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:
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).
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. ¨
On May 7, 2026, Innodata
Inc. issued a press release announcing its first quarter 2026 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.
See Exhibit Index below.
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.
Exhibit 99.1
Innodata Reports Record First Quarter
2026 Results
| · | Revenue
Up 54% Year-Over-Year, Beats Consensus by 18% |
| · | Adjusted
EBITDA of $25.0 Million Beats Consensus by 139%; Adjusted Gross Margin Expands to 47% |
| · | Raises
Full-Year 2026 Revenue Growth Guidance to ~40% or More, Up From ~35% or More |
| · | Announces
New Engagements With Big Tech Company Expected to Generate Approximately $51 Million of Revenue
in 2026 |
NEW YORK – May 7, 2026 – INNODATA
INC. (Nasdaq: INOD) today reported results for the first quarter ended March 31, 2026.
| · | Revenue
of $90.1 million, representing 54% year-over-year revenue growth. |
| · | Adjusted
Gross Profit of $42.6 million, representing Adjusted Gross Margin of 47%.* |
| · | Adjusted
EBITDA of $25.0 million, or 28% of revenue, an increase of $12.3 million from $12.7 million
in the same period last year.* |
| · | Net
income of $14.9 million, or $0.46 per basic share and $0.42 per diluted share, compared
to net income of $7.8 million, or $0.25 per basic share and $0.22 per diluted share, in the
same period last year. |
| · | Cash,
cash equivalents and short-term investments of $117.4 million as of March 31, 2026, an
increase of $35.1 million from $82.2 million as of December 31, 2025. The Company’s
Wells Fargo credit facility, which was renewed and expanded from $30 million to $50 million
on a three-year term during the quarter, remains undrawn, and the Company carries no appreciable
debt. |
* Adjusted Gross Profit, Adjusted Gross Margin,
and Adjusted EBITDA are non-GAAP financial measures and are defined below.
Jack Abuhoff, CEO, said,
“Q1 was a record-setting quarter for Innodata – and it was record setting by a wide margin. Revenue grew 54% year-over-year
while Adjusted EBITDA grew approximately 96% – operating leverage by definition. We delivered a single quarter of revenue that
exceeded our annual revenue of just three years ago. Just as importantly, our results demonstrate that the strategic position we have
been building is translating into scale, margin expansion, and cash generation.
“With
one quarter behind us and progressively increasing visibility into the year ahead, we are raising our full-year 2026 revenue growth guidance
to approximately 40% or more year-over-year, up from the approximately 35% or more we guided to ten weeks ago. We continue to view this
guidance as prudent. There are several potentially large programs we have not yet included in our forecast.
“We are also announcing
today a new set of engagements with one of the world’s leading Big Tech companies that we expect could generate approximately $51
million of revenue this year. Twelve months ago, our revenue from this customer was zero; this year we expect it to become our second-largest
customer, and we see considerable headroom both within the current program and across additional programs we are actively discussing.
“Importantly,
the diversification we planned for is now happening in practice. For full year 2026, we expect our largest customer to represent a smaller
percentage of total revenue even though we expect our absolute dollar revenue with that customer to increase. In Q1, revenue from our
other Big Tech customers, in the aggregate, grew 453% year-over-year. We believe this represents one of the strongest forms of customer
diversification a company can deliver: the largest account continues to grow in absolute dollars, while the rest of the customer base
grows even faster.
“We are also continuing
to innovate at a rapid pace. This quarter we launched our Evaluation and Observability Platform in beta - a control plane for agentic
systems - and shortly after launch closed our first platform engagement, valued at $1 million in revenue, with a hyperscaler customer.
Fifteen additional companies are actively evaluating the platform, and we are in discussions with two leading hyperscalers about potential
channel partnerships that we believe could meaningfully expand the platform’s reach. The strength of our research bench was further
validated when one of our researchers had two papers accepted at the 2026 International Conference on Machine Learning (ICML), one of
which received the prestigious ‘Spotlight’ designation - placing it among approximately 2% of the nearly 24,000 papers submitted
to ICML this year.”
Abuhoff concluded, “We
believe Innodata is entering a golden age of innovation. We are confident that 2026 will be a tremendous year for our shareholders, and
we are excited about the opportunities that lie ahead in 2027 and beyond.”
Reporting Note
Effective the first quarter of 2026, the
Company is reporting its financial results as a single operating segment. The Company previously reported three operating segments: DDS,
Agility, and Synodex. The shift to single-segment reporting reflects the transformation of the Company’s business strategy and
operating model, driven by its focus on agentic AI technologies and the increasingly integrated way in which it manages and delivers
its services.
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) 800 715 9871 |
North America, Toll Free |
| (+44) 800 358 0970 |
United Kingdom |
| (+1) 646 307 1963 |
International |
| Participant Access Code |
3150581 |
For Replay:
| (+1) 800 770 2030 |
North
America-Toll Free |
| (+1) 609 800 9909 |
International |
| Playback ID |
3150581 |
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. Our mission
is to enable the responsible advancement of artificial intelligence by providing the data, evaluation frameworks, and human expertise
required to build AI systems that can be trusted at scale. We provide a range of transferable solutions, platforms, and services
for Generative AI / AI builders and adopters. In every relationship, we honor our 36+ 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 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; anticipated
and actual use cases and outcomes; 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 AI 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 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; revenue concentration among a limited number of customers; our dependency on third-party providers and
partners; 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 trade 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 26, 2026, 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 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 GAAP, plus
depreciation and amortization of intangible assets, stock-based compensation and other one-time costs included within direct operating
cost.
We define Adjusted
Gross Margin by dividing Adjusted Gross Profit over total 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 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 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, | |
| | |
2026 | | |
2025 | |
| Revenues | |
$ | 90,096 | | |
$ | 58,344 | |
| | |
| | | |
| | |
| Operating costs and expenses: | |
| | | |
| | |
| Direct operating costs | |
| 50,304 | | |
| 35,092 | |
| Selling and administrative expenses | |
| 22,892 | | |
| 14,980 | |
| Interest income, net | |
| (442 | ) | |
| (127 | ) |
| | |
| 72,754 | | |
| 49,945 | |
| Income before provision for income taxes | |
| 17,342 | | |
| 8,399 | |
| Provision for income taxes | |
| 2,444 | | |
| 612 | |
| Consolidated net income | |
| 14,898 | | |
| 7,787 | |
| Income attributable to non-controlling interests | |
| - | | |
| - | |
| Net income attributable to Innodata Inc. and Subsidiaries | |
$ | 14,898 | | |
$ | 7,787 | |
| | |
| | | |
| | |
| Income per share attributable to Innodata Inc. and Subsidiaries: | |
| | | |
| | |
| Basic | |
$ | 0.46 | | |
$ | 0.25 | |
| Diluted | |
$ | 0.42 | | |
$ | 0.22 | |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic | |
| 32,625 | | |
| 31,434 | |
| Diluted | |
| 35,572 | | |
| 34,951 | |
INNODATA INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
BALANCE SHEETS
(Unaudited)
(In thousands)
| | |
March 31,
2026 | | |
December 31,
2025 | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 117,366 | | |
$ | 82,230 | |
| Accounts receivable, net | |
| 45,937 | | |
| 46,510 | |
| Prepaid expenses and other current assets | |
| 10,487 | | |
| 6,654 | |
| Total current assets | |
| 173,790 | | |
| 135,394 | |
| Property and equipment, net | |
| 8,014 | | |
| 7,966 | |
| Right-of-use asset, net | |
| 3,817 | | |
| 4,094 | |
| Other assets | |
| 3,356 | | |
| 1,648 | |
| Deferred income taxes, net | |
| 5,286 | | |
| 3,429 | |
| Intangibles, net | |
| 14,090 | | |
| 13,983 | |
| Goodwill | |
| 2,053 | | |
| 2,079 | |
| Total assets | |
$ | 210,406 | | |
$ | 168,593 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable, accrued expenses and other | |
$ | 38,517 | | |
$ | 26,720 | |
| Accrued salaries, wages and related benefits | |
| 21,400 | | |
| 16,480 | |
| Income and other taxes | |
| 6,319 | | |
| 4,471 | |
| Long-term obligations - current portion | |
| 2,304 | | |
| 1,659 | |
| Operating lease liability - current portion | |
| 1,233 | | |
| 1,202 | |
| Total current liabilities | |
| 69,773 | | |
| 50,532 | |
| Deferred income taxes, net | |
| 46 | | |
| 146 | |
| Long-term obligations, net of current portion | |
| 9,546 | | |
| 7,625 | |
| Operating lease liability, net of current portion | |
| 2,866 | | |
| 3,228 | |
| Total liabilities | |
| 82,231 | | |
| 61,531 | |
| STOCKHOLDERS' EQUITY | |
| 128,175 | | |
| 107,062 | |
| Total liabilities and stockholders’ equity | |
$ | 210,406 | | |
$ | 168,593 | |
INNODATA INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| | |
Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Consolidated net income | |
$ | 14,898 | | |
$ | 7,787 | |
| Adjustments to reconcile consolidated net income to net cash | |
| | | |
| | |
| provided by operating activities: | |
| | | |
| | |
| Stock-based compensation | |
| 5,908 | | |
| 2,881 | |
| Depreciation and amortization | |
| 2,176 | | |
| 1,563 | |
| Deferred income taxes | |
| (1,922 | ) | |
| 149 | |
| Pension cost | |
| 414 | | |
| 342 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 360 | | |
| (1,353 | ) |
| Prepaid expenses and other current assets | |
| (3,035 | ) | |
| (47 | ) |
| Other assets | |
| 105 | | |
| (16 | ) |
| Accounts payable, accrued expenses and other liabilities | |
| 11,600 | | |
| 679 | |
| Accrued salaries, wages and related benefits | |
| 4,932 | | |
| (249 | ) |
| Income and other taxes | |
| 1,881 | | |
| (869 | ) |
| Pension benefit payments | |
| (58 | ) | |
| (78 | ) |
| Net cash provided by operating activities | |
| 37,259 | | |
| 10,789 | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Capital expenditures | |
| (2,421 | ) | |
| (2,350 | ) |
| Net cash used in investing activities | |
| (2,421 | ) | |
| (2,350 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from exercise of stock options | |
| 957 | | |
| 963 | |
| Withholding taxes on net settlement of restricted stock units | |
| (50 | ) | |
| - | |
| Payment of long-term obligations | |
| (6 | ) | |
| (25 | ) |
| Net cash provided by financing activities | |
| 901 | | |
| 938 | |
| | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (603 | ) | |
| 282 | |
| | |
| | | |
| | |
| Net increase in cash and cash equivalents | |
| 35,136 | | |
| 9,659 | |
| | |
| | | |
| | |
| Cash and cash equivalents, beginning of period | |
| 82,230 | | |
| 46,897 | |
| | |
| | | |
| | |
| Cash and cash equivalents, end of period | |
$ | 117,366 | | |
$ | 56,556 | |
INNODATA INC.
AND SUBSIDIARIES
RECONCILIATION
OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In thousands)
Adjusted Gross Profit and Adjusted
Gross Margin
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Gross Profit attributable to Innodata Inc. and Subsidiaries | |
$ | 39,792 | | |
$ | 23,252 | |
| Depreciation and amortization | |
| 2,119 | | |
| 1,544 | |
| Stock-based compensation | |
| 664 | | |
| 427 | |
| Adjusted Gross Profit | |
$ | 42,575 | | |
$ | 25,223 | |
| | |
| | | |
| | |
| Gross Margin | |
| 44 | % | |
| 40 | % |
| Adjusted Gross Margin | |
| 47 | % | |
| 43 | % |
Adjusted EBITDA
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Net income attributable to Innodata Inc. and Subsidiaries | |
$ | 14,898 | | |
$ | 7,787 | |
| Provision for income taxes | |
| 2,444 | | |
| 612 | |
| Interest (income), net | |
| (442 | ) | |
| (127 | ) |
| Depreciation and amortization | |
| 2,176 | | |
| 1,563 | |
| Stock-based compensation | |
| 5,908 | | |
| 2,881 | |
| Adjusted EBITDA | |
$ | 24,984 | | |
$ | 12,716 | |