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0001102624-07-000058.txt : 20070222
0001102624-07-000058.hdr.sgml : 20070222
20070222161019
ACCESSION NUMBER: 0001102624-07-000058
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20070222
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20070222
DATE AS OF CHANGE: 20070222
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ISCO INTERNATIONAL INC
CENTRAL INDEX KEY: 0000888693
STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
IRS NUMBER: 363688459
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-22302
FILM NUMBER: 07642393
BUSINESS ADDRESS:
STREET 1: 1001 CAMBRIDGE DRIVE
CITY: ELK GROVE VILLAGE
STATE: IL
ZIP: 60007
BUSINESS PHONE: 8473919400
MAIL ADDRESS:
STREET 1: 1001 CAMBRIDGE DRIVE
CITY: ELK GROVE VILLAGE
STATE: IL
ZIP: 60007
8-K
1
iscointernationalin8k.htm
ISCO INTERNATIONAL 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.
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Date of Report: February 22, 2007
(Date of earliest event reported)
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ISCO International, Inc.
(Exact name of registrant as specified in its charter)
|
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IL
(State or other jurisdiction of incorporation)
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001-22302
(Commission File Number)
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36-3688459
(IRS Employer Identification Number)
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1001 Cambridge Drive, Elk Grove Village, IL
(Address of principal executive offices)
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60007
(Zip Code)
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847-391-9400 (Registrant's telephone number, including area code)
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Not Applicable (Former Name or Former Address, if changed since last report)
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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:
- 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
The Company announced its 2006 financial results and conference call.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of ISCO International, Inc. dated February 22, 2007
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.
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Dated: February 22, 2007
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ISCO INTERNATIONAL, INC.
By: /s/ Frank J Cesario
Frank J Cesario
Chief Financial Officer
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Exhibit Index
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Exhibit No. |
Description |
99.1 |
Press Release of ISCO International, Inc. dated February 22, 2007 |
EX-99
2
iscointernationalin.htm
ISCO INTERNATIONAL PRESS RELEASE
ISCO International Reports Financial Results for the Fourth Quarter and Full Year 2006
ELK GROVE VILLAGE, IL -- 02/22/2007 -- 2006 continued the trend of
significant expansion for ISCO International, Inc. (AMEX: ISO), a leading
global supplier of radio-frequency management and interference-control
systems for the wireless telecommunications industry, Chief Executive
Officer John Thode announced. ISCO posted its three highest revenue
quarters during 2006, ending the year with $15 million in revenue, an
increase of nearly 50% above 2005.
Thode added that 2006 saw positive contribution to cash flow during the
third quarter and a breakeven cash flow during the second half of the year
(see non-GAAP measure discussion below).
Financial Results
ISCO International's revenue for the fourth quarter and full year 2006 were
$3.8 million and $15 million, respectively, compared to $2.5 million and
$10 million achieved during the same periods of 2005. Backlog entering
2006 and 2007 were both less than $0.5 million. Net loss for the fourth
quarter and full year 2006 were $1.3 million and $4.4 million,
respectively, compared with $1.1 million and $3 million for the same
periods of 2005, due in part to an increase in non-cash compensation
charges associated with equity compensation and an increase in spending on
its digital solution portfolio.
Excluding non-cash items, the fourth quarter and full year 2006 showed
losses of $0.5 million and $1.8 million, respectively. These non-cash
items are comprised of certain equity related compensation charges,
depreciation and amortization, and accrued interest (see non-GAAP
discussion measure and related table below). Product gross margins
remained consistent at approximately 40% throughout 2006. While far higher
than industry norms, margins were below the company record of 50% achieved
during 2005.
"We have previously shared the expectation that business performance in the
first half of 2006 would be similar to prior performance, with the second
half accelerating to a higher level," Thode said. "The result was more
than $10 million in revenue during the second half of the year, on par with
all of 2005, and a small positive third quarter offset by a small negative
fourth quarter to drive a breakeven cash flow result during that period.
We were able to achieve these results while making substantial investments
in areas that we believe will drive future revenue opportunities for the
company, most notably our fully digital interference mitigation product,
which is due to be completed during this year. We view this as a
company-changing event, as we believe it will enable us to penetrate more
markets, more deeply, than we can contemplate with today's platforms. We
will share more specific information as the year progresses."
Thode said that the Company has further refined its production processes,
reducing lead times and gaining efficiencies in its outsourced model. ISCO
has continued to expand customer touch points to identify and target
specific growth opportunities, which Thode believes will present
substantial near-term revenue opportunities in excess of what ISCO has seen
to date, while simultaneously developing a highly differentiated and
defensible portfolio of software-controlled, digital adaptive interference
management products.
"We have balanced the need for current performance with investments in the
infrastructure necessary to excel over the long term. This included
bringing in substantial talent to our sales and marketing group, headed by
Steve Wetterling who joined us early in 2006. It also included the
creation of the next generation product team headed by Neal Campbell, as
well as the addition of significant engineering talent under the guidance
of our CTO, Dr. Amr Abdelmonem. We have seen an example of what they can
do when we look at 2006 results, but more importantly, we now have the
team, the talent and the strategy necessary to enable us to significantly
grow the Company's top and bottom line." Thode added, "While it will
continue to be an ongoing balance to achieve our growth objectives while
simultaneously investing to complete the transformation of our business, we
believe we have demonstrated that we are up to the challenge."
Investor Call
ISCO will hold its quarterly conference call on Thursday, February 22nd at
4:30 pm eastern. To participate in the call domestically, dial
1-800-374-0113. International callers should dial 1-706-758-9607. The
conference name is "ISCO." The call will be replayed for 30 days at
1-800-642-1687 (or 1-706-645-9291 for international callers), with a pass
code of 7226926#.
Following opening comments, a short question and answer session will be
held. Participants are asked to dial in 10 minutes prior to the beginning
of the call. The call will be webcast live and then archived for 30 days.
ISCO will provide a link to the call on its website (www.iscointl.com) for
both the live and archived versions. A copy of the webcast link will be
provided at www.iscointl.com and is copied below.
Webcast: http://www.b2i.us/external.asp?b=826&id=34587&from=du&L=e
Use of Non-GAAP Financial Information
To supplement our financial results presented in accordance with GAAP, we
use the following non-GAAP financial measure: GAAP net income (loss)
excluding non-cash charges for patent amortization, depreciation and other
amortization, equity compensation, and accrued interest expense. We present
this non-GAAP financial measure as a supplement in reporting our financial
results to provide investors with an additional tool to evaluate our
operating results. This non-GAAP financial measure should not be considered
in isolation or as a substitute for comparable GAAP measures, and should be
read only in conjunction with our consolidated financial statements
prepared in accordance with GAAP.
Our management uses the above non-GAAP financial measure internally to
understand, manage and evaluate our business, particularly on a cash flow
basis. Our management believes this measure is useful for the Company and
investors to review, as applicable, both GAAP information, which includes
employee stock-based compensation expense for example, and the non-GAAP
measure which excludes this item, in order to assess the performance of our
core continuing businesses and for planning and forecasting in future
periods. This non-GAAP measure is intended to provide investors with an
understanding of our operational results and trends that more readily
enables them to analyze our base financial and operating performance and
facilitate period-to-period comparisons and analysis of operation trends.
Our management believes this non-GAAP financial measure is useful to
investors in allowing for greater transparency with respect to supplemental
information used by management in its financial and operational
decision-making. Management sets operating plans and is evaluated and
measured on both net result as well as cash flow and EBITDA (earnings
before interest, taxes, depreciation and amortization), and thus uses this
non-GAAP measure internally on a regular basis.
Non-GAAP Measurement Table:
Unaudited Unaudited Unaudited
3 months ended 12 months ended 3 months ended
Dec 31, 2006 Dec 31, 2006 Sept 30, 2006
($ millions)
Net loss per GAAP $(1.3) $(4.4) $(0.2)
Non-cash Equity Compensation $ 0.5 $ 1.6 $ 0.4
Depreciation and Amortization $ 0.0 $ 0.1 $ 0.0
Accrued Interest $ 0.3 $ 0.9 $ 0.3
----- ----- -----
Net "Cash Flow" Result $(0.5) $(1.8) $ 0.5
===== ===== =====
Safe Harbor Statement
Because the Company wants to provide investors with meaningful and useful
information, this news release contains, and incorporates by reference,
certain "forward-looking statements" that reflect the Company's current
expectations regarding the future results of operations, performance and
achievements of the Company. The Company has tried, wherever possible, to
identify these forward-looking statements by using words such as
"anticipates," "believes," "estimates," "looks," "expects," "plans,"
"intends" and similar expressions. These statements reflect the Company's
current beliefs and are based on information currently available to it.
Accordingly, these statements are subject to certain risks, uncertainties
and contingencies, which could cause the Company's actual results,
performance or achievements to differ materially from those expressed in,
or implied by, such statements. These factors include, among others, the
following: market acceptance of the Company's technology; the spending
patterns of wireless network operators in connection with the build out of
2.5G and 3G wireless systems; the Company's need and ability to obtain
additional financing in the future; the Company's history of net losses and
the lack of assurance that the Company's earnings will be sufficient to
cover fixed charges in the future; uncertainty about the Company's ability
to compete effectively against better capitalized competitors and to
withstand downturns in its business or the economy generally; continued
downward pressure on the prices charged for the Company's products due to
the competition of rival manufacturers of front-end systems for the
wireless telecommunications market; the timing and receipt of customer
orders; the Company's ability to attract and retain key personnel; the
Company's ability to protect its intellectual property; the risks of
foreign operations and the risks of legal proceedings. A more complete
description of these risks, uncertainties and assumptions is included in
the Company's filings with the Securities and Exchange Commission,
including those described under the heading "Risk Factors" in the Company's
Annual Report on Form 10-K and in the Registration Statement on Form S-3
filed by the Company with the Securities and Exchange Commission on August
14, 2006. You should not place undue reliance on any forward-looking
statements. The Company undertakes no obligation to release publicly the
results of any revisions to any such forward-looking statements that may be
made to reflect events or circumstances after the date of this Report or to
reflect the occurrence of unanticipated events.
Three Months Ending
December 31, December 31,
2006 2005
------------ ------------
UNAUDITED
Net sales $ 3,792,000 $ 2,450,000
Costs and expenses:
Cost of sales 2,328,000 1,234,000
Research and development 621,000 447,000
Selling and marketing 736,000 599,000
General and administrative 1,134,000 1,103,000
------------ ------------
Total costs and expenses 4,819,000 3,383,000
Operating income/(loss) $ (1,027,000) $ (933,000)
Other income (expense):
Interest income 21,000 40,000
Interest expense (261,000) (195,000)
------------ ------------
Total other income (expense) $ (240,000) $ (155,000)
Net loss $ (1,267,000) $ (1,088,000)
Basic and diluted loss per common
share $ (0.01) $ (0.01)
Weighted average number of common
shares outstanding 187,884,000 183,252,000
Twelve Months Ending
December 31, December 31,
2006 2005
------------ ------------
UNAUDITED
Net sales $ 14,997,000 $ 10,264,000
Costs and expenses:
Cost of sales 9,067,000 5,122,000
Research and development 2,012,000 1,767,000
Selling and marketing 3,208,000 1,861,000
General and administrative 4,287,000 3,691,000
------------ ------------
Total costs and expenses 18,574,000 12,441,000
Operating loss $ (3,576,000) $ (2,177,000)
Other income (expense):
Interest income 119,000 77,000
Interest expense (908,000) (877,000)
------------ ------------
Total other income (expense) $ (789,000) $ (800,000)
Net loss $ (4,365,000) $ (2,977,000)
Basic and diluted loss per common
share $ (0.02) $ (0.02)
Weighted average number of common
shares outstanding 185,506,000 170,787,000
Selected Balance Sheet Information: (unaudited)
December 31, December 31,
2006 2005
------------ ------------
Cash and equivalents $ 2,887,000 $ 3,486,000
Working Capital excl. Debt $ 9,874,000 $ 6,397,000
Total Assets $ 26,875,000 $ 22,906,000
Debt, short term and long term,
including related accrued interest $ 16,428,000 $ 10,520,000
Stockholders' Equity $ 8,164,000 $ 10,531,000
Web site: http://www.iscointl.com
CONTACT:
Mr. Frank Cesario,
PHONE: 847-391-9492
INTERNET: iscoir@iscointl.com
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