8-K

INNODATA INC (INOD)

8-K 2025-07-31 For: 2025-07-31
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):

July 31, 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 July 31, 2025, Innodata Inc. issued a press release announcing its second 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<br> July 31, 2025.
104 Cover Page Interactive<br> 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: July 31, 2025 By: /s/ Marissa<br> B. Espineli
Marissa B. Espineli
Interim Chief Financial Officer

Exhibit 99.1


****


Innodata Reports Second Quarter 2025 Results with Revenue up 79%Year-Over-Year and Raises Full Year Guidance


NEW YORK – July 31, 2025 – INNODATAINC. (Nasdaq: INOD) today reported results for the second quarter ended June 30, 2025.

· Revenue of $58.4 million,<br>representing 79% year-over-year organic revenue growth.
· Adjusted EBITDA of $13.2<br>million, an increase of $10.4 million from $2.8 million in the same period last year.*
--- ---
· Net income of $7.2 million,<br>or $0.23 per basic share and $0.20 per diluted share, compared to a de minimis net loss, or $0.00 per basic and diluted share,<br>in the same period last year.
--- ---
· Cash, cash equivalents<br>and short-term investments were $59.8 million as of June 30, 2025 and $46.9 million as of December 31, 2024.
--- ---

* Adjusted EBITDA is defined below.

Jack Abuhoff, CEO, said, “Q2 was another outstanding quarter. We beat analysts’ expectations across the board on key metrics – revenue, Adjusted EBITDA, net income, and fully-diluted EPS. As a result of strong demand and momentum, which includes significant new deal wins across a diversity of new and existing customers, we are increasing our revenue guidance to 45% or more organic revenue growth in 2025, up from 40%. We have a robust pipeline that includes significant dollar values positioning us for a strong second half of the year. Many of these deals are not incorporated in our forecast, leaving room for possible further increases.

“Our beat-and-raise quarter underscores the critical role we are playing in the generative AI space. We expect to exceed last year’s Adjusted EBITDA while investing heavily in capabilities we believe will enable us to continue our growth in the years ahead.

“In testament to our market outperformance and positioning, we earned a spot on Wedbush’s industry note “The AI Revolution Theme; 30 Names to Play in the 4^th^ Industrial Revolution” alongside 30 public AI companies that includes several of our megacap customers. In the quarter, we, through our operating subsidiaries, won prestigious awards including the Asia Best Employer Brand Award for the second consecutive year by the World HRD Congress, Golden Globe Tigers Awards for both AI Transformation Leadership and Innovation Excellence, and the Most Preferred Workplace Award by Team Marksmen.”

Amounts in this press release have beenrounded. All percentages have 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 18067#

Replay dial-In

(+1) 888 660 6264 North America
(+1) 289 819 1325 International:
Replay Passcode 18067 #

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 unpredictable 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 (“SEC”).

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 SEC on February 24, 2025, and in our other filings that we may make with the SEC. In light of these risks and uncertainties, there can be no assurance that the results referred to in any 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

Aneesh Pendharkar

investor@innodata.com

(201) 371-8000


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 Six Months Ended
June 30, June 30,
2025 2024 2025 2024
Revenues $ 58,393 $ 32,553 $ 116,737 $ 59,057
Operating costs and expenses:
Direct operating costs 35,370 23,202 70,462 40,071
Selling and administrative expenses 14,112 9,020 29,092 17,325
Interest (income) expense, net (577 ) 55 (704 ) (29 )
48,905 32,277 98,850 57,367
Income before provision for income taxes 9,488 276 17,887 1,690
Provision for income taxes 2,269 285 2,881 709
Consolidated net income (loss) 7,219 (9 ) 15,006 981
Income attributable to non-controlling interests - 5 6
Net income (loss) attributable to Innodata Inc. and Subsidiaries $ 7,219 $ (14 ) $ 15,006 $ 975
Income (loss) per share attributable to Innodata Inc. and Subsidiaries:
Basic $ 0.23 $ (0.00 ) $ 0.47 $ 0.03
Diluted $ 0.20 $ (0.00 ) $ 0.43 $ 0.03
Weighted average shares outstanding:
Basic 31,785 28,878 31,609 28,819
Diluted 35,301 28,878 35,120 32,691

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

June 30, <br><br>2025 December 31,<br><br> 2024
ASSETS
Current assets:
Cash and cash equivalents $ 59,792 $ 46,897
Accounts receivable, net 34,124 28,013
Prepaid expenses and other current assets 6,773 6,090
Total current assets 100,689 81,000
Property and equipment, net 4,710 4,101
Right-of-use asset, net 3,830 4,238
Other assets 1,342 1,267
Deferred income taxes, net 6,036 7,492
Intangibles, net 13,930 13,353
Goodwill 2,086 1,998
Total assets $ 132,623 $ 113,449
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, accrued expenses and other $ 16,120 $ 17,455
Accrued salaries, wages and related benefits 12,377 13,836
Income and other taxes 4,220 5,695
Long-term obligations - current portion 1,477 1,643
Operating lease liability - current portion 928 877
Total current liabilities 35,122 39,506
Deferred income taxes, net 71 32
Long-term obligations, net of current portion 7,493 6,744
Operating lease liability, net of current portion 3,295 3,778
Total liabilities 45,981 50,060
STOCKHOLDERS' EQUITY 86,642 63,389
Total liabilities and stockholders’ equity $ 132,623 $ 113,449

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Six Months Ended
June 30,
2025 2024
Cash flows from operating activities:
Consolidated net income $ 15,006 $ 981
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Stock-based compensation 5,602 2,026
Depreciation and amortization 3,164 2,684
Deferred income taxes 1,355 41
Pension cost 672 395
Changes in operating assets and liabilities:
Accounts receivable (5,716 ) (3,976 )
Prepaid expenses and other current assets (387 ) 246
Other assets (76 ) 396
Accounts payable, accrued expenses and other (1,499 ) 4,595
Accrued salaries, wages and related benefits (1,490 ) (1,149 )
Income and other taxes (1,529 ) 74
Net cash provided by operating activities 15,102 6,313
Cash flows from investing activities:
Capital expenditures (4,058 ) (4,067 )
Net cash used in investing activities (4,058 ) (4,067 )
Cash flows from financing activities:
Proceeds from exercise of stock options 1,468 783
Withholding taxes on net settlement of restricted stock units - (97 )
Payment of long-term obligations (229 ) (294 )
Net cash provided by financing activities 1,239 392
Effect of exchange rate changes on cash and cash equivalents 612 65
Net increase in cash and cash equivalents 12,895 2,703
Cash and cash equivalents, beginning of period 46,897 13,806
Cash and cash equivalents, end of period $ 59,792 $ 16,509

INNODATA INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIALMEASURES

(Unaudited)

(In thousands)

Adjusted Gross Profit and Adjusted Gross Margin

Three<br> Months Ended June 30, Six<br> Months Ended June 30,
Consolidated 2025 2024 2025 2024
Gross Profit attributable<br> to Innodata Inc. and Subsidiaries $ 23,023 $ 9,351 $ 46,275 $ 18,986
Depreciation and<br> amortization 1,583 1,394 3,127 2,634
Stock-based<br> compensation 441 73 868 157
Adjusted Gross<br> Profit $ 25,047 $ 10,818 $ 50,270 $ 21,777
Gross Margin 39 % 29 % 40 % 32 %
Adjusted Gross Margin 43 % 33 % 43 % 37 %
Three<br> Months Ended June 30, Six<br> Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
DDS Segment 2025 2024 2025 2024
Gross Profit attributable<br> to DDS Segment $ 19,399 $ 6,079 $ 39,127 $ 12,637
Depreciation and<br> amortization 711 455 1,426 793
Stock-based<br> compensation 430 64 845 138
Adjusted Gross<br> Profit $ 20,540 $ 6,598 $ 41,398 $ 13,568
Gross Margin 38 % 24 % 38 % 28 %
Adjusted Gross Margin 41 % 26 % 41 % 30 %
Three<br> Months Ended June 30, Six<br> Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
Synodex Segment 2025 2024 2025 2024
Gross Profit attributable<br> to Synodex Segment $ 447 $ 456 $ 1,000 $ 855
Depreciation and<br> amortization 89 157 175 294
Stock-based<br> compensation - - 1 -
Adjusted Gross<br> Profit $ 536 $ 613 $ 1,176 $ 1,149
Gross Margin 24 % 23 % 24 % 22 %
Adjusted Gross Margin 26 % 31 % 29 % 30 %
Three<br> Months Ended June 30, Six<br> Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
Agility Segment 2025 2024 2025 2024
Gross Profit attributable<br> to Agility Segment $ 3,177 $ 2,816 $ 6,148 $ 5,494
Depreciation and<br> amortization 783 782 1,526 1,547
Stock-based<br> compensation 11 9 22 19
Adjusted Gross<br> Profit $ 3,971 $ 3,607 $ 7,696 $ 7,060
Gross Margin 55 % 55 % 55 % 54 %
Adjusted Gross Margin 69 % 70 % 68 % 70 %

INNODATA INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIALMEASURES

(Unaudited)

(In thousands)

Adjusted EBITDA

Three<br> Months Ended June 30, Six<br> Months Ended June 30,
Consolidated 2025 2024 2025 2024
Net income (loss) attributable to Innodata<br> Inc. and Subsidiaries $ 7,219 $ (14 ) $ 15,006 $ 975
Provision for income taxes 2,269 285 2,881 709
Interest (income) expense, net (577 ) 101 (704 ) 169
Depreciation and amortization 1,602 1,418 3,164 2,684
Stock-based compensation 2,721 992 5,602 2,026
Non-controlling<br> interests - 5 - 6
Adjusted EBITDA  - Consolidated $ 13,234 $ 2,787 $ 25,949 $ 6,569
Three<br> Months Ended June 30, Six<br> Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
DDS Segment 2025 2024 2025 2024
Net income (loss) attributable to DDS Segment $ 7,333 $ (460 ) $ 15,007 $ (34 )
Provision for income taxes 2,213 283 2,800 704
Interest (income) expense, net (577 ) 100 (705 ) 167
Depreciation and amortization 730 479 1,463 843
Stock-based compensation 2,516 868 5,193 1,763
Non-controlling<br> interests - 5 - 6
Adjusted EBITDA - DDS Segment $ 12,215 $ 1,275 $ 23,758 $ 3,449
Three<br> Months Ended June 30, Six<br> Months Ended June 30,
--- --- --- --- --- --- --- --- ---
Synodex Segment 2025 2024 2025 2024
Net income attributable to Synodex Segment $ 307 $ 316 $ 573 $ 592
Depreciation and amortization 89 157 175 294
Stock-based<br> compensation 65 49 129 98
Adjusted EBITDA  - Synodex<br> Segment $ 461 $ 522 $ 877 $ 984
Three<br> Months Ended June 30, Six<br> Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- ---
Agility Segment 2025 2024 2025 2024
Net income (loss) attributable to Agility<br> Segment $ (421 ) $ 130 $ (574 ) $ 417
Provision for income taxes 56 2 81 5
Interest expense - 1 1 2
Depreciation and amortization 783 782 1,526 1,547
Stock-based<br> compensation 140 75 280 165
Adjusted EBITDA - Agility Segment $ 558 $ 990 $ 1,314 $ 2,136

INNODATA INC. AND SUBSIDIARIES

CONSOLIDATED REVENUE BY SEGMENT

(Unaudited)

(In thousands)

Three<br> Months Ended June 30, For<br> the Six Months Ended June 30,
2025 2024 2025 2024
Revenues:
DDS $ 50,576 $ 25,410 $ 101,406 $ 45,116
Synodex 2,065 1,986 4,079 3,857
Agility 5,752 5,157 11,252 10,084
Total Consolidated $ 58,393 $ 32,553 $ 116,737 $ 59,057