-----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, LBZ2O3yimpva7cJ5f+LQo3plJuAhVVkWQK2LAjg0MDCZYSRvu4HBD2+BjsuzmMjd sW9cBvH9wKHCKdeTIHys6g== 0001161697-10-000128.txt : 20100216 0001161697-10-000128.hdr.sgml : 20100215 20100216085728 ACCESSION NUMBER: 0001161697-10-000128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100211 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICEWEB INC CENTRAL INDEX KEY: 0001097718 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 132640971 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27865 FILM NUMBER: 10602569 BUSINESS ADDRESS: STREET 1: 22900 SHAW ROAD STREET 2: SUITE 111 CITY: STERLING STATE: VA ZIP: 20166 BUSINESS PHONE: 571-287-2400 MAIL ADDRESS: STREET 1: 22900 SHAW ROAD STREET 2: SUITE 111 CITY: STERLING STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: ICEWEB COMMUNICATIONS INC DATE OF NAME CHANGE: 20020918 FORMER COMPANY: FORMER CONFORMED NAME: DISEASE SCIENCES INC DATE OF NAME CHANGE: 20020409 FORMER COMPANY: FORMER CONFORMED NAME: AUCTION ANYTHING COM INC DATE OF NAME CHANGE: 19991026 8-K 1 iceweb8-k.htm FORM 8-K FOR 02-11-2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  February 11, 2010

 

 

ICEWEB, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-27865

 

13-2640971

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

22900 Shaw Road, Suite 111, Sterling, VA 20166

(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code:  571-287-2400

 

 

______________________________________________

(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 (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

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 February 11, 2010 IceWEB, Inc. issued a press release announcing financial results for the fiscal first quarter ending December 31, 2009. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information in this Current Report, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

 

 

Item 9.01.  

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1

Press release dated February 11, 2010.

 

 

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.


 

ICEWEB, INC.

 

Date:  February 12, 2010

By:

/s/ John R. Signorello

 

 

John R. Signorello,

 

 

Chief Executive Officer

 

2


EX-99 2 ex991.htm PRESS RELEASE DATED 02-11-2010

Exhibit 99.1

 

ICEWEB REPORTS RECORD NON-GAAP INCOME OF $1,240,737 FOR

FISCAL 2010 FIRST QUARTER

 

Gross Margins Double Compared to Year-Earlier Period

 

STERLING, Va. – (PR NEWSWIRE) – February 12, 2010 – IceWEB, Inc.™ (OTCBB: IWEB) , www.IceWEB.com, a leading provider of building blocks for cloud storage networks and purpose built appliances, announced today record non-GAAP profitability for the fiscal 2010 first quarter for the period ended December 31, 2009. The Company reported non-GAAP adjusted income of $1,240,737. The Company reported a non-GAAP adjusted loss of $(282,817) in the year earlier period. The company reports results on both a GAAP and a non-GAAP basis. Non-GAAP results exclude the impact of equity-based compensation and amortization of intangible assets, and includes the unrealized gain on marketable securities.

 

Gross margin increased to 54.5% in the fiscal first quarter from 27.2% in the year earlier period, due primarily to increased sales of high margin data storage business units and a decrease in third party product sales through the Company’s former subsidiary IceWEB Virginia, Inc. (dba Iceweb Solutions Group). Storage revenue accounted for approximately 91% of the Company’s revenue compared to the year-earlier period, when sales of storage products accounted for 24.2% of revenue.

 

“The 2010 fiscal first quarter represented another step in our transition to becoming a leading provider of cutting-edge storage solutions,” said John R. Signorello, IceWEB’s Chief Executive Officer. ”Sales momentum through our partners has increased since the beginning of the year, and we expect revenue and operating results to continue to improve throughout the balance of the calendar year.”

 

Non-GAAP Financial Measures

 

In this release, the Company’s adjusted net income is not presented in accordance with generally accepted accounting principles (GAAP) and is not intended to be used in lieu of GAAP presentations of results of operations. This measure is presented because management believes it provides additional information to investors with respect to the performance of our fundamental business activities. Adjusted net income is a Non-GAAP financial measure and should not be viewed as an alternative to GAAP measures of performance. Management believes the most directly comparable GAAP financial measure for adjusted net income is net income and has provided a reconciliation of adjusted net income to net income at the end of this release.

 

GAAP net loss for the quarter was $1,459,634 or ($0.02) per share based on 78.3 million weighted average shares outstanding. This compares to a GAAP net loss of $659,034 or ($0.02) per share for the first quarter of fiscal 2009.

 

1



Reconciliation of GAAP Net Loss to Non-GAAP Adjusted EPS (Unaudited)

 

 

Three months ended

 

December 31,

 

2009

 

2008

 

 

 

 

Net Loss

$  (1,459,634)

 

$  (659,034)

 

 

 

 

Amortization of intangible assets

60,773

 

83,729

Stock-based compensation

767,598

 

292,488

Unrealized gain on marketable securities

1,872,000

 

-

 

 

 

 

Adustments to GAAP loss

$   2,700,371

 

$    376,217

 

 

 

 

Adjusted earnings (loss)

$   1,240,737

 

$ (282,817)

 

 

 

 

Adjusted EPS

$            0.02

 

$       (0.01)

 

About IceWEB, Inc.

 

Headquartered just outside of Washington, D.C., IceWEB manufactures and markets purpose built appliances, network and cloud attached storage solutions and delivers on-line cloud computing application services. Its customer base includes U.S. government agencies, enterprise companies, and small to medium sized businesses (SMB). For more information, please visit www.IceWEB.com.

 

This press release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify those so-called “forward looking statements” by words such as “may,” “will,” “should,” “expects,” “plans,” “targets,” “believes,” “anticipates,” “estimates,” “predicts,” “potential,” or “continue” or the negative of those words and other comparable words. These forward looking statements are subject to risks and uncertainties, product tests, commercialization risks, availability of financing and results of financing efforts that could cause actual results to differ materially from historical results or those anticipated. Further information regarding these and other risks is described from time to time in the Company’s filings with the SEC, which are available on its website at: http://www.sec.gov. We assume no obligation to update or alter our forward-looking statements made in this release or in any periodic report filed by us under the Securities Exchange Act of 1934 or any other document, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.

 

Contact:

IceWEB, Inc.

Investor Relations, 571.287.2400

investor@iceweb.com or Gary Nash CEOCast 212.732.4300

 

2



ICEWEB, Inc.

Consolidated Balance Sheets

(Unaudited)

 

CURRENT ASSETS:

 

December 31, 2009

 

 

September 30, 2009  (1)

 

 

Cash

$

4,115

 

$

63,310

 

 

Accounts receivable, net of allowance for doubtful accounts of $9,000

 

582,308

 

 

424,919

 

 

Inventory, net

 

209,369

 

 

151,361

 

 

Other current assets

 

29,500

 

 

6,390

 

 

Prepaid expenses

 

42,178

 

 

25,180

 

 

 

 

867,470

 

 

671,160

 

 

OTHER ASSETS:

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $1,868,432 at December 31, 2009 and $1,761,730 at September 30, 2009

 

680,550

 

 

752,162

 

 

Deposits

 

13,320

 

 

13,320

 

 

Investment in marketable securities available for sale

 

1,920,000

 

 

 

 

Intangible assets, net of accumulated amortization of  $486,180 at December 31, 2009 and $425,408 at September 30, 2009

 

729,270

 

 

790,042

 

 

Total Assets

$

4,210,610

 

$

2,226,684

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

$

1,903,007

 

$

1,971,376

 

 

Notes payable

 

1,847,219

 

 

1,847,755

 

 

Deferred revenue

 

10,000

 

 

10,261

 

 

 

 

3,760,226

 

 

3,829,392

 

 

 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

 

 

Notes Payable

 

967,884

 

 

934,756

 

 

Total Liabilities

 

4,728,110

 

 

4,764,148

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

Preferred stock ($.001 par value; 10,000,000 shares authorized) Series B convertible preferred stock ($.001 par value; 626,667 shares issued and outstanding)

 

626

 

 

626

 

 

Common stock ($.001 par value; 1,000,000,000 shares authorized; 83,469,617 shares issued and 83,307,117 shares outstanding at December 31, 2009 and 68,469,617 shares issued and 68,307,117 outstanding at September 30, 2008)

 

83,471

 

 

68,471

 

 

Additional paid in capital

 

21,740,595

 

 

20,064,998

 

 

Accumulated deficit

 

(24,118,192

)

 

(22,658,559

)

 

Accumulated other comprehensive income

 

1,872,000

 

 

 

 

Subscription receivable

 

(83,000

)

 

 

 

Treasury stock, at cost, (162,500 shares)

 

(13,000

)

 

(13,000

)

 

Total stockholders’ deficit

 

(517,500

)

 

(2,537,464

)

 

 

 

 

 

 

 

 

 

Total Liabilities and stockholders’ deficit

$

4,210,610

 

$

2,226,684

 

 

 

(1)  Derived from audited financial statements

 

See accompanying notes to unaudited consolidated financial statements

 

3



ICEWEB, Inc.

Consolidated Statements of Operations

(Unaudited)

 

 

Three Months Ended
December 31

 

 

2009

 

2008

 

 

 

 

 

 

 

 

Sales

$

600,817

 

$

1,740,588

 

 

 

 

 

 

 

 

Cost of sales

 

273,624

 

 

1,267,675

 

 

 

 

 

 

 

 

Gross profit

 

327,193

 

 

472,913

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Marketing and selling

 

16,455

 

 

11,244

 

Depreciation and amortization

 

167,474

 

 

176,248

 

Research and development

 

79,565

 

 

81,665

 

General and administrative (1)

 

1,390,372

 

 

667,059

 

 

 

 

 

 

 

 

Total Operating Expenses

 

1,653,866

 

 

936,216

 

 

 

 

 

 

 

 

Loss From Operations

 

(1,326,673

)

 

(463,303

)

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

Interest income

 

-

 

 

483

 

Interest expense

 

(132,961

)

 

(196,214

)

 

 

 

 

 

 

 

Total other income (expenses):

 

(132,961

)

 

(195,731

)

 

 

 

 

 

 

 

Net income (loss)

$

(1,459,634

)

$

(659,034

)

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

Loss per common share – basic and diluted

$

(0.02

)

$

(0.02

)

Shares used in per share calculation:

 

 

 

 

 

 

Basic and diluted

 

78,328,313

 

 

28,855,635

 

 

 

 

 

 

 

 

(1)   Includes stock-based compensation as follows:

 

 

 

 

 

 

General and administrative

$

767,598

 

$

292,488

 

 

See accompanying notes to unaudited consolidated financial statements

 

4



ICEWEB, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

 

 

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

$

(848,697

)

$

(842,930

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Investment in marketable securities

 

 

(48,000

 

 

Purchase of property and equipment

 

 

(35,090

)

 

(15,119

)

NET CASH USED IN INVESTING ACTIVITIES

 

 

(83,090

)

 

(15,119

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Repayment of equipment financing

 

 

 

 

(26,586

)

Proceeds from the sale of restricted common stock

 

 

190,000

 

 

 

Proceeds from notes payable

 

 

337,209

 

 

1,972,131

 

Proceeds from exercise of common stock options

 

 

650,000

 

 

600

 

Payments on notes payable

 

 

(304,617

)

 

(1,089,378

)

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

872,592

 

 

856,767

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

 

(59,195

)

 

(1,282

)

 

 

 

 

 

 

 

 

CASH - beginning of period

 

 

63,310

 

 

4,780

 

 

 

 

 

 

 

 

 

CASH - end of period

 

$

4,115

 

$

3,498

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Cash paid for :

 

 

 

 

 

 

 

Interest

 

$

126,571

 

$

148,647

 

Income taxes

 

 

 

 

 

 

See accompanying notes to unaudited consolidated financial statements

 

5



IceWEB, Inc.

Consolidated Statement of Comprehensive Income (Loss)

(Unaudited)

 

 

Three Months Ended

December 31,

 

2009

 

2008

Net loss

$ (1,459,634)

 

$   (659,034)

Unrealized gain on marketable securities

1,872,000

 

-

Comprehensive income (loss)

$       412,366

 

$   (659,034)

 

See accompanying notes to unaudited consolidated financial statements

 

6


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