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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): November 7, 2024

 

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement 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 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.

 

On November 7, 2024, Innodata Inc. issued a press release announcing its third quarter 2024 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 November 7, 2024.
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:  November 7, 2024 By: /s/ Marissa B. Espineli
    Marissa B. Espineli
    Interim Chief Financial Officer

 

 

 

EX-99.1 2 tm2426973d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Innodata Reports Third Quarter 2024 Results; Record 136% Revenue Growth Year-Over-Year

 

NEW YORK – November 7, 2024 – INNODATA INC. (Nasdaq: INOD) today reported results for the third quarter ended September 30, 2024.

 

· Revenue of $52.2 million, 136% revenue growth year-over-year.

 

· Net income of $17.4 million, or $0.60 per basic share and $0.51 per diluted share, compared to net income of $0.4 million, or $0.01 per basic and diluted share, in the same period last year. Third quarter net income included a $5.6 million benefit as a result of recognizing a deferred tax asset that related to our accumulated net operating losses and other deferred expenses from prior periods.

 

· Adjusted EBITDA of $13.9 million, an increase of 337% from $3.2 million in the same period last year.*

 

· Cash, cash equivalents and short-term investments of $26.4 million at September 30, 2024 and $13.8 million at December 31, 2023.

 

· Guidance raised to between 88% and 92% year-over-year revenue growth for full year 2024.

 

*Adjusted EBITDA is defined below.

 

Jack Abuhoff, CEO, said “Innodata continued to build on its recent progress, leading to record third quarter revenue of $52.2 million, an increase of 136% year-over-year. As a result of strong business momentum, Innodata is raising 2024 full-year revenue guidance to between 88% and 92% year-over-year revenue growth.

 

“We are seeing strong business momentum reflected in revenue growth, margin expansion, broadening customer relationships, and continuing progress on our strategic roadmap. We believe increasing investments by the world’s largest tech companies in generative AI and large language models (LLMs) will continue to be a growth catalyst for Innodata.

 

“The hard work and dedication of our talented team has enabled us to scale and to meet or exceed the expectations of some of the most demanding, fast-moving companies in the world. We believe Innodata is well positioned to capture the generative AI market opportunity and continue to drive value for shareholders.”

 

Big Tech Customer Roster and New Win

 

Beyond the Big Tech customer we ramped up considerably this quarter, we have seven other Big Tech customers that we believe will collectively become a significant part of our revenue makeup next year. Our confidence is bolstered by the progress we made this quarter in broadening these relationships, expanding our engagements and securing new wins.

 

Our Big Tech customer roster now includes five of the Magnificent Seven, one of the most prominent AI research and development companies and a prominent social media company. We are proud to announce that we won this prominent social media company, our eighth Big Tech customer, in the third quarter. These companies are all investing significantly in generative AI development initiatives, for which Innodata is providing data engineering support.

 

 


 

The Company also secured its second federal government agency win. The agency will be leveraging the new generative AI capabilities built into Innodata’s Agility platform.

 

Record Revenue and Strong Balance Sheet

 

Revenue for third quarter 2024 reached $52.2 million, reflecting a year-over-year increase of 136%. On a sequential basis, the Company observed a 60% increase of $19.7 million from its second quarter 2024 revenue of $32.6 million.

 

Innodata continues to operate a strong balance sheet, which enables the Company to invest in growth. As of September 30, 2024, the Company’s cash balances were $26.4 million, up approximately $10 million from the second quarter 2024.

 

Amounts in this press release have been rounded. 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:

 

1-800-343-4136 (Domestic)
+1 203-518-9848 (International)
Participant Access Code INNODATA
   
888-562-2817 (Domestic Replay)
402-220-7354 (International Replay)

 

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 replay will be available for 7 days following the conference call, and Webcast replay will be available for 30 days following the conference call.

 

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,” “believe,” “expect,” “can,” “continue,” “could,” “intend,” “may,” “should,” “will,” “anticipate,” “indicate,” “predict,” “likely,” “estimate,” “plan,” “potential,” “possible,” 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 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; the Company’s 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. 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 March 4, 2024, 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.

Jsutovic@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 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     Nine Months Ended  
    September 30,     September 30,  
    2024     2023     2024     2023  
Revenues   $ 52,224     $ 22,169     $ 111,281     $ 60,663  
Direct operating costs     30,893       13,945       70,964       39,534  
Selling and administrative expenses     9,910       7,401       27,235       22,772  
Interest (income) expense, net     (26 )     66       (55 )     122  
      40,777       21,412       98,144       62,428  
                                 
Income (loss) before provision for income taxes     11,447       757       13,137       (1,765 )
                                 
Provision for (benefit from) income taxes     (5,944 )     374       (5,235 )     780  
                                 
Consolidated net income (loss)     17,391       383       18,372       (2,545 )
Income attributable to non-controlling interests     2       12       8       15  
Net Income (loss) attributable to Innodata Inc. and Subsidiaries   $ 17,389     $ 371     $ 18,364     $ (2,560 )
                                 
Income (loss) per share attributable to Innodata Inc. and Subsidiaries:                                
Basic   $ 0.60     $ 0.01     $ 0.64     $ (0.09 )
Diluted   $ 0.51     $ 0.01     $ 0.55     $ (0.09 )
                                 
Weighted average shares outstanding:                                
Basic     28,994       28,459       28,873       27,930  
Diluted     34,007       32,463       33,297       27,930  

 

Tax provision for the three months and nine months ended September 30, 2024 includes a net tax benefit of $5.6 million resulting from the recognition of deferred tax asset of the company’s accumulated net loss carry forward (NOLCO) and other deferred expenses.

 

 


 

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

    September 30,
2024
    December 31,
2023
 
ASSETS      
Current assets:                
Cash and cash equivalents   $ 26,364     $ 13,806  
Short term investments – other     14       14  
Accounts receivable, net     23,186       14,288  
Prepaid expenses and other current assets     5,221       3,969  
Total current assets     54,785       32,077  
Property and equipment, net     3,325       2,281  
Right-of-use-asset, net     4,435       5,054  
Other assets     1,771       2,445  
Deferred income taxes, net     7,890       1,741  
Intangibles, net     13,880       13,758  
Goodwill     2,084       2,075  
Total assets   $ 88,170     $ 59,431  
                 
LIABILITIES, NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable and accrued expenses   $ 7,692     $ 5,722  
Accrued salaries, wages and related benefits     9,619       7,799  
Deferred revenues     6,500       3,523  
Income and other taxes     3,961       3,848  
Long-term obligations - current portion     1,166       1,261  
Operating lease liability - current portion     855       782  
Total current liabilities     29,793       22,935  
                 
Deferred income taxes, net     30       22  
Long-term obligations, net of current portion     7,311       6,778  
Operating lease liability, net of current portion     4,027       4,701  
Total liabilities     41,161       34,436  
                 
Non-controlling interests     (700 )     (708 )
STOCKHOLDERS’ EQUITY:     47,709       25,703  
Total liabilities, non-controlling interests and stockholders’ equity   $ 88,170     $ 59,431  

 

The company’s Deferred Tax Assets as of September 30, 2024 includes deferred tax assets related to the company’s accumulated net loss carry forward (NOLCO) and other deferred expenses previously with a full valuation allowance.

 

 


 

INNODATA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

    Nine Months Ended  
    September 30,  
    2024     2023  
Cash flows from operating activities:                
Consolidated net income (loss)   $ 18,372     $ (2,545 )
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:                
Depreciation and amortization     4,219       3,479  
Stock-based compensation     2,881       2,998  
Deferred income taxes     (6,153 )     (120 )
Pension cost     948       791  
Changes in operating assets and liabilities:                
Accounts receivable     (8,834 )     (1,198 )
Prepaid expenses and other current assets     (1,222 )     449  
Other assets     673       (243 )
Accounts payable and accrued expenses     1,892       268  
Deferred revenues     2,977       702  
Accrued salaries, wages and related benefits     1,822       1,019  
Income and other taxes     109       189  
Net cash provided by operating activities     17,684       5,789  
                 
Cash flows from investing activities:                
Capital expenditures     (5,522 )     (4,320 )
Proceeds from sale of short term investments - others     -       494  
Net cash used in investing activities     (5,522 )     (3,826 )
                 
Cash flows from financing activities:                
Proceeds from exercise of stock options     810       3,158  
Withholding taxes on net settlement of restricted stock units     (97 )     -  
Payment of long-term obligations     (516 )     (329 )
Net cash provided by financing activities     197       2,829  
                 
Effect of exchange rate changes on cash and cash equivalents     199       228  
                 
Net increase in cash and cash equivalents     12,558       5,020  
Cash and cash equivalents, beginning of period     13,806       9,792  
Cash and cash equivalents, end of period   $ 26,364     $ 14,812  

 

 


 

INNODATA INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
Consolidated   2024     2023     2024     2023  
Net income (loss) attributable to Innodata Inc. and Subsidiaries   $ 17,389     $ 371     $ 18,364     $ (2,560 )
Provision for (benefit from) income taxes     (5,944 )     374       (5,235 )     780  
Interest expense     21       163       190       295  
Depreciation and amortization     1,535       1,237       4,219       3,479  
Severance**     -       -       -       580  
Stock-based compensation     855       1,017       2,881       2,998  
Non-controlling interests     2       12       8       15  
Adjusted EBITDA  - Consolidated   $ 13,858     $ 3,174     $ 20,427     $ 5,587  

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
DDS Segment   2024     2023     2024     2023  
Net income (loss) attributable to DDS Segment   $ 16,526     $ 444     $ 16,492     $ (751 )
Provision for (benefit from) income taxes     (5,887 )     371       (5,183 )     772  
Interest expense     20       162       187       291  
Depreciation and amortization     670       328       1,513       811  
Severance**     -       -       -       33  
Stock-based compensation     760       854       2,523       2,524  
Non-controlling interests     2       12       8       15  
Adjusted EBITDA - DDS Segment   $ 12,091     $ 2,171     $ 15,540     $ 3,695  

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
Synodex Segment   2024     2023     2024     2023  
Net income (loss) attributable to Synodex Segment   $ 381     $ (154 )   $ 973     $ (19 )
Depreciation and amortization     112       155       406       479  
Severance**     -       -       -       6  
Stock-based compensation     38       60       136       177  
Adjusted EBITDA  - Synodex Segment   $ 531     $ 61     $ 1,515     $ 643  

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
Agility Segment   2024     2023     2024     2023  
Net income (loss) attributable to Agility Segment   $ 482     $ 81     $ 899     $ (1,790 )
Provision for (benefit from) income taxes     (57 )     3       (52 )     8  
Interest expense     1       1       3       4  
Depreciation and amortization     753       754       2,300       2,189  
Severance**     -       -       -       541  
Stock-based compensation     57       103       222       297  
Adjusted EBITDA - Agility Segment   $ 1,236     $ 942     $ 3,372     $ 1,249  

 

**Represents non-recurring severance incurred for a reduction in headcount in connection with the re-alignment of the Company’s cost structure.

 

 


 

INNODATA INC. AND SUBSIDIARIES

CONSOLIDATED REVENUE BY SEGMENT

(Unaudited)

(In thousands)

 

    For the Three Months Ended
September 30,
    For the Nine Months Ended
September 30,
 
    2024     2023     2024     2023  
Revenues:                        
DDS   $ 44,694     $ 16,003     $ 89,810     $ 41,929  
Synodex     1,935       1,728       5,792       5,705  
Agility     5,595       4,438       15,679       13,029  
Total Consolidated   $ 52,224     $ 22,169     $ 111,281     $ 60,663