Exhibit 99.2
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): June 3, 2021
INFORMATION ANALYSIS INCORPORATED
(Exact name of registrant as specified in its charter)
| VA | 000-22405 | 54-1167364 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
11240 Waples Mill Rd, Ste 201
Fairfax, VA 22030
(Address of principal executive offices, including zip code)
703-383-3000
(Registrant's telephone number, including area code)
(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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None |
N/A |
N/A |
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 7.01 Regulation FD Disclosure.
Information Analysis Incorporated (the “Company,” “we,” or “IAI”) has prepared a PowerPoint presentation published on June 3, 2021, and updated on June 9, 2021 (“PowerPoint Presentation”) for use in connection with investor presentations. This PowerPoint Presentation is available on the Company’s website at http://www.infoa.com/investor-relations. The Company also issued a press release on June 3, 2021, announcing the availability of the presentation on our website. A copy of this press release, captioned "Information Analysis Inc Publishes Investor Presentation," is attached as Exhibit 99.1 to this Current Report on Form 8-K (the "8-K"). The PowerPoint Presentation is attached as Exhibit 99.2 to this 8-K.
The information in this 8-K, including the exhibit, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-looking statements
This Current Report on Form 8-K and the PowerPoint Presentation may contain forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “goal,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” or “anticipates,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy or objectives. Forward-looking statements involve estimates, anticipated or expected events, expectations, projections, trends, results, goals, forecasts, assumptions, risks and uncertainties. The Company cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. The forward-looking statements contained in the PowerPoint Presentation speak only as of the date of the material, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to the PowerPoint Presentation. Certain factors may cause results to differ materially from those anticipated by some of the statements made in the PowerPoint Presentation. Please carefully review our filings with the SEC as we have identified many risk factors that impact our business plan. Investors are urged to consider closely the disclosures in our Forms 10-K, 10-Q, 8-K and other filings with the SEC, which can be electronically accessed from our website or the SEC’s website at http://www.sec.gov/.
Use of Non-GAAP Financial Measures
Exhibits 99.1 and 99.2 attached to this Current Report on Form 8-K contains certain non-GAAP financial measures, including adjusted EBITDA (“Adjusted EBITDA”). We provide a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure below.
We utilize certain non-GAAP financial measures, including Adjusted EBITDA, to evaluate our actual operating performance and for planning and forecasting of future periods, and Current Ratio, to evaluate our ability to meet our operating cash flow needs.
We define Adjusted EBITDA as net income (loss) plus depreciation and amortization expense, interest expense, and income tax expense, as further adjusted to eliminate the impact of, when applicable, other non-cash items or expenses that are unusual or non-recurring or that we believe do not reflect our core operating results. We believe that Adjusted EBITDA is meaningful to our investors to enhance their understanding of our financial performance for the current period and our ability to generate cash flows from operations that are available for taxes, capital expenditures and debt service. We understand that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report Adjusted EBITDA. Our calculation of Adjusted EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income (loss) calculated in accordance with GAAP. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes.
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Three months ended |
Last twelve months (LTM) |
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March 31, 2021 |
ended March 31, 2021 |
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Net income |
$ | 271,000 | $ | 811,000 | ||||
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Depreciation and amortization |
5,000 | 16,000 | ||||||
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Interest (net) |
(2,000 | ) | (2,000 | ) | ||||
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Acquisition Costs – Tellenger |
70,000 | 70,000 | ||||||
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Adjusted EBITDA |
$ | 344,000 | $ | 895,000 | ||||
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Press Release dated June 3, 2021, captioned: "Information Analysis Inc Publishes Investor Presentation.”
Investor Presentation published on IAI website on June 3, 2021, and updated on June 9, 2021.
Exhibit Index
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Exhibit No. |
Description |
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EX-99.1 |
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EX-99.2 |
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 hereunto duly authorized.
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INFORMATION ANALYSIS INCORPORATED
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Date: June 9, 2021 |
By: |
/s/ Matthew T. Sands |
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Matthew T. Sands |
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Chief Financial Officer |
Exhibit 99.1
Information Analysis Inc Publishes Investor Presentation
FAIRFAX, VA, June 3, 2021 – Information Analysis Incorporated (OTCQB: IAIC) (“IAI”) today published an investor presentation which can be accessed on the company website at IAIC June 2021 Investor Presentation.
As noted in the presentation, the sharp increase in remote workers and strain on computer systems of government agencies, such as unemployment offices, during the COVID-19 pandemic have highlighted the urgent need for modernization of many key government agencies that currently rely on outdated COBOL computer code. Private sector industries are also in need of significant modernization, with the financial industry noted as being heavily reliant on COBOL.
Key items noted in the presentation include:
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Contracted backlog of $43.1 million as of April 30, 2021; Q1 2021 revenue growth of 66%; Adjusted EBITDA of $340,000 |
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Recent Board of Directors additions by IAI are expected to significantly enhance the company’s acquisition strategy |
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IAI’s recent acquisition of Tellenger is expected to be accretive while adding important cybersecurity and cloud solutions capabilities to the company’s product suite |
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There are approximately 220 billion lines of COBOL code currently in use, according to a Reuters report |
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The cost to modernize each line of COBOL code ranges from $5 to $10 per line |
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43% of banking systems in the US currently operate on COBOL |
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A number of critical government agencies, such as the Department of Homeland Security and the Social Security Administration, still need to adopt and implement full modernization plans |
IAI CEO Stan Reese noted, “We have an aggressive growth plan which is already well underway. We are leveraging our deep experience in modernizing enterprise IT systems by adding cloud solutions and cybersecurity tools to our product suite. We recently completed the acquisition of Tellenger, which added to our customer base along with high-level security clearances and key solutions capabilities. The modernization opportunity is truly massive and provides substantial opportunity for us to grow our business. We continue to add key software partners, with McAfee and Nutanix the most-recently added. In addition, we intend to continue adding strategic acquisitions in support of our growth plans and look forward to reporting on our success.”
1 http://fingfx.thomsonreuters.com/gfx/rngs/USA-BANKS-COBOL/010040KH18J/index.html
2 Highlights of GAO-21-524T, a testimony before the Subcommittee on Emerging Threats and Spending Oversight, Committee on Homeland Security and Governmental Affairs, U.S. Senate, June 2019
About Information Analysis Incorporated
Information Analysis Incorporated (www.infoa.com), headquartered in Fairfax, Virginia, is an information technology product and services company. The Company is a software conversion specialist, modernizing legacy systems and securely extending their reach to the cloud and more modern platforms.
Additional information for investors
This release may contain forward-looking statements regarding the Company's business, customer prospects, or other factors that may affect future earnings or financial results. Such statements involve risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements. Investors should read and understand the risk factors detailed in the Company's 10-K for the fiscal year ended December 31, 2020 and in other filings with the Securities and Exchange Commission.
For additional information contact:
Jeremy Hellman, CFA
Vice President
The Equity Group
(212) 836-9626
Matt Sands, CFO
msands@infoa.com
(703) 293-7925
Exhibit 99.2