovation. We provide a range of transferable solutions, platforms, and services for Generative AI / AI builders and adopters. In every relationship, we honor our 35+ year legacy delivering the highest quality data and outstanding outcomes for our customers.

Visit www.innodata.com to learn more.

Forward-Looking Statements


This press release may contain certain 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. These forward-looking statements include, without limitation, statements concerning our operations, economic performance, financial condition, developmental program expansion and position in the generative AI services market. Words such as “project,” “forecast,” “believe,” “expect,” “can,” “continue,” “could,” “intend,” “may,” “should,” “will,” “anticipate,” “indicate,” “guide,” “predict,” “likely,” “estimate,” “plan,” “potential,” “possible,” “promises,” or the negatives thereof, and other similar expressions generally identify forward-looking statements.

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, impacts resulting from ongoing geopolitical conflicts, including between India and Pakistan, Russia and Ukraine, Hamas’ attack against Israel and the ensuing conflict and increased hostilities between Hezbollah and Israel and Iran and Israel; investments in large language models; that contracts may be terminated by customers; projected or committed volumes of work may not materialize; pipeline opportunities and customer discussions which may not materialize into work or expected volumes of work; the likelihood of continued development of the markets, particularly new and emerging markets, that our services support; the ability and willingness of our customers and prospective customers to execute business plans that give rise to requirements for our services; 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; potential inability to replace projects that are completed, canceled or reduced; our DDS segment’s revenue concentration in a limited number of customers; our dependency on content providers in our Agility segment; our ability to achieve revenue and growth targets; difficulty in integrating and deriving synergies from acquisitions, joint ventures 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; a continued downturn in or depressed market conditions; changes in external market factors; the potential effects of U.S. global trading and monetary policy, including the interest rate policies of the Federal Reserve; changes in our business or growth strategy; the emergence of new, or growth in existing competitors; various other competitive and technological factors; our 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 any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, 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 February 24, 2025, 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 U.S. federal securities laws.

Company Contact

Jelena Sutovic

Innodata Inc.

investor@innodata.com

(201) 371-8024



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 use 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 Gross Profit and Adjusted Gross Margin

We define Adjusted Gross Profit as revenues less direct operating costs attributable to Innodata Inc. and its subsidiaries in accordance with U.S. GAAP, plus depreciation and amortization of intangible assets, stock-based compensation, non-recurring severance and other one-time costs included within direct operating cost.

We define Adjusted Gross Margin by dividing Adjusted Gross Profit over total U.S. GAAP revenues.

We use Adjusted Gross Profit and Adjusted Gross Margin to evaluate 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 Gross Profit and Adjusted Gross Margin to the most directly comparable GAAP measure is included in the tables that accompany this release.


Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) attributable to Innodata Inc. and its subsidiaries in accordance with U.S. GAAP before interest expense, income taxes, depreciation and amortization of intangible assets (which derives EBITDA), plus additional adjustments for loss on impairment of intangible assets and goodwill, stock-based compensation, income (loss) attributable to non-controlling interests, non-recurring severance, 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.

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per-share amounts)


Three Months Ended
March 31
2025 2024
Revenues $ 58,344 $ 26,504
Operating costs and expenses:
Direct operating costs 35,092 16,869
Selling and administrative expenses 14,980 8,305
Interest income, net (127 ) (84 )
49,945 25,090
Income before provision for income taxes 8,399 1,414
Provision for income taxes 612 424
Consolidated net income 7,787 990
Income attributable to non-controlling interests - 1
Net income attributable to Innodata Inc. and Subsidiaries $ 7,787 $ 989
Income per share attributable to Innodata Inc. and Subsidiaries:
Basic $ 0.25 $ 0.03
Diluted $ 0.22 $ 0.03
Weighted average shares outstanding:
Basic 31,434 28,753
Diluted 34,951 32,239

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


March 31, 2025 December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 56,556 $ 46,897
Accounts receivable, net 29,577 28,013
Prepaid expenses and other current assets 6,216 6,090
Total current assets 92,349 81,000
Property and equipment, net 4,679 4,101
Right-of-use asset, net 4,036 4,238
Other assets 1,276 1,267
Deferred income taxes, net 7,282 7,492
Intangibles, net 13,570 13,353
Goodwill 2,018 1,998
Total assets $ 125,210 $ 113,449
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, accrued expenses and other $ 18,257 $ 17,455
Accrued salaries, wages and related benefits 13,608 13,836
Income and other taxes 4,861 5,695
Long-term obligations - current portion 1,505 1,643
Operating lease liability - current portion 904 877
Total current liabilities 39,135 39,506
Deferred income taxes, net 35 32
Long-term obligations, net of current portion 7,096 6,744
Operating lease liability, net of current portion 3,542 3,778
Total liabilities 49,808 50,060
STOCKHOLDERS' EQUITY 75,402 63,389
Total liabilities and stockholders’ equity $ 125,210 $ 113,449


INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


Three Months Ended
March 31,
2025 2024
Cash flows from operating activities:
Consolidated net income $ 7,787 $ 990
Adjustments to reconcile consolidated net income to net cash<br> provided by operating activities:
Depreciation and amortization 1,563 1,266
Stock-based compensation 2,881 1,034
Deferred income taxes 149 (54 )
Pension cost 342 309
Loss on lease termination
Changes in operating assets and liabilities:
Accounts receivable (1,353 ) 137
Prepaid expenses and other current assets (47 ) 86
Other assets (16 ) 426
Accounts payable, accrued expenses and other 679 2,838
Accrued salaries, wages and related benefits (249 ) (490 )
Income and other taxes (869 ) 225
Net cash provided by operating activities 10,867 6,767
Cash flows from investing activities:
Capital expenditures (2,350 ) (1,339 )
Net cash used in investing activities (2,350 ) (1,339 )
Cash flows from financing activities:
Proceeds from exercise of stock options 963 -
Payment of long-term obligations (103 ) (291 )
Net cash provided by (used in) financing activities 860 (291 )
Effect of exchange rate changes on cash and cash equivalents 282 32
Net increase in cash and cash equivalents 9,659 5,169
Cash and cash equivalents, beginning of period 46,897 13,806
Cash and cash equivalents, end of period $ 56,556 $ 18,975

INNODATA INC. AND SUBSIDIARIES

RECONCILIATIONOF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

Adjusted Gross Profit andAdjusted Gross Margin

Three Months Ended March 31,
Consolidated 2025 2024
Gross Profit attributable to Innodata Inc. and Subsidiaries $ 23,252 $ 9,635
Depreciation and amortization 1,544 1,240
Stock-based compensation 427 84
Adjusted Gross Profit $ 25,223 $ 10,959
Gross Margin 40 % 36 %
Adjusted Gross Margin 43 % 41 %
Three Months Ended March 31,
--- --- --- --- --- --- ---
DDS Segment 2025 2024
Gross Profit attributable to DDS Segment $ 19,729 $ 6,558
Depreciation and amortization 714 338
Stock-based compensation 416 74
Adjusted Gross Profit $ 20,859 $ 6,970
Gross Margin 39 % 33 %
Adjusted Gross Margin 41 % 35 %
Three Months Ended March 31,
--- --- --- --- --- --- ---
Synodex Segment 2025 2024
Gross Profit attributable to Synodex Segment $ 552 $ 399
Depreciation and amortization 87 137
Stock-based compensation - -
Adjusted Gross Profit $ 639 $ 536
Gross Margin 27 % 21 %
Adjusted Gross Margin 32 % 29 %
Three Months Ended March 31,
--- --- --- --- --- --- ---
Agility Segment 2025 2024
Gross Profit attributable to Agility Segment $ 2,971 $ 2,678
Depreciation and amortization 743 765
Stock-based compensation 11 10
Adjusted Gross Profit $ 3,725 $ 3,453
Gross Margin 55 % 54 %
Adjusted Gross Margin 68 % 70 %

INNODATA INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIALMEASURES

(Unaudited)

(In thousands)


Adjusted EBITDA

Three Months Ended March 31,
Consolidated 2025 2024
Net income attributable to Innodata Inc. and Subsidiaries $ 7,787 $ 989
Provision for income taxes 612 424
Interest (income) expense, net (127 ) 68
Depreciation and amortization 1,563 1,266
Stock-based compensation 2,881 1,034
Non-controlling interests - 1
Adjusted EBITDA - Consolidated $ 12,716 $ 3,782
Three Months Ended March 31,
--- --- --- --- --- ---
DDS Segment 2025 2024
Net income attributable to DDS Segment $ 7,675 $ 426
Provision for income taxes 587 421
Interest (income) expense, net (127 ) 67
Depreciation and amortization 733 364
Stock-based compensation 2,676 895
Non-controlling interests - 1
Adjusted EBITDA - DDS Segment $ 11,544 $ 2,174
Three Months Ended March 31,
--- --- --- --- ---
Synodex Segment 2025 2024
Net income attributable to Synodex Segment $ 266 $ 276
Depreciation and amortization 87 137
Stock-based compensation 65 49
Adjusted EBITDA - Synodex Segment $ 418 $ 462
Three Months Ended March 31,
--- --- --- --- --- ---
Agility Segment 2025 2024
Net income (loss) attributable to Agility Segment $ (154 ) $ 287
Provision for income taxes 25 3
Interest expense - 1
Depreciation and amortization 743 765
Stock-based compensation 140 90
Adjusted EBITDA - Agility Segment $ 754 $ 1,146

INNODATA INC. AND SUBSIDIARIES

CONSOLIDATED REVENUE BY SEGMENT

(Unaudited)

(In thousands)


Three Months Ended March 31,
2025 2024
Revenues:
DDS $ 50,831 $ 19,705
Synodex 2,013 1,871
Agility 5,500 4,928
Total Consolidated $ 58,344 $ 26,504