-----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, SM+MvWTayrlUX8PXIZ1e1zxMAVIleVAzLb4ulLE0uKYJc0cIKUYQKfk05B1IwIKE wFwLIyXhVwHY9BjEh/4SSw== 0000893816-05-000054.txt : 20051025 0000893816-05-000054.hdr.sgml : 20051025 20051025171744 ACCESSION NUMBER: 0000893816-05-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051025 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051025 DATE AS OF CHANGE: 20051025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOCROSSING INC CENTRAL INDEX KEY: 0000893816 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133252333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 051155126 BUSINESS ADDRESS: STREET 1: 2 CHRISTIE HEIGHTS STREET CITY: LEONIA STATE: NJ ZIP: 07605 BUSINESS PHONE: 2018404700 MAIL ADDRESS: STREET 1: 2 CHRISTIE HEIGHTS STREET CITY: LEONIA STATE: NJ ZIP: 07605 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER OUTSOURCING SERVICES INC DATE OF NAME CHANGE: 19930328 8-K 1 k8_revgd.txt ANNOUNCE GUIDANCE 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) October 25, 2005 ---------------- INFOCROSSING, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) DELAWARE 0-20824 13-3252333 ------------------------------- ----------- ------------------ (State or other Jurisdiction of Commission (IRS Employer Incorporation or Organization) File Number Identification No.) 2 Christie Heights Street Leonia, New Jersey 07605 ------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 840-4700 -------------- 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)) SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS This report may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. As such, final results could differ from estimates or expectations due to risks and uncertainties, including, but not limited to: incomplete or preliminary information; changes in government regulations and policies; continued acceptance of Infocrossing, Inc.'s products and services in the marketplace; competitive factors; closing contracts with new customers and renewing contracts with existing customers on favorable terms; expanding services to existing customers; new products; technological changes; Infocrossing, Inc.'s dependence upon third-party suppliers; intellectual property rights; difficulties with the identification, completion, and integration of acquisitions, including the integration of Infocrossing Healthcare Services, Inc., f/k/a Verizon Information Technologies Inc., and (i)Structure, LLC; and other risks. For any of these factors, Infocrossing, Inc. claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. ITEM 7.01 REGULATION FD DISCLOSURE On October 25, 2005, Infocrossing, Inc., (the "Company") announced financial guidance for the third quarter of 2005 and the full-year 2006. For the third quarter ending September 30, 2005, the Company forecasts revenue of $34.1 million and net income of $0.1 million, or $0.01 per diluted share. During the same period, the Company forecasts earnings before interest, taxes, depreciation and amortization (EBITDA) of $4.4 million. The Company presents EBITDA because it considers such information an important supplemental measure of its performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with comparable market capitalization, many of which present EBITDA when reporting their results. A reconciliation of EBITDA to net income is included in the table below. In a press release covered in a separate Current Report on Form 8-K, the Company also announced that a definitive agreement had been signed to acquire (i)Structure LLC from a subsidiary of Level 3 Communications, Inc. The transaction is expected to close, subject to customary conditions, including Hart-Scott-Rodino clearance, within 45 days. Including the acquisition, the Company forecasts revenue for the full year ending December 31, 2006 to be between $239.0 million and $246.0 million, and net income for the period to be between $6.8 million to $7.9 million. EBITDA for 2006 is projected to be between $43.5 million to $46.1 million. A reconciliation of net income to EBITDA is included in the table below. RECONCILIATION OF EBITDA TO NET INCOME (IN MILLIONS) PROJECTED QUARTER ENDING SEPTEMBER PROJECTED YEAR ENDING 30, 2005 DECEMBER 31, 2006 FROM TO Net income $ 0.1 $ 6.8 $ 7.9 Tax provision 0.2 4.5 5.2 Interest 1.4 10.0 10.4 Depreciation and amortization 2.7 22.2 22.6 ------------- ------------- ----------- EBITDA $ 4.4 $ 43.5 $ 46.1 ============= ============= =========== ITEM 9.01(c) EXHIBITS. 99 Press release of the Company dated October 25, 2005. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INFOCROSSING, INC. Date: October 25, 2005 By: /s/ WILLIAM J. McHALE ---------------------------------- William J. McHale SVP-Finance, CFO & Treasurer EX-99 2 x99_revgd.txt PRESS RELEASE EXHIBIT 99 FOR RELEASE AT 7:52 AM EDT CONTACTS: Chairman and Chief Executive Officer Chief Financial Officer Zach Lonstein William McHale Infocrossing, Inc. Infocrossing, Inc. 201) 840-4726 (201) 840-4732 zlonstein@infocrossing.com wmchale@infocrossing.com Media Relations Investor Relations Michael Wilczak Matthew Hayden Infocrossing, Inc. Hayden Communications, Inc. (201) 840-4941 (858) 704-5065 mwilczak@infocrossing.com INFOCROSSING ISSUES FINANCIAL GUIDANCE FOR THIRD QUARTER 2005 AND FULL YEAR 2006 LEONIA, NJ, OCTOBER 25, 2005 --INFOCROSSING, INC. (NASDAQ: IFOX), a provider of selective IT outsourcing and business processing solutions, announced today financial guidance for the third quarter of 2005 and the full-year 2006. For the third quarter ending September 30, 2005, Infocrossing forecasts revenue of $34.1 million and net income of $0.1 million, or $0.01 per diluted share. During the same period, the Company forecasts earnings before interest, taxes, depreciation and amortization (EBITDA) of $4.4 million. Infocrossing presents EBITDA because it considers such information an important supplemental measure of its performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with comparable market capitalization, many of which present EBITDA when reporting their results. A reconciliation of EBITDA to net income is included in the table below. On October 25, 2005 Infocrossing announced that the Company had entered into a definitive agreement to acquire (i)Structure LLC from a subsidiary of Level 3 Communications, Inc. The transaction is expected to close, subject to customary conditions, including Hart-Scott-Rodino clearance, within 45 days. Including the acquisition, Infocrossing forecasts revenue for the full year ending December 31, 2006 to be between $239.0 million and $246.0 million, and net income for the period to be between $6.8 million to $7.9 million. EBITDA for 2006 is projected to be between $43.5 million to $46.1 million. A reconciliation of net income to EBITDA is included in the table below. RECONCILIATION OF EBITDA TO NET INCOME (IN MILLIONS) PROJECTED QUARTER ENDING SEPTEMBER PROJECTED YEAR ENDING 30, 2005 DECEMBER 31, 2006 FROM TO Net income $ 0.1 $ 6.8 $ 7.9 Tax provision 0.2 4.5 5.2 Interest 1.4 10.0 10.4 Depreciation and amortization 2.7 22.2 22.6 ------------- ------------- ----------- EBITDA $ 4.4 $ 43.5 $ 46.1 ============= ============= =========== EBITDA represents net income before interest, taxes, depreciation and amortization. The Company presents EBITDA because it considers such information an important supplemental measure of its performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with comparable market capitalization, many of which present EBITDA when reporting their results. The Company also uses EBITDA for the following purposes: (1) EBITDA is one of the factors used to determine the total amount of bonuses available to be awarded to executive officers and other employees; (2) the Company's credit agreement uses EBITDA (with additional adjustments) to measure compliance with covenants such as interest coverage and debt incurrence; (3) EBITDA is also used by prospective and current lessors as well as potential lenders to evaluate potential transactions with the Company; and (4) EBITDA is also used by us to evaluate and price potential acquisition candidates. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of the Company's results as reported under GAAP. Some of these limitations are: (a) EBITDA does not reflect changes in, or cash requirements for, the Company's working capital needs; (b) EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Company's debts; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be considered as a principal indicator of the Company's performance. The Company compensates for these limitations by relying primarily on the Company's GAAP results and using EBITDA only supplementally. ABOUT INFOCROSSING, INC. (http://www.infocrossing.com) Infocrossing, Inc. (IFOX) is a provider of selective IT outsourcing services, delivering the computing platforms and proprietary systems that enable companies, regardless of industry, to process data and share information within their business, and between their customers, suppliers and distribution channels. Leading companies leverage Infocrossing's robust computing infrastructure, skilled technical team, and process-driven operations to reduce costs and improve service delivery by outsourcing the operation of mainframes, mid-range, open system servers, networks, and business processes to Infocrossing. SAFE HARBOR STATEMENT This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. As such, final results could differ from estimates or expectations due to risks and uncertainties, including, but not limited to: incomplete or preliminary information; changes in government regulations and policies; continued acceptance of the Company's products and services in the marketplace; competitive factors; closing contracts with new customers and renewing contracts with existing customers on favorable terms; expanding services to existing customers; new products; technological changes; the Company's dependence upon third-party suppliers; intellectual property rights; difficulties with the identification, completion, and integration of acquisitions, including the integration of Infocrossing Healthcare Services, Inc., f/k/a Verizon Information Technologies Inc. and (i)Structure, LLC and other risks. For any of these factors, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. # # # -----END PRIVACY-ENHANCED MESSAGE-----