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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) May 10, 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 report 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 products and
services of Infocrossing, Inc. (the "Company") 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 May 10, 2007, the Company announced its results of operations and financial
condition for the three months ended March 31, 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 guidance for the
second quarter and for the full year of 2007. For the second quarter ending June
30, 2007, revenues are forecasted to be between $60.8 million and $61.8 million,
and earnings before interest, taxes, depreciation and amortization ("EBITDA") is
forecasted to be between $11.2 million and $11.8 million. Income before income
taxes for the second quarter is expected to be between $4.0 million and $4.5
million; net income to be between $2.2 million and $2.5 million; and diluted
earnings per share to be between $0.09 and $0.10 for the quarter.
For the full year ending December 31, 2007, the Company forecasts revenues to be
between $250 million and $255 million; EBITDA to be between $47 million and $49
million; income before income taxes to be between $19.3 million and $20.6
million; net income to be between $10.8 million and $11.5 million; and diluted
earnings per share to be between $0.43 and $0.46. The Company projects cash flow
from operations to be between $36 million and $38 million and free cash flow to
be between $30 million and $31 million for 2007.
Reconciliations (i) between EBITDA and net income and (ii) between free cash
flow and cash flow from operations, as well as descriptions of each non-GAAP
measure, limitations with respect to using such measures, and reasons why the
Company presents these measures, are provided in the press release attached
hereto as exhibit 99.
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: May 10, 2007 INFOCROSSING, INC.
Registrant
By: /s/ WILLIAM J. McHALE
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Name: William J. McHale
Title: SVP-Finance, CFO & Treasurer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99 Press Release of the Company
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