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
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INFOCROSSING, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-20824 13-3252333
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(State or other Jurisdiction of Commission (IRS Employer
Incorporation or Organization) File Number Identification No.)
2 Christie Heights Street Leonia, New Jersey 07605
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 840-4700
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N/A
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(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
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EBITDA $ 4.4 $ 43.5 $ 46.1
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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
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William J. McHale
SVP-Finance, CFO & Treasurer