-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TWkz3iXZ2nEdc3GYbZX2t3if6N0GWVJGCZvpcm9o71j8jlqhHG1IS/WgdYsQFIIC UPoJON1i/kvzcBwHDEAqGQ== 0001157523-05-009966.txt : 20051110 0001157523-05-009966.hdr.sgml : 20051110 20051110084743 ACCESSION NUMBER: 0001157523-05-009966 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNODATA ISOGEN INC CENTRAL INDEX KEY: 0000903651 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133475943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22196 FILM NUMBER: 051191981 BUSINESS ADDRESS: STREET 1: THREE UNIVERSITY PLAZA STREET 2: SUITE 506 CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 201 488 1200 MAIL ADDRESS: STREET 1: THREE UNIVERSITY PLAZA STREET 2: SUITE 506 CITY: HACKENSACK STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: INNODATA CORP DATE OF NAME CHANGE: 19930505 8-K 1 a5017299.txt INNODATA ISOGEN INC. 8-K 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: November 10, 2005 (Date of earliest event reported): INNODATA ISOGEN, INC. (Exact name of registrant as specified in its charter) Delaware 0-22196 13-3475943 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) Three University Plaza 07601 Hackensack, NJ 07601 (Zip Code) (Address of principal executive offices) (201) 488-1200 (Registrant's telephone number, including area code) N/A (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)) Item 2.02 Results of Operations and Financial Condition. On November 10, 2005, Innodata Isogen, Inc. issued a press release announcing its third quarter 2005 financial results. A copy of the press release is attached hereto 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 liability 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. --------------------------------- 99.1 Press release dated November 10, 2005. 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 thereunto duly authorized. INNODATA ISOGEN, INC. Date: November 10, 2005 By: /s/ Stephen Agress ---------------------------------- Stephen Agress Vice President, Finance 3 INDEX TO EXHIBITS Exhibit No. Description ------------ ---------------------------------------------- 99.1 Press Release of Innodata Isogen, Inc., dated November 10, 2005, reporting third quarter 2005 financial results. 4 EX-99.1 2 a5017299ex991.txt EXHIBIT 99.1 Exhibit 99.1 Innodata Isogen Reports Third Quarter 2005 Results NEW YORK--(BUSINESS WIRE)--Nov. 10, 2005--INNODATA ISOGEN, INC. (NASDAQ: INOD), a leading provider of content supply chain solutions, today reported a net loss of $875,000, or $.04 per diluted share, for the third quarter of 2005, versus net income of $3,103,000, or $0.13 per diluted share, for the third quarter of 2004. In the first nine months of 2005, the company lost $1,093,000, or $0.05 per diluted share. Over the same period in 2004, the company earned $6,760,000, or $0.28 per diluted share. Revenues were $9,647,000 in the third quarter of 2005, down from revenues of $15,927,000 in the third quarter of 2004; and revenues were $30,947,000 for the nine months ending September 30, 2005, down from $40,438,000 for the same period last year. Innodata Isogen's cash and equivalents were approximately $21.4 million at September 30, 2005 and the company carries virtually no debt. "While revenues were higher than we initially anticipated, these results are neither acceptable to me nor my management team," said Jack Abuhoff, chairman and CEO of Innodata Isogen. "It's clear to me that there is no shortage of opportunity in our core markets. That's why we are investing in the talent, tools and capabilities - especially in the areas of sales, marketing, product development and solutions engineering - that we need to drive growth. "I believe very strongly that we're making the right moves to realize better performance. And I'm much encouraged by what I see." Abuhoff said he anticipates that the company's revenues will improve meaningfully next quarter on a sequential basis and that he expects to see continued improvements into 2006. Timing of Conference Call with Q&A Innodata Isogen will conduct an investor conference call, including a question & answer period, at 11:00 AM ET today. Interested parties can participate in this call by dialing the following call-in numbers: 1-800-811-8824 (Domestic) 1-913-981-4903 (International) Replays will also be made available at: 1-888-203-1112 (Domestic Replay) 1-719-457-0820 (International Replay) (Pass code on Replay only: 4836798) Investors are also invited to access a live Webcast of the conference call at the Investor Relations section of www.innodata-isogen.com. Please note that the Webcast feature will be in a listen-only mode. Call-in or Webcast replay will be available for 30 days following the conference call. About Innodata Isogen Innodata Isogen (www.innodata-isogen.com) provides business and technology services that help organizations create, manage and distribute information more effectively and economically. We are headquartered in Hackensack, New Jersey, just outside of New York City. We have two additional solution centers in North America, seven production facilities in Asia (the Philippines, India and Sri Lanka) and a technology and tools development center in India. This release contains certain forward-looking statements, including without limitation, statements concerning the company's operations, economic performance, and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "indicate," "point to" and other similar expressions generally identify forward-looking statements, which speak only as of their dates. These forward-looking statements are based largely on the company's current expectations, and are subject to a number of risks and uncertainties, including without limitation, continuing revenue concentration in a limited number of clients, continuing reliance on project-based work, worsening of market conditions, changes in external market factors, the ability and willingness of our clients and prospective clients to execute business plans which give rise to requirements for digital content and professional services in knowledge processing, difficulty in integrating and deriving synergies from acquisitions, potential undiscovered liabilities of companies that we acquire, changes in our business or growth strategy, the emergence of new or growing competitors, various other competitive and technological factors, and other risks and uncertainties indicated from time to time in the company's filings with the Securities and Exchange Commission. Actual results could differ materially from the results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements contained in this release will occur. INNODATA ISOGEN, INC., AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended ------------------ ----------------- September 30, September 30, ------------- ------------- 2005 2004 2005 2004 ---- ---- ---- ---- REVENUES $9,647 $15,927 $30,947 $40,438 --------- --------- --------- --------- OPERATING COSTS AND EXPENSES: Direct operating expenses 7,272 8,847 22,972 24,481 Selling and administrative expenses 3,677 2,847 9,767 7,514 Bad debt recovery - net - - - (963) Interest income - net (114) (14) (309) (13) --------- --------- --------- --------- Total 10,835 11,680 32,430 31,019 --------- --------- --------- --------- (LOSS) INCOME BEFORE (BENEFIT FROM) PROVISION FOR INCOME TAXES (1,188) 4,247 (1,483) 9,419 (BENEFIT FROM) PROVISION FOR INCOME TAXES (313) 1,144 (390) 2,659 --------- --------- --------- --------- NET (LOSS) INCOME $(875) $3,103 $(1,093) $6,760 ========= ========= ========= ========= BASIC (LOSS) INCOME PER SHARE $(.04) $.14 $(.05) $.30 ========= ========= ========= ========= WEIGHTED AVERAGE SHARES OUTSTANDING 23,165 22,429 22,922 22,176 ========= ========= ========= ========= DILUTED (LOSS) INCOME PER SHARE $(.04) $.13 $(.05) $.28 ========= ========= ========= ========= DILUTIVE SHARES OUTSTANDING 23,165 24,659 22,922 24,541 ========= ========= ========= ========= INNODATA ISOGEN, INC., AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) September 30, December 31, 2005 2004 ---- ---- Unaudited From audited financial statements ASSETS: CURRENT ASSETS Cash and equivalents $21,380 $20,663 Accounts receivable-net 5,208 8,019 Prepaid expenses and other current assets 2,997 1,757 Deferred income taxes 307 645 ------- ------- Total current assets 29,892 31,084 PROPERTY AND EQUIPMENT - NET 4,555 4,559 OTHER ASSETS 1,752 893 GOODWILL 675 675 ------- ------- TOTAL $36,874 $37,211 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES Accounts payable and accrued expenses $2,900 $3,412 Accrued salaries, wages and related benefits 3,421 3,979 Income and other taxes 1,089 1,304 Current portion of long-term obligations 702 180 ------- ------- Total current liabilities 8,112 8,875 DEFERRED INCOME TAXES 1,480 1,449 LONG-TERM OBLIGATIONS 686 150 STOCKHOLDERS' EQUITY 26,596 26,737 ------- ------- TOTAL $36,874 $37,211 ======= ======= CONTACT: Innodata Isogen, Inc. Al Girardi, 201-488-1200, ext. 5392 agirardi@innodata-isogen.com -----END PRIVACY-ENHANCED MESSAGE-----