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ISC8 Releases Fiscal 2013 Results

COSTA MESA, CA -- (Marketwired) -- 12/31/13 -- ISC8® Inc. (OTCBB: ISCI), a provider of intelligent cybersecurity solutions and supporting technologies, reported audited operating results for its Fiscal 2013, the year ended September 30, 2013.

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,   September 30,
                                                  2013           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,   September 30,
                                                  2013            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,   September 30,
                                                  2013          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,     September 30,
                                               2013             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.



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For more information, please contact:
John Vong
Chief Financial Officer
(714) 444-8753
jvong@isc8.com

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