-----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, A44XQzjgI7nQ0yMU3DmtHK3yuFbINfdcQzv8o8LOt99I95MeMAtvfDmVBAMZO5KY Y+AJMiWHdZc+k+MzWcgmxg== 0000922423-04-002023.txt : 20041215 0000922423-04-002023.hdr.sgml : 20041215 20041215160304 ACCESSION NUMBER: 0000922423-04-002023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041214 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041215 DATE AS OF CHANGE: 20041215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET COMMERCE CORP CENTRAL INDEX KEY: 0000894738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133645702 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24996 FILM NUMBER: 041204958 BUSINESS ADDRESS: STREET 1: 805 THIRD AVE STREET 2: STE 622 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122717640 MAIL ADDRESS: STREET 1: 805 THIRD AVENUE STREET 2: 342 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INFOSAFE SYSTEMS INC DATE OF NAME CHANGE: 19940914 8-K 1 kl12022_8k.txt FORM 8-K CURRENT REPORT 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): December 14, 2004 __________ INTERNET COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 024996 13-3645702 (State or other jurisdiction of (Commission file (I.R.S. employer incorporation or organization) number) identification no.) 805 Third Avenue, New York, New York 10022 10022 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (212) 271-7640 (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 (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)) - -------------------------------------------------------------------------------- INTERNET COMMERCE CORPORATION FORM 8-K CURRENT REPORT TABLE OF CONTENTS Page ---- Item 2.02 Results of Operations and Financial Condition....................3 Item 9.01 Exhibits.........................................................3 Signature....................................................................4 2 Item 2.02 Results of Operations and Financial Condition. On December 14, 2004, the Registrant issued a press release announcing its financial results for its first fiscal quarter ended October 31, 2004. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference. The information furnished in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release, dated December 14, 2004, entitled "ICC Announces First Quarter Fiscal 2005 Financial Results." 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Internet Commerce Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 15, 2004 INTERNET COMMERCE CORPORATION By: /s/ Glen Shipley ------------------------------ Glen Shipley Chief Financial Officer 4 Exhibit Index ------------- Exhibit No. Description ----------- ----------- 99.1 Press Release of Internet Commerce Corporation, dated December 14, 2004. 5 EX-99 2 kl12022_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 PRESS RELEASE ICC ANNOUNCES FIRST QUARTER FISCAL 2005 FINANCIAL RESULTS NEW YORK - December 14, 2004 - Internet Commerce Corporation (ICC) (NasdaqSC: ICCA), a pioneer in the use of the Internet for business-to-business (B2B) e-commerce solutions, today announced financial results for its fiscal first quarter ended October 31, 2004. Thomas J. Stallings, Chief Executive Officer of ICC, commented, "ICC continues to dramatically improve its financial position. Our first quarter was highlighted with unprecedented levels of network traffic, a 200% increase in service bureau revenue as a result of the efficiently managed integration of our Electronic Commerce System acquisition, and quarterly adjusted gross margins of over 70%. As previously indicated, ICC clearly exceeded our original guidance for the first quarter. Instead of a projected 9% improvement in revenues over the same quarter in the prior fiscal year, we experienced 21% growth." "Additionally, ICC has continued to cut costs, although there will be some one-time costs for the second quarter relating to the company's relocation to our more operationally cost-effective offices in Atlanta, Sarbanes-Oxley compliance and system conversion costs. Still, with the broader base of product offerings ICC now provides to its customers, including our retail software solutions, we anticipate to be cash flow positive on an adjusted EBITDA basis for the second quarter and 2005 fiscal year as a whole." Consolidated Three-Month Results o The net loss decreased by 50.9% to $402,000, or $0.03 per diluted share, in the first quarter of fiscal 2005 from a net loss of $818,000, or $0.07 per diluted share, in the first quarter of fiscal 2004. o Consolidated revenue for the first quarter of fiscal 2005 increased 20.7% to $3.7 million from $3.1 million in the year ago period. o Gross margin percentage for the first quarter of fiscal 2005 improved to 62.2% from 40.1% in the first quarter of last year. Consolidated Three-Month Results - Adjusted EBITDA is earnings before net interest and investment income, income taxes, depreciation, amortization and non-cash charges for stock-based compensation. Adjusted gross margin represents gross margin less depreciation and amortization. Refer to the Supplemental Financial Data set forth below for a reconciliation of net income to EBITDA and gross margin to adjusted gross margin. o Adjusted EBITDA for the first quarter of fiscal 2005 was $187,000 compared to a loss of $367,000 in the year ago period. o Adjusted gross margin percentage for the first quarter of fiscal 2005 improved to 70.6% from 49.6% in the first quarter last year. ICC ANNOUNCES FIRST QUARTER FISCAL 2005 FINANCIAL RESULTS - -------------------------------------------------------------------------------- Segment Three-Month Results o ICC.NET revenue, which represented 75.4% of consolidated revenue in the quarter ended October 31, 2004, compared to 90.0% of consolidated revenue in the year ago period, increased 1.1% to $2.83 million in the first quarter ended October 31, 2004 from $2.80 million in the first quarter ended October 31, 2003. VAN Services revenue increased 11.3% to $2.6 million from $2.4 million and gross margin percentage improved to 62.2% from 40.1% from the year ago period. Adjusted gross margin percentage for VAN Services improved to 70.6% from 49.6% in the year ago period. o Service Bureau revenue, representing 24.6% of consolidated revenue in the first quarter of fiscal 2005 compared to 10% of consolidated revenue in the year ago period, increased 199.5% to $921,000 from $308,000 in the year ago period. ICC will post its supplemental financial information on its website, www.icc.net, in the afternoon of December 16, 2004. - -------------------------------------------------------------------------------- About Internet Commerce Corporation Internet Commerce Corporation (ICC), headquartered in New York, is a pioneer in the use of the Internet for business-to-business (B2B) e-commerce solutions. Thousand of customers rely on ICC's comprehensive line of solutions, in-depth expertise, and unmatched customer service to help balance cost, fit, and function required to meet unique requirements for trading partner compliance, coordination, and collaboration. With its software solutions, network services, hosted web applications, managed services, and consulting services, ICC is the trusted provider of B2B solutions for businesses, regardless of size and level of technical sophistication, to connect with their trading communities. For more information, visit www.icc.net. Except for the historical information contained herein, this press release includes forward looking statements which are subject to a number of risks and uncertainties, including the risks and uncertainties associated with rapidly changing technologies such as the Internet, the risks of technology development and the risks of competition. Actual results could differ materially. For more information about these risks and uncertainties, see the SEC filings of Internet Commerce Corporation. CONTACT: Victor Bjorge, 212.271.7618, victor@icc.net 2 ICC ANNOUNCES FIRST QUARTER FISCAL 2005 FINANCIAL RESULTS - -------------------------------------------------------------------------------- INTERNET COMMERCE CORPORATION Consolidated Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except for share and per share amounts)
Three Months Ended October 31, -------------------------------- 2004 2003 ------------ ------------ Revenue: Services $ 3,747 $ 3,103 ------------ ------------ Expenses: Cost of services (excluding non-cash compensation of $2 for the three months ended October 31, 2004) 1,418 1,860 Product development and enhancement (excluding non-cash compensation of $8 for the three months ended October 31, 2004) 223 225 Selling and marketing (excluding non-cash compensation of $3 for the three months ended October 31, 2004) 838 826 General and administrative (excluding non-cash compensation of $198 and $53 for the three months ended October 31, 2004 and 2003, respectively) 1,462 945 Non-cash charges for stock-based compensation and services 211 53 ------------ ------------ 4,152 3,909 ------------ ------------ Operating loss (405) (806) ------------ ------------ Other income and (expense): Interest and investment income 6 1 Interest expense (3) (13) ------------ ------------ 3 (12) ------------ ------------ Net loss $ (402) $ (818) Dividends on preferred stock (101) (101) ------------ ------------ Loss attributable to common stockholders $ (502) $ (918) ============ ============ Basic and diluted loss per common share $ (0.03) $ (0.07) ============ ============ Weighted average number of common shares outstanding - basic and diluted 19,058,187 13,797,567 ============ ============ COMPREHENSIVE LOSS: Net loss $ (402) $ (818) Other comprehensive income: Unrealized gain - marketable securities -- 9 ------------ ------------ Comprehensive loss $ (402) $ (809) ============ ============
3 ICC ANNOUNCES FIRST QUARTER FISCAL 2005 FINANCIAL RESULTS - -------------------------------------------------------------------------------- INTERNET COMMERCE CORPORATION Consolidated Balance Sheets (unaudited) (in thousands)
October 31, July 31, 2004 2004 --------- --------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,646 $ 3,790 Accounts receivable, net of allowance for doubtful accounts of $338 and $309, respectively 2,475 2,154 Prepaid expenses and other current assets 213 245 -------- -------- Total current assets 6,334 6,189 Restricted cash 108 108 Property and equipment, net 254 296 Capitalized software development costs, net 5 18 Goodwill 2,619 2,539 Other intangible assets, net 1,971 2,265 Other assets 14 14 -------- -------- Total assets $ 11,305 $ 11,429 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 719 $ 524 Accrued expenses 979 1,004 Accrued dividends - preferred stock 333 233 Deferred revenue 136 133 Capital lease obligation 28 52 Other liabilities 22 45 -------- -------- Total current liabilities 2,217 1,991 Capital lease obligation - less current portion 1 4 -------- -------- Total liabilities 2,218 1,995 -------- -------- Commitments and contingencies Stockholders' equity: Preferred stock * * Common stock 191 191 Additional paid-in capital 95,197 95,143 Accumulated deficit (86,301) (85,900) -------- -------- Total stockholders' equity 9,087 9,434 -------- -------- Total liabilities and stockholders' equity $ 11,305 $ 11,429 ======== ========
* less than 1,000 See notes to consolidated financial statements. 4 ICC ANNOUNCES FIRST QUARTER FISCAL 2005 FINANCIAL RESULTS - -------------------------------------------------------------------------------- INTERNET COMMERCE CORPORATION Supplemental Financial Data Reconciliation of Net Income to adjusted EBITDA - Consolidated Three Three Months Ended Months Ended (in thousands) October 31, 2004 October 31, 2003 - ------------------------------------------------------------------------------ Net loss $ (402) $ (818) Less: Net interest and investment (income) expense (3) 12 Depreciation and amortization 381 386 Non-cash charges for stock-based compensation 211 53 ------- ------- Adjusted EBITDA loss $ 187 $ (367) ======= ======= Reconciliation of Net Income to adjusted EBITDA - ICC.NET, VAN Services Only Three Three Months Ended Months Ended (in thousands) October 31, 2004 October, 2003 - ----------------------------------------------------------------------------- Net loss $ (179) $ (315) Less: Net interest and investment (income) expense (3) 9 Depreciation and amortization 43 99 Non-cash charges for stock-based compensation 211 53 ------ ------- Adjusted EBITDA loss $ 72 $ (154) ====== ======= 5 ICC ANNOUNCES FIRST QUARTER FISCAL 2005 FINANCIAL RESULTS - -------------------------------------------------------------------------------- INTERNET COMMERCE CORPORATION Supplemental Financial Data Reconciliation of Gross Margin to Adjusted Gross Margin - Consolidated Three Three Months Ended Months Ended (in thousands) October 31, 2004 October 31, 2003 - ------------------------------------------------------------------------------- Revenue $ 3,747 $ 3,104 Cost of services 1,417 1,861 ------- ------- Gross margin $ 2,330 $ 1,243 ======= ======= Gross margin % 62.2% 40.1% Cost of services $ 1,417 $ 1,861 Less: Depreciation and amortization 315 298 ------- ------- Adjusted cost of services $ 1,102 $ 1,563 ------- ------- Adjusted gross margin $ 2,645 $ 1,541 ======= ======= Adjusted gross margin % 70.6% 49.6% Reconciliation of Gross Margin to Adjusted Gross Margin - ICC.NET, VAN Services Only Three Three Months Ended Months Ended (in thousands) October 31, 2004 October 31, 2003 - ------------------------------------------------------------------------------ Revenue $ 2,622 $ 2,356 Cost of services 698 907 -------- ------- Gross margin $ 1,924 $ 1,449 ======== ======= Gross margin % 73.4% 61.5% Cost of services $ 698 $ 907 Less: Depreciation 16 32 -------- ------- Adjusted cost of services 682 875 -------- ------- Adjusted gross margin $ 1,940 $ 1,481 ======== ======= Adjusted gross margin % 74.0% 62.9% 6 -----END PRIVACY-ENHANCED MESSAGE-----