-----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, FObe14iSV5bi43KmyHDOjbsy5bsHv+drSyw3OMIu7IAyXB9Q1o2D9x2LpfYEUKwA Oa2DXRaroihnpXdBN8+BfA== 0000893816-07-000037.txt : 20070809 0000893816-07-000037.hdr.sgml : 20070809 20070809171711 ACCESSION NUMBER: 0000893816-07-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070809 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: 071041731 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 k8q207e.txt EARNINGS RELEASE ================================================================================ 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) August 9, 2007 INFOCROSSING, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-20824 13-3252333 (State or other jurisdiction (Commission (IRS Employer Of incorporation) File Number) Identification No.) 2 CHRISTIE HEIGHTS STREET LEONIA, NEW JERSEY 07605 (Address of principal executive offices) (Zip Code) (201) 840-4700 (Registrant's telephone number, including area code.) N/A (Former name and 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)) SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS 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: successful completion of the tender offer for all of the Company's shares followed by the merger with a subsidiary of Wipro Technologies; 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; 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. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 9, 2007, the Company announced its results of operations and financial condition for the three and six months ended June 30, 2007, by means of the press release attached hereto. ITEM 7.01 REGULATION FD DISCLOSURE In the press release noted above, the Company also announced that previously- issued guidance for the second quarter had been met or exceeded. Because of the definitive agreement to be acquired by Wipro Technologies announced August 6, 2007, and the uncertainty of the actual closing date of the acquisition, the Company believes it is no longer appropriate to continue to issue guidance. The preceding is qualified in its entirety by reference to the press release which is filed herewith. ITEM 9.01(d) EXHIBITS The following materials are attached as exhibits to this Current Report on Form 8-K: EXHIBIT NUMBER DESCRIPTION 99 Press Release of the Company 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 9, 2007 INFOCROSSING, INC. Registrant By: /s/ WILLIAM J. McHALE --------------------------- Name: William J. McHale Title: SVP - Finance & Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ---------- -------------------------------------------------------------------- 99 Press Release of the Company ================================================================================ EX-99 2 x99q207e.txt PRESS RELEASE INFOCROSSING, INC. [LOGO] FOR RELEASE AT 4:05 PM EDT CONTACTS: Chairman and Chief Executive Officer Chief Financial Officer Zach Lonstein William McHale Infocrossing, Inc. Infocrossing, Inc. (201) 840-4726 (201) 840-4732 zach.lonstein@infocrossing.com william.mchale@infocrossing.com Investor Relations Media Relations Michael Wilczak Polly Wade Infocrossing, Inc. Infocrossing, Inc. (201) 840-4941 (678) 728-1654 michael.wilczak@infocrossing.com polly.wade@infocrossing.com INFOCROSSING REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2007 COMPANY REPORTS REVENUES OF $62.0 MILLION AND EPS OF $0.10 LEONIA, NJ, AUGUST 9, 2007 -- INFOCROSSING, INC. (NASDAQ: IFOX), a provider of selective IT infrastructure, enterprise application and business process outsourcing services, announced today its financial results for the second quarter and six months ended June 30, 2007. (Amounts other than EPS are in thousands.)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, -------------------------------------- -------------------------------------- 2007 2006 2007 2006 ---------------- ---------------- ---------------- ---------------- (UNAUDITED) (UNAUDITED) REVENUES $ 61,980 $ 56,836 $ 121,138 $ 112,757 ---------------- ---------------- ---------------- ---------------- EBITDA (A) 11,313 9,900 21,489 18,365 Depreciation and amortization 4,645 4,129 9,181 8,260 Interest expense (net) 2,417 2,455 4,781 4,872 ---------------- ---------------- ---------------- ---------------- INCOME BEFORE INCOME TAXES 4,251 3,316 7,527 5,233 Income tax expense 1,828 1,366 3,311 2,272 ---------------- ---------------- ---------------- ---------------- NET INCOME $ 2,423 $ 1,950 $ 4,216 $ 2,961 ================ ================ ================ ================ BASIC EARNINGS PER SHARE: Net income $ 0.11 $ 0.09 $ 0.19 $ 0.14 ================ ================ ================ ================ Weighted average number of Common shares outstanding 22,123 21,266 22,066 21,012 ================ ================ ================ ================ DILUTED EARNINGS PER SHARE: Net income $ 0.10 $ 0.09 $ 0.18 $ 0.14 ================ ================ ================ ================ Weighted average number of common shares and share equivalents outstanding 23,598 22,214 23,503 21,858 ================ ================ ================ ================ (A) A reconciliation of EBITDA to net income follows in Appendix A, and descriptions of this measure and the reasons for presenting it, as well as its limitations, are explained below.
On August 6, 2007, the Company announced that it had signed a definitive agreement to be acquired by Wipro Technologies, the global IT services business of Wipro Limited (NYSE:WIT), for $18.70 per share in cash. The acquisition will be conducted by means of a tender offer for all of the outstanding shares of Infocrossing, followed by a merger of Infocrossing with a Wipro subsidiary. The tender offer is subject to a number of customary closing conditions, including regulatory approvals. The Company met its previously announced guidance for the second quarter with respect to EBITDA, net income, and earnings per share, and exceeded guidance with respect to revenue. Due to the announcement of the acquisition and the uncertainty of the actual closing date of the acquisition, the Company believes it is no longer appropriate to continue to issue guidance. 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 on a supplemental basis. ABOUT INFOCROSSING (WWW.INFOCROSSING.COM) Infocrossing, Inc. (NASDAQ:IFOX) is a provider of selective IT infrastructure, enterprise application and business process 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: successful completion of the tender offer for all of the Company's shares followed by the merger with a subsidiary of Wipro Technologies; 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; 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. ADDITIONAL INFORMATION The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell Infocrossing, Inc.'s ("Infocrossing") common stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER DESCRIBED IN THIS PRESS RELEASE WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed by Wipro Limited ("Wipro") with the Securities and Exchange Commission ("SEC"), and the solicitation/recommendation statement will be filed by Infocrossing with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Infocrossing or Wipro with the SEC at the website maintained by the SEC at www.sec.gov. The tender offer statement and related materials, solicitation/recommendation statement, and such other documents may be obtained for free by directing such requests to Infocrossing, Inc., Investor Relations, 2 Christie Heights Street, Leonia, New Jersey 07605, (201) 840-4700. (financial tables follow)
INFOCROSSING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS EXCEPT NUMBERS OF SHARES AND PER SHARE AMOUNTS) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ------------------------------------------ ----------------------------------------- 2007 2006 2007 2006 -------------------- ------------------- ------------------- ------------------- (UNAUDITED) (UNAUDITED) REVENUES $ 61,980 $ 56,836 $ 121,138 $ 112,757 ---------------- ---------------- ---------------- ---------------- COSTS and EXPENSES: Costs of revenues, excluding depreciation and amortization shown below 42,442 39,829 83,424 79,705 Selling and promotion costs 3,066 2,446 6,110 4,738 General and administrative expenses 5,159 4,661 10,115 9,949 Depreciation and amortization 4,645 4,129 9,181 8,260 ---------------- ---------------- ---------------- ---------------- 55,312 51,065 108,830 102,652 ---------------- ---------------- ---------------- ---------------- INCOME FROM OPERATIONS 6,668 5,771 12,308 10,105 ---------------- ---------------- ---------------- ---------------- Interest income (177) (142) (288) (247) Interest expense 2,594 2,597 5,069 5,119 ---------------- ---------------- ---------------- ---------------- 2,417 2,455 4,781 4,872 ---------------- ---------------- ---------------- ---------------- INCOME BEFORE INCOME TAXES 4,251 3,316 7,527 5,233 Income tax expense 1,828 1,366 3,311 2,272 ---------------- ---------------- ---------------- ---------------- NET INCOME $ 2,423 $ 1,950 $ 4,216 $ 2,961 ================ ================ ================ ================ BASIC EARNINGS PER SHARE: Net income $ 0.11 $ 0.09 $ 0.19 $ 0.14 ================ ================ ================ ================ Weighted average number of common shares outstanding 22,123,392 21,266,019 22,066,034 21,011,521 ================ ================ ================ ================ DILUTED EARNINGS PER SHARE: Net income $ 0.10 $ 0.09 $ 0.18 $ 0.14 ================ ================ ================ ================ Weighted average number of common shares and share equivalents outstanding 23,598,479 22,213,539 23,502,616 21,857,723 ================ ================ ================ ================ See Notes to Consolidated Financial Statements.
INFOCROSSING, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE AMOUNTS) JUNE 30, 2007 DECEMBER 31, 2006 -------------------- -------------------- (UNAUDITED) CURRENT ASSETS: Cash and equivalents $ 15,051 $ 22,324 Trade accounts receivable, net of allowances for doubtful accounts of $226 at June 30, 2007 and $380 at December 31, 2006 25,456 23,000 Due from related parties 127 167 Prepaid software costs 10,005 8,399 Deferred income taxes 2,447 2,447 Current deferred customer acquisition costs 1,174 1,039 Other current assets 8,812 7,584 ---------------- ---------------- Total current assets 63,072 64,960 Property, equipment and purchased software, net 52,850 45,049 Deferred software, net 3,035 2,826 Goodwill 157,454 157,454 Other intangible assets, net 15,194 16,819 Deferred income taxes 1,766 4,184 Deferred customer acquisition costs 2,604 2,658 Deferred financing costs 2,313 2,836 Other non-current assets 1,328 1,339 ---------------- ---------------- TOTAL ASSETS $ 299,616 $ 298,125 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 10,969 $ 11,065 Current portion of long-term debt and capitalized lease obligations 22,441 18,749 Accrued expenses 11,591 13,596 Income taxes payable 2,023 1,544 Current deferred revenue 3,616 4,334 ---------------- ---------------- Total current liabilities 50,640 49,288 Notes payable, long-term debt and capitalized lease obligations, net of current portion 106,526 113,202 Deferred revenue, net of current portion 5,486 6,067 Other long-term liabilities 4,705 4,326 ---------------- ---------------- TOTAL LIABILITIES 167,357 172,883 ---------------- ---------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock; $0.01 par value; 3,000,000 shares authorized; none issued - - Common stock; $0.01 par value; 50,000,000 shares authorized; shares issued of 22,919,616 and 22,675,811 at June 30, 2007 and December 31, 2006, respectively 229 227 Additional paid-in capital 176,483 173,684 Accumulated deficit (40,832) (45,048) ---------------- ---------------- 135,880 128,863 Less 668,969 shares at June 30, 2007 and December 31, 2006, of common stock held in treasury, at cost (3,621) (3,621) ---------------- ---------------- TOTAL STOCKHOLDERS' EQUITY 132,259 125,242 ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 299,616 $ 298,125 ================ ================ See Notes to Consolidated Financial Statements.
SUPPLEMENTARY INFORMATION APPENDIX A - RECONCILIATIONS OF HISTORICAL INFORMATION EBITDA RECONCILIATION The reconciliation of EBITDA with net income for the quarters ended June 30, 2007 and 2006, respectively, is as follows (in thousands):
RECONCILIATION - IN THOUSANDS - --------------------------------------------------------------------------------------------------------------------------- QUARTER ENDED JUNE 30, ------------------------------------------------------------ 2007 2006 --------------------------- ---------------------------- NET INCOME $ 2,423 $ 1,950 Add back: Tax expense 1,828 1,366 Interest expense 2,417 2,455 Depreciation and amortization 4,645 4,129 ---------------------- ----------------------- EBITDA $ 11,313 $ 9,900 ====================== =======================
The reconciliation of EBITDA with net income for the six months ended June 30, 2007 and 2006, respectively, is as follows (in thousands):
RECONCILIATION - IN THOUSANDS - --------------------------------------------------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, ------------------------------------------------------------ 2007 2006 --------------------------- ---------------------------- NET INCOME $ 4,216 $ 2,961 Add back: Tax expense 3,311 2,272 Interest expense 4,781 4,872 Depreciation and amortization 9,181 8,260 ---------------------- ----------------------- EBITDA $ 21,489 $ 18,365 ====================== =======================
EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, income from operating activities or any other performance measures derived in accordance with GAAP. # # # -----END PRIVACY-ENHANCED MESSAGE-----