-----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, BJ5YrNo3jjlQwmdI0+6vY3eMI3ob0b0UwNPPls70yyGXiZtLSfVRHBPX2AIhaXMM 4RKT4eKofi+guYiyZnecww== 0001021408-02-010183.txt : 20020806 0001021408-02-010183.hdr.sgml : 20020806 20020806134059 ACCESSION NUMBER: 0001021408-02-010183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020731 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ION NETWORKS INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 222413505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 02720451 BUSINESS ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 FORMER COMPANY: FORMER CONFORMED NAME: MICROFRAME INC DATE OF NAME CHANGE: 19920703 8-K 1 d8k.txt FORM 8-K 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): July 31, 2002 ION NETWORKS, INC. ------------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 000-13117 22-2413505 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 1551 South Washington Avenue Piscataway, New Jersey 08854 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's telephone number, including area code): (732) 529-0100 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. ------------ On July 31, 2002, ION Networks, Inc. (the "Company"), issued a press release announcing its results for fiscal first quarter ended June 30, 2002. A copy of the press release, which is incorporated by reference herein and made a part hereof, is filed with this Current Report on Form 8-K as Exhibit 99.1. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. -------- Exhibit No. Description ----------- ----------- 99.1 Press Release of the Company, dated July 31, 2002, announcing its results for fiscal first quarter ended June 30, 2002. 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. Date: August 6, 2002 ION NETWORKS, INC. By: /s/ Ted Kaminer --------------------------- Ted Kaminer Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ---------- ----------- 99.1 Press Release of the Company dated July 31, 2002. EX-99.1 3 dex991.txt PRESS RELEASE DATED JULY 31, 2002 ION NETWORKS ANNOUNCES FISCAL FIRST QUARTER FINANCIAL RESULTS PISCATAWAY, NJ - July 31, 2002 - ION Networks Incorporated (NASDAQ: IONN), a leading provider of security and management solutions that protect critical infrastructure from internal and external security threats, today announced its financial results for its fiscal first quarter ended June 30, 2002. The Company reported revenue for the quarter of $960,000. This compares to revenue of $2.1 million in the previous quarter and $1.9 million for the first quarter of the previous fiscal year. Company management cited a lengthening of its sales cycle due to the impact of continued economic pressure on capital spending and IT spending as a reason for the drop in revenue. Kam Saifi, ION's President and CEO, commented on the first quarter, "We continue to expand our presence in verticals such as financial services, healthcare, utilities, and government agencies. The prolonged economic pressures have temporarily impacted our sales cycle, but not our progress. As corporations develop more confidence in their earnings prospects, we anticipate IT spending to increase, resulting in shortened sales cycles." Mr. Saifi continued, "We have developed a focused marketing effort and process intended to maximize sales opportunities. Worldwide security concerns, especially in light of terrorist alerts, have made corporations and services aware of their technological vulnerability. Growing interest in our products and services has been highly reassuring." ION incurred a cash loss for the first quarter, defined as after tax earnings before depreciation and amortization charges, of $1.8 million compared to a comparable loss of $0.8 million in the prior quarter and $1.5 million in the same period of the previous fiscal year. The net loss was $2.1 million, or $0.09 per share, for the fiscal first quarter, an increase of $0.9 million over the prior quarter level of $1.2 million, or $0.06 per share, and an increase of $0.1 million as compared to $2.0 million or $0.11 per share for the same period of the prior year. Gross margins increased to 63 percent in the first quarter as compared to 54 percent during the prior fiscal quarter and 56 percent during the same period of the prior year. Mr. Saifi added, "The coordinated effort of our current team will help ensure that ION maximizes its exposure to and penetration of target markets, while maintaining operational efficiencies. Everyone at our company is primed and committed to achieve our mission of becoming the leading infrastructure security company, worldwide. The market is increasingly recognizing the necessity of securing technological assets from security breaches. Inadequate security measures could result in damages beyond monetary measure. Given our results for the first half of calendar 2002 and the continued difficult economic environment in which we are operating, we no longer expect to achieve $12 million in revenue for the current calendar year. Because of the continued uncertainty of the market, it is difficult to provide revenue guidance at this time. Our sales pipeline is healthy and continues to grow despite the difficult economic environment. We are evaluating various alternatives for raising additional capital and we believe that we are taking all necessary steps to reduce costs and improve margins, enabling us to reach profitability as quickly as possible. Based on our plan, we expect to reach profitability by the end of the second quarter of 2003." Conference Call ION Networks will host a conference call at 5 p.m. (EDT) today, Wednesday, July 31, to discuss the Company's operating performance for its fiscal first quarter. To participate in the conference call, dial 212-896-6038. A replay will be available approximately one hour after the completion of the call until 7:00 p.m. (EDT) on August 7, 2002 by dialing 402-977-9140 and providing the following pass code: 20761355. The conference call will also be available on the Internet through www.ion-networks.com - -------------------- About ION Networks ION Networks, Inc. is a leading provider of infrastructure security and management solutions. The ION Secure suite helps customers protect critical infrastructure and maximize operational efficiency while lowering operational costs. ION Networks' customers include AT&T, Bank of America, British Telecom, Citigroup, Entergy, Fortis Bank, Oracle, Qwest, SBC, Sprint and the U.S. Government. Headquartered in Piscataway, New Jersey, the Company has installed tens of thousands of its products worldwide from its sales and operations facilities in the United States, Livingston, Scotland and Antwerp, Belgium, and its distribution channels on four continents. ION Networks(TM) and ION Secure(TM) are trademarks of ION Networks, Incorporated. All other trademarks and registered trademarks in this document are the properties of their respective owners. Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from the forward-looking statements include the following: fluctuations in customer demand; fluctuations in spending on technology generally and security solutions in particular; sufficiency of operating capital; general economic conditions (both domestic and abroad); the rapid technological change which characterizes the Company's markets, the risks associated with competition; the risks associated with the expansion of the Company's distribution channels; the risk of new product introductions and customer acceptance of new products; the risks associated with international sales as the Company expands its markets; and the ability of the Company to compete successfully in the future, as well as other risks identified in the Company's Securities and Exchange Commission Filings, including but not limited to those appearing within the Company's most recent Form 10-KSB and amendments thereto, filed with the Securities and Exchange Commission on July 10, 2002. Financial Tables Follow ION Networks, Inc. and Subsidiaries Consolidated Balance Sheet (Unaudited) Assets
30-Jun-02 31-Mar-02 ------------------- ----------------- Current Assets Cash & Cash Equivalents $ 2,472,024 $ 4,050,657 Accounts Receivable 823,262 1,521,230 Other Receivables 12,900 - Inventory 1,534,983 1,024,126 Prepaid & Other Current 185,961 492,609 Related Party Notes Receivable 83,657 83,657 ------------------- ----------------- Total Current Assets $ 5,112,787 $ 7,172,279 Restricted Cash 125,700 125,700 PP&E 672,070 796,625 Capitalized Software 889,674 908,464 Security Deposits/Other 64,968 6,653 ------------------- ----------------- Total Assets $ 6,865,199 $ 9,009,721 =================== ================= Liabilities & Stockholders' Equity Current Liabilities Current Portion Capital Leases $ 74,426 $ 74,426 Current Portion Long Term Debt 12,238 33,444 Accounts Payable 839,372 917,846 Accrued Expenses 362,186 373,766 Accrued Payroll & Related Liabilities 366,218 353,590 Deferred Income 137,625 115,927 Sales Tax Payable 137,570 188,435 Other Current Liabilities 84,245 73,923 ------------------- ----------------- Total Current Liabilities $ 2,013,880 $ 2,131,357 Long Term Portion Capital Leases 126,869 146,540 Long Term Debt 5,241 4,597 ------------------- ----------------- Total Liabilities $ 2,145,990 $ 2,282,494 Stockholders' Equity 4,719,209 6,727,227 ------------------- ----------------- Total Liabilities & Stockholders' Equity $ 6,865,199 $ 9,009,721 =================== =================
ION Networks, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited)
Three Months June 30 2002 2001 ------------ -------------- Net Sales $960,132 $1,933,442 Cost of Sales 356,505 857,600 ------------ -------------- Gross Margin 603,627 1,075,842 Research and development expenses 235,309 479,784 Selling, general and administrative expenses 2,136,968 2,155,114 Depreciation & Amortization 281,971 471,276 ------------ -------------- (Loss) from operations (2,050,621) (2,030,332) Interest income 9,534 47,532 Interest (expense) (5,246) (9,116) ------------ -------------- (Loss) before income tax expense (2,046,333) (1,991,916) Income tax expense 5,301 0 ------------ -------------- Net (loss) $(2,051,634) $ (1,991,916) ============ ============== Net (loss) per share: Basic ($0.09) ($0.11) Diluted ($0.09) ($0.11) Weighted average number of common shares outstanding: Basic 22,600,501 18,203,301 Diluted 22,600,501 18,203,301
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