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):
May 21, 2012
INTEGRATED SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
(Doing Business as iSatori Technologies, Inc.)
Delaware | 1-11900 | 75-2422983 |
(State of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
15000 W 6th Avenue, Suite 202 Golden, Colorado | 80401 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (303) 215-9174
Not Applicable |
(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):
¨
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 May 21, 2012, Integrated Security Systems, Inc. issued a press release reporting financial results and operating information for iSatori Technologies, Inc., its wholly owned subsidiary, for the quarter ended March 31, 2012, and related information. A copy of the release is attached to this report as Exhibit 99.1.
The information in this report, including Exhibit 99.1 attached hereto, 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 filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No.
Description
99.1
Press Release, dated May 21, 2012.
2
SIGNATURE
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.
Date: May 22, 2012
INTEGRATED SECURITY SYSTEMS, INC. | ||
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By: | /s/ Stephen Adele |
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Name: | Stephen Adele |
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Title: | Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No.
Description
99.1
Press Release, dated May 21, 2012.
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NEWS RELEASE |
FOR IMMEDIATE RELEASE
iSatori Technologies, Inc. Reports Improved First Quarter 2012 Results,
Revenues Up 45% and Pre-Tax Net Income Up 107% Over Previous Year
Summary: iSatori Technologies, Inc. (OTCBB: IZZI.OB), a Colorado-based nutritional supplements company (http://www.isatoritech.com), announced its fiscal quarter one financial results for 2012, exceeding the previous years results, as net revenues increased 45%, and pre-tax net income increased 107% over first quarter 2011.
Golden, Colorado, May 21, 2012 [ MARKETWIRE ]iSatori Technologies, Inc., a wholly owned subsidiary of Integrated Security Systems, Inc. (OTCBB: IZZI.OB), a leader in the creation and marketing of nutritional supplements, announced financial results for iSatori Technologies, Inc., its wholly owned subsidiary, for iSatoris fiscal first quarter, ending March 31, 2012.
For the first quarter of 2012, iSatori reported net sales of $2.45 million, an increase of $0.71 million, or 45% over net sales of $1.74 million for the first quarter of 2011. iSatori reported pre-tax net income of $0.67 million for the first quarter of 2012, an increase of $0.35 million, or 107% over pre-tax income of $0.32 million for the first quarter of 2011, ending March 31, 2011.
A major contributor to the companys improving net income performance for its 2012 first quarter was its realization of a gain of $0.50 million resulting from its divestiture of a dormant product line of childrens vitamins to a third party for cash and other consideration. Without this transaction, the Companys 2012 first quarter pre-tax net income performance would have been $0.17 million.
In addition to our dormant product line divestiture during the quarter, the launch of three scientifically engineered products added new revenue drivers and pre-tax net income to our financial results, said Stephen Adele, Integrateds president and CEO and the founder of iSatori Technologies. In addition, the expansion of distribution into new international markets, including Australia, the United Arab Emirates, and other Middle East regions, has opened new markets for the Companys products and enhanced our revenues. We remain optimistic about where we are headed and have more exciting product launches planned for 2012.
About iSatori Technologies, Inc.
iSatori is a consumer products firm which develops and sells nutritional products in the performance, weight loss, and energy markets through online marketing, Fortune 500 retailers, and thousands of retail stores around the world. More information about the Company is available at www.iSatoritech.com.
Statements made in this news release relating to the Companys future sales, expenses, revenue, product developments, and all other statements except statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, managements assumptions and the Companys future performance are both subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the timing and extent of changes in demand for the Companys products, the availability and price of ingredients necessary to manufacture such products, and the outcome of any current or future litigation regarding such products or similar products of competitors. All forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update any such statement.
Contact:
iSatori Technologies, Inc.
Stephen Adele
1-303-215-9174
PR@isatoritech.com
iSatori Technologies, Inc. and iSatori Technologies, LLC
Condensed Consolidated Statements of Operations
(Unaudited)
March 31, 2012 and 2011
| March 31, 2012 |
| March 31, 2011 | ||
Sales |
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Product sales (Net of returns and discounts) | $ | 2,445,407 |
| $ | 1,685,130 |
Royalty Income |
| 30,581 |
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| 26,499 |
Other Revenues |
| 23,729 |
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| 25,632 |
Total Sales |
| 2,499,717 |
|
| 1,737,261 |
Cost of Sales |
| 951,028 |
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| 638,026 |
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Gross Profit |
| 1,548,689 |
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| 1,099,235 |
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Operating Expenses |
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Selling and Marketing |
| 473,679 |
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| 264,530 |
Salaries and labor related expenses |
| 480,536 |
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| 364,747 |
Administration |
| 279,796 |
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| 95,783 |
Depreciation and amortization |
| 17,828 |
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| 23,230 |
Total Operating Expenses |
| 1,251,839 |
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| 748,290 |
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Income from Operations |
| 296,850 |
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| 350,945 |
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Other Income (Expense) |
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Gain on sale of dormant product lines |
| 499,525 |
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| - |
Other income (expense) |
| 641 |
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| (2,184) |
Financing expense |
| (50,602) |
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| (8,434) |
Interest expense |
| (78,810) |
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| (19,140) |
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Total Other Income (Expense) |
| 370,753 |
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| (29,758) |
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Pre-Tax Income |
| 667,603 |
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| 321,187 |
Income tax expense |
| (254,734) |
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| - |
Net Income | $ | 412,869 |
| $ | 321,187 |
iSatori Technologies, Inc. and iSatori Technologies, LLC
Condensed Consolidated Balance Sheets
(Unaudited)
March 31, 2012 and December 31, 2011
| March 31, 2012 |
| December 31, 2011 | ||
Current Assets |
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Cash and cash equivalents | $ | 873,673 |
| $ | 364,608 |
Accounts receivables |
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Trade, net of allowance for doubtful accounts |
| 1,101,759 |
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| 937,841 |
Income Tax Receivable |
| 7,183 |
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| 54,841 |
Note receivable current portion |
| 42,047 |
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| 44,722 |
Inventories |
| 868,275 |
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| 757,250 |
Assets held for sale |
| - |
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| 168,474 |
Deferred tax asset, net |
| 35,746 |
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| 35,746 |
Prepaid expenses |
| 52,869 |
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| 119,147 |
Total current assets | $ | 2,981,552 |
| $ | 2,482,629 |
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Property and Equipment |
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Vehicles |
| - |
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| 67,135 |
Furniture and fixtures |
| 55,029 |
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| 50,304 |
Office equipment |
| 32,130 |
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| 32,131 |
Computer equipment |
| 265,533 |
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| 262,737 |
Dies and cylinders |
| 49,422 |
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| 49,422 |
Less accumulated depreciation |
| (274,404) |
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| (324,257) |
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Total property and equipment |
| 127,710 |
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| 137,472 |
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Note Receivable net of current portion |
| 81,714 |
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| 81,714 |
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Other Assets |
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Deferred tax asset, net |
| 216,498 |
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| 216,498 |
Deposits and other assets |
| 31,249 |
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| 37,257 |
Debt Issuance Costs |
| 122,438 |
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| 157,242 |
Deferred Offering Costs |
| 335,027 |
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| 141,826 |
Total other assets |
| 705,212 |
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| 552,823 |
Total assets | $ | 3,896,188 |
| $ | 3,254,638 |
| March 31, 2012 |
| December 31, 2011 | ||
Liabilities and Stockholders Equity |
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Current Liabilities |
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Trade accounts payable | $ | 828,939 |
| $ | 695,775 |
Accrued expenses |
| 383,772 |
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| 446,950 |
Line of credit, less debt discount |
| 951,780 |
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| 785,044 |
Current portion of vendor payables |
| - |
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| 1,000 |
Current portion of notes payable |
| 254,970 |
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| 489,352 |
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Total current liabilities | $ | 2,419,461 |
| $ | 2,418,121 |
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Long-Term Liabilities |
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Vendor payables, less current portion |
| - |
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| - |
Notes payable, less current maturities and debt discounts |
| 410,419 |
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| 478,729 |
Other long-term liabilities |
| 109,327 |
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| 92,606 |
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Total long-term liabilities | $ | 519,746 |
| $ | 571,335 |
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Stockholders Equity |
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Preferred Stock, $.01 par value, 5,000,000 Shares authorized, no shares issued |
| - |
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| - |
Common Stock, $.01 par value, 20,000,000 Shares authorized, 10,493,252 shares issued and outstanding at 03/31/2012 |
| 104,933 |
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| 100,000 |
Additional Paid-In-Capital |
| 259,416 |
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| - |
Discount on Capital Stock arising upon Incorporation |
| - |
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| (56,017) |
Retained Earnings |
| 592,632 |
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| 221,199 |
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Total Stockholders Equity | $ | 956,981 |
| $ | 265,182 |
| $ | 3,896,188 |
| $ | 3,254,638 |
iSatori Technologies, Inc. and iSatori Technologies, LLC
Condensed Consolidated Statements of Cash Flows
(Unaudited)
March 31, 2012 and 2011
| March 31, 2012 |
| March 31, 2011 | ||
Operating Activities |
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Net income | $ | 412,869 |
| $ | 321,187 |
Adjustments to reconcile net income to net cash from (used) for operating activities |
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Depreciation and amortization |
| 17,828 |
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| 23,230 |
Amortization of debt discount |
| 3,325 |
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| - |
Amortization of debt issuance costs |
| 34,804 |
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| - |
Stock Compensation Expense |
| 70,365 |
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| - |
Change in fair value of Derivative Instruments |
| 16,721 |
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| - |
Gain from the sale of Product Line |
| (499,525) |
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| - |
Change in assets and liabilities |
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Accounts receivable |
| (163,918) |
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| (89,731) |
Notes Receivable |
| 2,673 |
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| 20,000 |
Inventories |
| (111,026) |
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| 28,610 |
Prepaid expenses |
| 66,279 |
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| (189,628) |
Deposits and other assets |
| 5,462 |
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| 6,658 |
Accounts payable |
| 101,162 |
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| (184,208) |
Accrued expenses |
| (56,864) |
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| 244,432 |
Income Taxes |
| 254,734 |
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| - |
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Net Cash from (used for) Operating Activities |
| 154,890 |
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| 180,550 |
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Investing Activities |
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Purchase of property and equipment |
| (7,520) |
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| (1,992) |
Proceeds from the sale of Product Line |
| 500,000 |
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| - |
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Net Cash from (used for) Investing Activities |
| 492,480 |
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| (1,992) |
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Financing Activities |
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Repayment of notes payable |
| (54,290) |
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| (2,909) |
Issuance of vendor note |
| - |
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| 9,000 |
Repayment of vendor notes |
| (1,000) |
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| (41,775) |
Proceeds on line of credit |
| 1,980,481 |
|
| - |
Repayment of line of credit |
| (1,828,858) |
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| - |
Payment of financing costs |
| - |
|
| 1,759 |
Deferred offering costs |
| (193,201) |
|
| - |
Member distribution |
| - |
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| (83,168) |
Distributions to shareholder |
| (41,436) |
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| - |
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Net Cash from Financing Activities |
| (138,304) |
|
| (117,093) |
Net Change in Cash and Cash Equivalents |
| 509,065 |
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| 61,465 |
Cash and Cash Equivalents, Beginning of Period |
| 364,608 |
|
| 66,492 |
Cash and Cash Equivalents, End of Period | $ | 873,673 |
| $ | 127,957 |
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