COSTA MESA, CA–(Marketwired – Dec 31, 2013) – ISC8® Inc. (
Consolidated total revenues for Fiscal 2013 were $501,000, compared to total revenue of $0 for Fiscal 2012. Net loss in Fiscal 2013 was $28,025,000, as compared to a net loss of $19,668,000 in the prior fiscal year. The increase in net loss in Fiscal 2013 as compared to Fiscal 2012 was substantially attributable to higher total operating expenses primarily driven by higher research and other costs associated with our cyber security products, as well as higher interest expense associated with our debt.
Excluding non-cash charges for changes in fair value of derivative liability, non-cash interest expense, stock-based compensation, depreciation and amortization, and net earnings from discontinued operations, non-GAAP net loss was approximately $16.4 million in Fiscal 2013, compared to non-GAAP net loss of approximately $9.5 million in Fiscal 2012. See “Use of Non-GAAP Financial Information” below for important information regarding the Company’s use of non-GAAP financial measures.
Highlights of Events Occurring During FYE 2013
“I am excited to tell you we have accomplished a great deal during Fiscal 2013 to position the Company as a pure play global cybersecurity company focusing on the rapidly growing market for adaptive cybersecurity production and solutions” said Bill Joll, President and CEO of ISC8. Just a few of our accomplishment were:
- Our Cyber Adapt® product trials continue to progress and we are encouraged with the trial findings and the ability of these products to detect Advance Persistent Threats.
- During the first quarter of Fiscal 2013, we purchased the key assets of Bivio Networks which added Cyber NetFalcon® and Cyber NetControl™ to our offerings. Cyber NetFalcon is capable of identifying perpetrators focused on modifying, stealing or sabotaging intellectual property and Cyber NetControl is capable of providing more user control and security to service operators, such as mobile service providers.
- During the second quarter of Fiscal 2013, we completed our transformation into a pure cybersecurity company by the complete exit of the government research business while retaining the government focused IP and relationships. We also added a Malware Research Team (MRT), which is critical to the advancement of ISC8’s Cyber Adapt solution to detect next generation threats.
- During this year, we added key executives to our management team, specifically:
- Chief Strategic Security Officer — Scott Millis, formerly the chief IT strategy at McAfee, brings a deep understanding of all aspects of IT – Cybersecurity, application development, and networking.
- Vice President of Sales — Kelly Anderson, most recently with Equifax, brings more than twenty years of industry experience and a strong pedigree for developing and executing sales and marking strategies for a technology-driven company.
- Vice President of Sales Asia Pacific — Gev Pestonji, most recently bringing over twenty years in sales experience in the region with technology leaders such as Cisco, Nortel, and Siemens.
- Chief Financial Officer — John Vong, formerly the vice president and corporate controller at Spectrum Group International, brings a wealth of knowledge in finance, technical accounting and turn around experience.
- During the fourth quarter of Fiscal 2013, we were honored by Pipeline as being one of the most innovative companies in the communications and entertainment technology (COMET) industry. The competition was fierce with more than 130 nominations from 75 companies.
- During this quarter, we joined the Juniper SDN Technology Partner Program. As part of the program, we will integrate our cybersecurity portfolio with Juniper Networks Contrail, as a standards-based and highly scalable network virtualization and intelligence solution for system defined network (SDN).
Major Highlights Subsequent to FYE 2013
- During October 2013, we completed the recapitalization of our debt structures through an offering of Series D Preferred Stock. Most of our existing debt will be converted into the newly created Series D Preferred Stock. As a result of this recapitalization, our capital structure will be simplified to produce a balance sheet that is more attractive to investors.
- During October 2013, we expanded our presence in Malaysia by establishing ISC8 Malaysia Sdn Bhd.
About ISC8
The Company is actively engaged in the design, development, and sale of cyber-security products and solutions for government and commercial enterprises. The Company provides hardware, software and service offerings for web filtering, deep packet inspection with Big Data security analytics, and malware threat detection for Advanced Persistent Threats (“APTs“). The Company’s products are installed in nation-wide deployment within the Middle East, and in mobile operators in Europe and Asia Pacific. The Company is focused on delivering comprehensive security solutions, with strategic emphasis on cybersecurity, in order to provide complete visibility on mission-critical networks, and mitigation of new threats as they emerge. ISC8 was founded in 1974 and is headquartered in Plano, Texas. For more information about ISC8 visit www.isc8.com.
SAFE HARBOR STATEMENT
Statements in this press release that relate to future plans, objectives, expectations, performance, events and the like are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Future events, risks and uncertainties, individually or in the aggregate, could cause actual results to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ are identified in our public filings with the Securities and Exchange Commission (SEC), and include the fact that we have disclosed that you should not rely upon our previously published financial statements and the fact that we have not filed all of our reports required by the Securities Exchange Act of 1934. More information about factors that could affect our business and financial results are included in our public filings with the SEC, which are available on the SEC’s website located at www.sec.gov.
The words “should,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Additionally, any statements related to future improved performance and estimates of revenues and earnings per share are forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements
Use of Non-GAAP Financial Information – ISC8 reports net loss in accordance with accounting principles generally accepted in the United States (“GAAP”) and supplementally on a non-GAAP basis. The Company’s presentation of non-GAAP net loss attributable to the Company in this press release excludes the impact of changes in fair value of derivative liability, non-cash interest expense, stock-based compensation, depreciation and amortization expense and net earnings from discontinued operations. Stock-based compensation expense primarily includes the impact of stock options issued by the Company and stock contributions to the employees’ retirement plan. A reconciliation of these GAAP and non-GAAP financial measures for all periods presented is found in the attached “Unaudited Reconciliation of Non-GAAP Adjustments.”
ISC8 believes that the presentation of non-GAAP net loss provides useful supplemental information to management and investors regarding financial and business trends related to the Company’s financial condition and results of operations. The Company also believes that examination of non-GAAP net loss can facilitate consistency and comparability among and between prior periods, as well as comparison with other companies that present similar non-GAAP financial measures. However, the Company’s presentation of non-GAAP information is not necessarily equivalent to non-GAAP measures presented by other reporting companies and should be considered in that context. The Company’s management generally uses non-GAAP loss to evaluate the Company’s operating performance because management believes that the exclusion of the non-cash items described above, in the changes in the fair value of derivative instruments, provides insight into the Company’s core ongoing operating results, particularly from a cash generation or use perspective, and underlying business trends affecting the Company’s performance. ISC8 has chosen to provide this non-GAAP information to investors to enable them to perform additional analyses of past, present and future operating performance and as a supplemental means to evaluate the Company’s ongoing core operations. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
For more information on ISC8 and its products, visit www.isc8.com.
| ISC8 Inc. | |||||||||
| Consolidated Statements of Operations | |||||||||
| Fiscal Years Ended | |||||||||
| September 30, 2013 | September 30, 2012(1) | ||||||||
| Revenues | $ | 501,000 | $ | – | |||||
| Cost of revenues | 169,000 | – | |||||||
| Gross profit | 332,000 | – | |||||||
| Operating expenses: | |||||||||
| General and administrative expense | 7,774,000 | 5,115,000 | |||||||
| Research and development expense | 7,597,000 | 4,063,000 | |||||||
| Total operating expenses | 15,371,000 | 9,178,000 | |||||||
| Operating loss | (15,039,000 | ) | (9,178,000 | ) | |||||
| Interest and other (income) expense | |||||||||
| Interest expense | 14,121,000 | 6,581,000 | |||||||
| (Gain) loss from change in fair value of derivative liability | (4,602,000 | ) | 4,822,000 | ||||||
| Other expense, net | 62,000 | 113,000 | |||||||
| Total interest and other expense | 9,581,000 | 11,516,000 | |||||||
| Loss from continuing operations before provision for income taxes | (24,620,000 | ) | (20,694,000 | ) | |||||
| Provision for income taxes | 46,000 | 3,000 | |||||||
| Loss from continuing operations | (24,666,000 | ) | (20,697,000 | ) | |||||
| Loss from discontinued operations (net of $0 tax) | (3,050,000 | ) | (6,719,000 | ) | |||||
| Gain (loss) on disposal of discontinued operations (net of $0 tax) | (309,000 | ) | 7,748,000 | ||||||
| Income (loss) from discontinued operations (net of $0 tax) | (3,359,000 | ) | 1,029,000 | ||||||
| Net loss | $ | (28,025,000 | ) | $ | (19,668,000 | ) | |||
| Basic and diluted net loss per common share | |||||||||
| Net loss from continuing operations | $ | (0.15 | ) | $ | (0.17 | ) | |||
| Net income (loss) from discontinued operations | $ | (0.02 | ) | $ | 0.01 | ||||
| Net loss | $ | (0.17 | ) | $ | (0.16 | ) | |||
| Basic and diluted weighted average number of common shares outstanding | 163,042,000 | 123,624,000 | |||||||
| (1) The consolidated statement of operations as of September 30, 2012 was derived from the audited consolidated financial statement included in the Company’s 2012 Annual Report on Form 10-K, adjusted to reflect discontinued operations. In March 2013, the Company ceased operations of its government focused business, including Secure Memory Systems, Cognitive Systems and Microsystems business units (the “Government Business“). In accordance with the provisions of the Presentation of Financial Statements Topic 205 of the Accounting Standards Codification (“ASC“), the results of operations related to the Government Business are now presented as discontinued operations for all periods presented in the consolidated financial statements. |
| ISC8 Inc. | |||||||
| UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS | |||||||
| The following non-GAAP adjustments are based upon the Company’s audited consolidated statements of operations for the periods shown. These adjustments are not in accordance with or an alternative for GAAP. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. ISC8 intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules, regulations and guidance, and may change its reporting of such non-GAAP results in the future as a result of such assessment. | |||||||
| Fiscal Years Ended | |||||||
| September 30, 2013 | September 30, 2012 | ||||||
| GAAP net loss | $ | (28,025,000 | ) | $ | (19,668,000 | ) | |
| Plus: | |||||||
| Change in fair value of derivative instrument | (4,602,000 | ) | 4,822,000 | ||||
| Non-cash interest expense | 11,652,000 | 5,878,000 | |||||
| Stock-based compensation, including employee retirement plan contributions | 812,000 | 471,000 | |||||
| Depreciation and amortization | 402,000 | 42,000 | |||||
| Net earnings from discontinued operations | 3,359,000 | (1,029,000 | ) | ||||
| Non-GAAP net loss attributable to ISC8 | $ | (16,402,000 | ) | $ | (9,484,000 | ) | |
| ISC8 Inc. | ||||||||||
| Consolidated Balance Sheets | ||||||||||
| September 30, 2013 | September 30, 2012 (1) | |||||||||
| Assets | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | $ | 136,000 | $ | 1,738,000 | ||||||
| Accounts receivable, net | 119,000 | – | ||||||||
| Note receivable | – | 1,200,000 | ||||||||
| Deposit on PFG credit line | 1,000,000 | – | ||||||||
| Prepaid expenses and other current assets | 561,000 | 59,000 | ||||||||
| Current assets of discontinued operations | – | 499,000 | ||||||||
| Total current assets | 1,816,000 | 3,496,000 | ||||||||
| Restricted cash | 75,000 | – | ||||||||
| Property and equipment, net | 753,000 | 121,000 | ||||||||
| Goodwill | 393,000 | – | ||||||||
| Intangible assets, net | 790,000 | 8,000 | ||||||||
| Deferred financing costs, net | 715,000 | 963,000 | ||||||||
| Other assets | 126,000 | 63,000 | ||||||||
| Non-current assets of discontinued operations | 297,000 | 1,490,000 | ||||||||
| Total assets | $ | 4,965,000 | $ | 6,141,000 | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||||
| Current liabilities: | ||||||||||
| Accounts payable | $ | 1,024,000 | $ | 604,000 | ||||||
| Accrued expenses | 3,066,000 | 2,203,000 | ||||||||
| Deferred revenue | 221,000 | – | ||||||||
| Senior secured revolving credit facility, net of discount | 4,908,000 | 4,567,000 | ||||||||
| Senior subordinated secured convertible promissory notes, net of discount | 15,793,000 | 1,119,000 | ||||||||
| Senior subordinated secured promissory notes | 5,392,000 | 4,790,000 | ||||||||
| Capital lease obligations, current portion | 447,000 | – | ||||||||
| Other current liabilities | – | 34,000 | ||||||||
| Current liabilities from discontinued operations | 678,000 | 819,000 | ||||||||
| Total current liabilities | 31,529,000 | 14,136,000 | ||||||||
| Subordinated secured convertible promissory notes, net of discount | 8,570,000 | 6,470,000 | ||||||||
| Capital lease obligations, less current portion | 77,000 | – | ||||||||
| Derivative liability | 19,245,000 | 19,925,000 | ||||||||
| Executive salary continuation plan liability | 957,000 | 975,000 | ||||||||
| Other liabilities | 139,000 | 65,000 | ||||||||
| Total liabilities | 60,517,000 | 41,571,000 | ||||||||
| Commitments and contingencies (Note 16) | ||||||||||
| Stockholders’ deficit: | ||||||||||
| Convertible preferred stock, $0.01 par value, 1,000,000 shares authorized, Series B – 900 shares issued and outstanding as of September 30, 2013 and 2012, liquidation preference of $866,000 and $926,000 respectively(2) | – | – | ||||||||
| Common stock, $0.01 par value, 800,000,000 shares authorized; 205,581,000 and 131,559,000 shares issued and outstanding at September 30, 2013 and 2012, respectively (3) | 2,056,000 | 1,316,000 | ||||||||
| Paid-in capital | 181,443,000 | 174,157,000 | ||||||||
| Accumulated other comprehensive loss | (123,000 | ) | – | |||||||
| Accumulated deficit | (239,252,000 | ) | (211,227,000 | ) | ||||||
| ISC8 stockholders’ deficit | (55,876,000 | ) | (35,754,000 | ) | ||||||
| Noncontrolling interest | 324,000 | 324,000 | ||||||||
| Total stockholders’ deficit | (55,552,000 | ) | (35,430,000 | ) | ||||||
| Total liabilities and stockholders’ deficit | $ | 4,965,000 | $ | 6,141,000 | ||||||
| (1) The consolidated balance sheet as of September 30, 2012 has been derived from the audited consolidated financial statement included in the Company’s 2012 Annual Report on Form 10-K, adjusted to reflect discontinued operations. In March 2013, the Company ceased operations of its government focused business, including Secure Memory Systems, Cognitive Systems and Microsystems business units (the “Government Business“). In accordance with the provisions of the Presentation of Financial Statements Topic 205 of the Accounting Standards Codification (“ASC“), the assets and liabilities related to the Government Business are now presented as discontinued operations for all periods presented in the consolidated financial statements. See Note 13 of the Notes to the Consolidated Financial Statements. |
| (2) The number of shares of preferred stock has been rounded to the nearest hundred (100) |
| (3) The number of shares of common stock issued and outstanding has been rounded to the nearest one thousand (1000) |
| ISC8 Inc. | ||||||||||
| Consolidated Statements of Cash Flows | ||||||||||
| Fiscal Years Ended | ||||||||||
| September 30, 2013 | September 30, 2012(1) | |||||||||
| Cash flows from operating activities: | ||||||||||
| Net loss | $ | (28,025,000 | ) | $ | (19,668,000 | ) | ||||
| (Income) loss from discontinued operations | 3,359,000 | (1,029,000 | ) | |||||||
| Loss from continuing operations | (24,666,000 | ) | (20,697,000 | ) | ||||||
| Adjustments to reconcile loss from continuing operations to net cash used in operating activities: | ||||||||||
| Depreciation and amortization | 402,000 | 42,000 | ||||||||
| Non-cash interest expense | 11,652,000 | 5,878,000 | ||||||||
| Change in fair value of derivative liability | (4,602,000 | ) | 4,822,000 | |||||||
| Non-cash stock-based compensation | 812,000 | 471,000 | ||||||||
| Changes in assets and liabilities: | ||||||||||
| Increase in accounts receivable | (119,000 | ) | – | |||||||
| Prepaid expenses and other current assets | (184,000 | ) | 55,000 | |||||||
| Other assets | (108,000 | ) | (33,000 | ) | ||||||
| Accounts payable and accrued expenses | 497,000 | 2,095,000 | ||||||||
| Deferred revenue | (18,000 | ) | – | |||||||
| Executive Salary Continuation Plan liability | (18,000 | ) | (30,000 | ) | ||||||
| Net cash used in operating activities | (16,352,000 | ) | (7,397,000 | ) | ||||||
| Cash flows from investing activities: | ||||||||||
| Property and equipment expenditures | (180,000 | ) | (98,000 | ) | ||||||
| Proceeds from sale of Thermal assets | 1,200,000 | – | ||||||||
| Net cash paid related to acquisition of Bivio | (569,000 | ) | – | |||||||
| Principal payments on note receivable | 24,000 | – | ||||||||
| Net cash provided by (used in) investing activities | 475,000 | (98,000 | ) | |||||||
| Cash flows from financing activities: | ||||||||||
| Proceeds from unsecured convertible promissory notes | 17,831,000 | 1,200,000 | ||||||||
| Proceeds from revolving credit line | – | 5,000,000 | ||||||||
| Proceeds from options exercised | 103,000 | 245,000 | ||||||||
| Debt issuance costs paid | (440,000 | ) | (180,000 | ) | ||||||
| Deposit on PFG credit line | (1,000,000 | ) | – | |||||||
| Principal payments of notes payable | (200,000 | ) | (2,729,000 | ) | ||||||
| Principal payments of capital leases | (137,000 | ) | (13,000 | ) | ||||||
| Net cash provided by financing activities | 16,157,000 | 3,523,000 | ||||||||
| Cash flows from discontinued operations: | ||||||||||
| Net cash used in operating activities | (1,912,000 | ) | (5,690,000 | ) | ||||||
| Net cash used in Investing activities | 174,000 | 8,665,000 | ||||||||
| Net cash (used in) provided by discontinued operations | (1,738,000 | ) | 2,975,000 | |||||||
| Effect of exchange rate changes on cash | (144,000 | ) | – | |||||||
| Net decrease in cash and cash equivalents | (1,602,000 | ) | (997,000 | ) | ||||||
| Cash and cash equivalents at beginning of period | 1,738,000 | 2,735,000 | ||||||||
| Cash and cash equivalents at end of period | $ | 136,000 | $ | 1,738,000 | ||||||
| Non-cash investing and financing activities: | ||||||||||
| Non-cash conversion of preferred stock to common stock | $ | 60,000 | $ | 785,000 | ||||||
| Non-cash conversion of 2012 Notes to 2013 Notes, including paid in kind interest | $ | 5,571,000 | $ | – | ||||||
| Equipment financed with capital leases | $ | 582,000 | $ | – | ||||||
| Conversion of notes and accrued interest to common stock | $ | 30,000 | $ | – | ||||||
| Common stock issued to pay accrued interest | $ | 1,927,000 | $ | 1,447,000 | ||||||
| Common stock issued to pay operating expenses | $ | – | $ | 32,000 | ||||||
| Issuance of common stock as debt discount | $ | 3,401,000 | $ | – | ||||||
| Warrants issued for senior secured revolving credit facility | $ | 1,965,000 | $ | 682,000 | ||||||
| Common stock warrants issued for senior secured revolving credit facility reclassified to derivative liability | $ | – | $ | 1,049,000 | ||||||
| Senior Subordinated Note issued to settle accrued interest | $ | 601,000 | $ | 394,000 | ||||||
| Issuance of note receivable for sale of property and equipment | $ | 200,000 | $ | – | ||||||
| Employee stock based plan contribution | $ | 600,000 | $ | 800,000 | ||||||
| Supplemental cash flow information: | ||||||||||
| Cash paid for interest | $ | 1,412,000 | $ | 973,000 | ||||||
| Cash paid for income taxes | $ | 3,000 | $ | 3,000 | ||||||
| (1) The condensed consolidated statement of operations as of September 30, 2012 was derived from the audited consolidated financial statement included in the Company’s 2012 Annual Report on Form 10-K, adjusted to reflect discontinued operations. In March 2013, the Company ceased operations of its government focused business, including Secure Memory Systems, Cognitive Systems and Microsystems business units (the “Government Business“). In accordance with the provisions of the Presentation of Financial Statements Topic 205 of the Accounting Standards Codification (“ASC“), the assets and liabilities related to the Government Business are now presented as discontinued operations for all periods presented in the consolidated financial statements. |
For more information, please contact:
John Vong
Chief Financial Officer
(714) 444-8753
jvong@isc8.com
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