WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ý  No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  ý

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of November 21, 2003.

 

 

 

ISCO, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations
	Condensed Consolidated Balance Sheets
	Condensed Consolidated Statements of Cash Flows
	Notes to Condensed Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II.  OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS

 

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ISCO, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

(Amounts in thousands, except per share data)

 

		Three months ended
		Oct 24 2003			Oct 25 2002
Net sales		$	17,114		$	15,494
Cost of sales		8,660			6,945
		8,454			8,549
Operating expenses:
Selling, general, & administrative		6,187			6,403
Research and engineering		1,615			1,665
		7,802			8,068
Income from operations		652			481
Other income (expense):
Investment income		177			169
Interest expense		(43		)	(59		)
Other, net		65			53
		199			163
Income before income taxes		851			644
Provision for income taxes		240			213
Net income		$	611		$	431
Basic earnings per share		$	0.11		$	0.08
Diluted earnings per share		$	0.10		$	0.07
Dividends declared per share		$	0.06		$	0.06
Weighted average number of shares outstanding-basic		5,728			5,673
Additional shares assuming exercise of common stock equivalents and dilutive stock options		171			253
Weighted average number of shares outstanding-diluted		5,899			5,926

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

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ISCO, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

 

(Columnar amounts in thousands)

 

		Oct 24 2003			Jul 25 2003
Assets
Current assets:
Cash and cash equivalents		$	1,823		$	5,383
Short-term investments		3,621			4,629
Accounts receivable - trade, net of allowance for doubtful accounts of $122,000 and $121,000		9,669			10,590
Inventories (Notes 2 and 3)		8,770			9,489
Refundable income taxes		—			303
Deferred income taxes		994			812
Other current assets		601			417
Total current assets		25,478			31,623
Property and equipment, net of accumulated depreciation of $18,310,000 and $17,656,000		13,291			13,768
Long-term investments		11,287			4,717
Other assets (Note 4)		4,310			4,327
Total assets		$	54,366		$	54,435
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	1,443		$	1,222
Accrued expenses		3,021			3,698
Income taxes payable		181			—
Short-term borrowing		2,277			2,113
Current portion of long-term debt		217			503
Total current liabilities		7,139			7,536
Deferred income taxes		522			532
Long-term debt, less current portion		587			584
Commitments and contingencies
Shareholders’ equity
Preferred stock, $.10 par value, authorized 5,000,000 shares; issued none		—			—
Common stock, $.10 par value, authorized 15,000,000 shares; issued and outstanding 5,729,038 and 5,727,838		573			573
Additional paid-in capital		38,842			38,765
Retained earnings		6,776			6,509
Accumulated other comprehensive loss (Note 5)		(73		)	(64		)
Total shareholders’ equity		46,118			45,783
Total liabilities and shareholders’ equity		$	54,366		$	54,435

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

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ISCO, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

(Columnar amounts in thousands)

 

		Three Months Ended
		Oct 24 2003			Oct 25 2002
Cash flows from operating activities:
Net income		$	611		$	431
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		591			628
Stock-based compensation		73			49
Deferred income taxes		(199		)	47
Loss on asset impairment		153			—
Gain on sale of property and equipment		(124		)	(125		)
Provision for doubtful accounts		22			13
Undistributed (income) losses of AFTCO		10			(18		)
Change in operating assets and liabilities:
Accounts receivable-trade		916			(369		)
Inventories		738			(46		)
Refundable income taxes		303			(65		)
Other current assets		(184		)	(301		)
Accounts payable		189			123
Accrued expenses		(680		)	(346		)
Income taxes payable		181			(176		)
Other		(26		)	(83		)
Total adjustments		1,963			(669		)
Cash flows from operating activities		2,574			(238		)
Cash flows from investing activities:
Proceeds from maturities of available-for-sale securities		2,500			2,750
Proceeds from maturity of held-to-maturity securities		—			2,130
Purchase of held-to-maturity securities		—			(497		)
Purchase of available-for-sale securities		(8,042		)	(2,264		)
Proceeds from sale of property and equipment		194			174
Purchase of property and equipment		(307		)	(446		)
Other		—			22
Cash flows from investing activities		(5,655		)	1,869
Cash flows from financing activities:
Cash dividends paid		(344		)	(341		)
Net change in short-term borrowings		148			(237		)
Repayment of long-term debt		(288		)	(269		)
Issuance of common stock and exercise of stock options		5			7
Cash flows from financing activities		(479		)	(840		)
Cash and cash equivalents:
Net increase (decrease)		(3,560		)	791
Balance at beginning of period		5,383			633
Balance at end of year		$	1,823		$	1,424

 

See Note 7 for supplemental cash flow information.

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

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ISCO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

October 24, 2003

 

(Unaudited)
 (Columnar amounts in thousands, except per share data)

 

Note 1:  In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary for a fair presentation of the financial position of the Company and the results of operations and cash flows for the interim periods presented herein.  All such adjustments are of a normal recurring nature.  Results of operations and cash flows for the current unaudited interim period are not necessarily indicative of the results that may be expected for the entire fiscal year. Inter-company transactions and accounts have been eliminated.

 

While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended July 25, 2003.

 

Note 2:  Inventories are valued at the lower of cost or market, principally on the last-in, first-out (LIFO) basis.  The composition of inventories was as follows:

 

		Oct 24, 2003			July 25, 2003
Raw Materials		$	3,358		$	3,526
Work-in-process		2,986			2,951
Finished goods		2,426			3,012
		$	8,770		$	9,489

 

Had inventories been valued on the first-in, first-out (FIFO) basis, they would have been approximately $2,343,000 and $2,303,000 higher than reported on the LIFO basis at October 24, 2003 and July 25, 2003, respectively.

 

Note 3:  During the three months ended October 24, 2003, the Company established a $714,000 reserve against inventory associated with the supercritical fluid extraction (SFE) product line to reflect a lower of cost or market adjustment.  The reserve was reflected as a charge to cost of sales in the first quarter of fiscal 2004.  The reserve reflects information obtained which indicates the current value of the inventory will not be recoverable.  The Company is evaluating a number of alternatives with respect to the SFE product line.

 

In addition to the inventory reserve, the Company recognized an impairment of $153,000 related to property and equipment associated with the SFE product line.  This charge was included in selling, general, and administrative expenses for the first quarter of fiscal 2004.

 

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Note 4:  Other assets were comprised of the following as of October 24, 2003 and July 25, 2003:

 

		Oct 24, 2003			Jul 25, 2003
Acquired intangible assets, net of accumulated amortization of $835,000 and $802,000		$	851		$	884
Investment in AFTCO		419			430
Cash value of life insurance		1,422			1,401
Notes receivable; due March 2008 - related party		1,000			1,000
Other		618			612
		$	4,310		$	4,327

 

Note 5:  Comprehensive income (loss), for the three month periods ended October 24, 2003 and October 25, 2002, was as follows:

 

		Three months ended
		Oct 24 2003			Oct 25 2002
Net income		$	611		$	431
Other comprehensive income (loss), net of income tax (tax benefit):
Foreign currency translation adjustment		(20		)	5
Unrealized holding gains (losses) on available-for-sale securities		11			(1		)
Comprehensive income		$	602		$	435

 

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Note 6:  As permitted by SFAS 123, the Company accounts for its stock-based compensation on the intrinsic-value method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.  For those options granted to employees as fixed award stock options and non-employee directors’ stock options, no stock-based employee compensation expense related to the Company’s stock option plans is reflected in net income, as all options granted as fixed awards or to non-employee directors had an exercise price equal to market value of the underlying common stock on the date of grant.  Pro forma information regarding net income and earnings per share is required by SFAS No. 148.  This information is presented as if the Company had accounted for all stock-based awards under the fair value method:

 

		Three months ended
		Oct 24 2003			Oct 25 2002
Net income, as reported		$	611		$	431
Less: Stock-based compensation determined under the fair value based method, net of income tax (tax benefit):		(44		)	(64		)
Add: Stock-based employee compensation expense included in reported net income, net of income tax (tax benefit):		48			26
Pro forma net income		$	615		$	393
Earnings per share:
Basic-As Reported		$	0.11		$	0.08
Basic-Pro forma		$	0.11		$	0.08
Diluted-As Reported		$	0.10		$	0.07
Diluted-Pro forma		$	0.10		$	0.07

 

Note 7:  Supplemental Cash Flow Information

 

The Company made income tax payments (received tax refunds) of ($45,000) and $385,000 during the three-month periods ended October 24, 2003 and October 25, 2002, respectively.

 

The Company made interest payments of $43,000 and $59,000 during the three-month periods ended October 24, 2003 and October 25, 2002, respectively.

 

Note 8:  New Accounting Pronouncements

 

In January 2003, the Financial Accounting Standards Board issued Financial Interpretation No. 46 (FIN No. 46), Consolidation of Variable Interest Entities. A variable interest entity (“VIE”) is an entity whose equity investors do not have a controlling financial interest or do not have sufficient equity at risk such that the entity cannot finance its own activities. FIN No. 46 provides that VIEs shall be consolidated by the entity deemed to be the primary beneficiary of the VIE. FIN No. 46 is immediately effective for VIEs created after January 31, 2003. For VIEs created prior to February 1, 2003, FIN No. 46 is effective for the Company in the second quarter of fiscal 2004. The Company does not anticipate any impact from the adoption of FIN No. 46.

 

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain trend analysis and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Actual results could differ materially from those projected in the forward-looking statements within this document.

 

Results of Operations

The following table sets forth, for the three-month periods indicated, the percentages which certain components of the Condensed Consolidated Statements of Operations bear to net sales and the percentage of change of such components (based on actual dollars) compared with the same periods of the prior year.

 

		Three months ended
		Oct 24 2003		Oct 25 2002		Change
Net sales		100.0		100.0		10.5
Cost of sales		50.6		44.8		14.4
		49.4		55.2		7.2
Operating expenses:
Selling, general, & administrative		36.2		41.3		(4.8	)
Research & engineering		9.4		10.7		(3.0	)
		45.6		52.0		(4.4	)
Income from operations		3.8		3.2		202.9
Other income (expense):
Investment income		1.0		1.1		4.7
Interest expense		(0.3	)	(0.4	)	(27.1	)
Other, net		0.5		0.3		181.1
		1.2		1.0		73.6
Income before income taxes		5.0		4.2		170.2
Provision for income taxes		1.4		1.4		169.0
Net income		3.6		2.8		170.8

 

Net Sales Analysis and Review

 

Net sales of $17.1 million for the first quarter of fiscal 2004 were $1.6 million or 10.5 percent over first quarter fiscal 2003 net sales of $15.5 million.  While we achieved sales growth within all product lines and services, with the exception of syringe pumps, a substantial portion of the sales growth resulted from working off the larger than normal year end backlog.  Revenues related to our core products lines (wastewater samplers, flow meters, and liquid chromatography) were $13.8 million for the first quarter of fiscal 2004 compared with $12.0 million for the same period last year, an increase of 14.8 percent.  All three core product lines contributed to the year-over-year increase.  Revenues outside of our core product lines (including the product lines of process monitoring, syringe pumps, supercritical fluid extraction (SFE), along with revenues related to equipment repairs and billed freight) were $3.4 million for the current fiscal year compared with $3.5 million for the same period last year, a 4.4 percent decrease.  Revenues in all areas increased with the exception of syringe pumps which decreased compared to the prior year.

Domestic revenues for the first quarter of fiscal 2004 of $11.3 million were 3.9 percent below first quarter fiscal 2003 revenues of $11.8 million.  Domestic revenues related to our core product lines for the three months were

 

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down 1.6 percent from last year, with liquid chromatography and flow meter revenues accounting for the decrease, offset partially by an increase in sampler revenues.  Domestic revenues outside of our core product lines were down 15.7 percent compared with the same period last year.  This decline was driven by a decline in syringe pump revenues.

 

International revenues for the first quarter of fiscal 2004 of $5.8 million were 55.6 percent above first quarter fiscal 2003 revenues of $3.7 million.  First quarter revenues from our core product lines increased by 92.6 percent compared with last year’s first quarter.  All core product lines accounted for this revenue increase.  International revenues outside of our core product lines were up 8.6 percent, with process monitoring providing increased revenues while all other areas declined.

 

Net orders of $15.4 million were received during the first quarter of fiscal 2004, an increase of 2.0 percent from the first quarter of fiscal 2003.  The order backlog at October 24, 2003 was $6.0 million, down approximately 22 percent from the beginning of the fiscal year.

 

Net Income Analysis and Review

 

Net income for the first quarter of fiscal 2004 was $0.7 million, up approximately $0.2 million or 54 percent from the prior year.  While net sales increased by $1.6 million or approximately 10% in the first quarter as compared to the prior year, the gross margin declined by $0.1 million or from 55.2 percent in the first quarter of 2003 to 49.4 percent for the first quarter of fiscal 2004.  A significant portion of this margin decline resulted from a $0.7 million write down of inventory associated with the divestiture of our supercritical fluid extraction (SFE) product line.  This write down was recorded as a result of information obtained which indicated the carrying value of the inventory is not likely to be recoverable.  Excluding the effects of the inventory write down, our gross margin was 53.6 percent compared to 55.2 percent for the same period of last year. The change was due to shifts in sales mix in both product and geographic areas.  Operating expenses were reduced by nearly $0.3 million from the first quarter of fiscal year 2003.  The net result of the changes in gross margin and operating expenses was an increase in income from operations of $0.2 million or 36 percent for the first quarter of fiscal 2004 compared with the first quarter of fiscal 2003.

 

The decrease in operating expenses was driven by decreases in both sales, general and administrative (SG&A) expenses and engineering expenses.  The majority of the decrease was in SG&A, which decreased by approximately $0.2 million from the prior year.  The reductions in staffing which occurred in the latter half of fiscal year 2003, lower hiring expenses and reduced travel expenses all contributed to the SG&A expense decline.  In addition, expenses in the first quarter of fiscal 2003 were higher than normal historical patterns due to the timing of expenses and a non-recurring charge associated with the replacement of an international dealer.  Partially offsetting these SG&A expense reductions was our recognition of an impairment of $0.15 million related to property and equipment associated with the SFE product line.  Engineering expenses decreased by $0.1 million as a result of timing of certain product development activities.

 

Other income increased by $36,000, for the first quarter of fiscal 2004 compared with the same period of last year. This improvement was driven by increases in investment and other income and a decrease in interest expense. Our effective income tax rate for the first quarter of fiscal 2004 was 28.2 percent compared with an effective income tax rate for the same period last year of 33.1 percent.  This decrease resulted from the lower effective tax rates associated with foreign sourced income.

 

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Financial Condition and Liquidity

 

Our overall cash and investments increased to $16.7 million at October 24, 2003 from $14.7 million at the end of fiscal year 2003, an increase of $2.0 million.  Operating activities generated $2.6 million of cash during the first quarter of fiscal 2004 compared with utilizing $0.2 million during the same period last year.  The major factor in the increase was the change in operating assets and liabilities that resulted in a net increase of approximately $2.7 million in operating cash flow, primarily driven by reductions in accounts receivable and inventory.

 

We invested the cash available at the beginning of the year, provided from operations and generated from maturities of investments of $2.5 million, into long-term and short-term investments of $8.0 million.  We utilized the remaining cash available to purchase a net of $0.1 million in equipment, used cash of $0.3 million for the repayment of long and short term bank obligations and used $0.3 million for dividends.  Our net cash and cash equivalents position decreased by $3.6 million for the first quarter of fiscal 2004 compared to a net increase of $0.8 million in the first quarter of fiscal 2003.

 

At October 24, 2003, we had working capital of $18.3 million and a current ratio of 3.6:1.  At period-end, our total long-term debt was $0.8 million with $0.2 million payable within the next year.  In addition, we had lines of credit with various banks totaling $7.0 million of which approximately $4.5 million was available for future business needs.

 

New Accounting Pronouncements

 

In January 2003, the Financial Accounting Standards Board issued Financial Interpretation No. 46 (FIN No. 46), Consolidation of Variable Interest Entities. A variable interest entity (“VIE”) is an entity whose equity investors do not have a controlling financial interest or do not have sufficient equity at risk such that the entity cannot finance its own activities. FIN No. 46 provides that VIEs shall be consolidated by the entity deemed to be the primary beneficiary of the VIE. FIN No. 46 is immediately effective for VIEs created after January 31, 2003. For VIEs created prior to February 1, 2003, FIN No. 46 is effective for the Company in the second quarter of fiscal 2004. The Company does not anticipate any impact from the adoption of FIN No. 46.

 

Critical Accounting Policies

 

Accounts Receivable

Accounts receivable consist primarily of amounts due to us from normal business activities.  We maintain an allowance for doubtful accounts to reflect the expected uncollectibility of accounts receivable based on a combination of past collection history, aging of outstanding accounts receivables, and specific risks identified in the portfolio.

 

Inventories

Inventories consist of purchased materials, raw materials, in-process subassemblies, and finished goods.  Inventory obsolescence cost has not historically been material and as a result we do not carry a reserve for obsolescence for the majority of our inventory.  We review our inventory balances to determine if inventories can be sold at amounts equal to or greater than their carrying amounts.  The review includes identification of slow-moving inventories, obsolete inventories, and discontinued products or lines of products.  The identification process includes a review of historical performance of the inventory and current operational plans for the inventory.  If our actual results differ from our expectations with respect to the inventory sales at amounts equal to or greater than their carrying amounts, we would be required to adjust our inventory balances accordingly.   We use the link-chain method for valuing the majority of our inventory on a LIFO basis.

 

Revenue Recognition

Revenues are recorded when products are shipped to customers or, in instances where service is performed to customer requirements, upon the successful completion of such service.  We are generally not contractually obligated to accept returns, except for defective products.  Sales are shown net of returns and discounts.

 

Stock-Based Compensation

We have elected to account for fixed award stock options and nonemployee directors’ options under the provisions of APB No. 25 “Accounting for Stock Issued to Employees”.  As such, no compensation cost has been recorded in

 

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the financial statements relative to these options.  We utilize the Black-Scholes option pricing model to estimate the fair value of these options for disclosure purposes.

 

We account for performance based awards granted under our employee stock option plans in accordance with the provisions of APB 25.  Options granted under the performance based awards are subject to variable accounting treatment until the number of options that will vest is known.  Options not vested at the end of each performance year are cancelled.  Compensation expense is recorded based on difference between the closing market price at the date the shares vest and the exercise price as determined at the date the shares were granted.

 

Deferred stock units granted to nonemployee directors are accounted for in accordance with Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation.”  Accordingly, directors deferred stock units are recorded as compensation expense at estimated fair value on the date the units are earned by the director.

 

Joint Venture

We account for our investment in the AFTCO joint venture using the equity method of accounting.

 

Factors Affecting Future Results

 

As we stated in our fiscal 2003 Form 10-K, we made the decision to divest the supercritical fluid extraction (SFE) product line and expected to complete the divestiture within fiscal 2004.  During the first quarter of fiscal 2004 we continued to actively review various alternatives. Based on information currently available, we recorded non-cash charges of approximately $0.9 million associated with inventory and property during the first quarter of fiscal 2004.  We anticipate that a final decision regarding the method of divesture will be reached during the next fiscal quarter.

 

Market Risk

 

Interest rate risk and currency exchange risks are the primary market risks to which we are exposed.  We do not use derivative financial or commodity instruments.  Our other financial instruments include cash and cash equivalents, investments, accounts and notes receivable, accounts and notes payable and long-term debt.  Our cash and cash equivalents, investments, accounts and notes receivable, and accounts and notes payable balances are generally short-term in nature and do not expose our company to material market risk.  At October 24, 2003, we had approximately $0.8 million of fixed rate debt.   In addition, we had $7.0 million of variable rate credit facilities, of which approximately $2.3 million was outstanding under these credit facilities.  We do not believe that changes in interest rates on the debt and credit facilities would have a material effect on our results of operations, given our current obligations under these debt and credit facilities.

 

Related to currency exchange, international sales of our United States based operations are denominated in U.S. dollars and international sales of our German subsidiary are denominated in Euros.  The currency exchange risk at the current level of activity is not material to our operating results or financial position.  Our market risk resulting from the translation of the profit and loss of STIP and from our permanent investment in our foreign subsidiaries is not material.

 

There have been no material changes during the first quarter of fiscal 2004 with respect to the Company’s contractual obligations.  Details of the Company’s contractual obligations can be found in the Management’s Discussion and Analysis of Results of Operations and Financial Condition section of the Company’s fiscal 2003 Annual Report on Form 10-K.

 

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Inflation

 

Inflation has not had, and is not expected to have, a material impact upon the Company’s operations.  The effect of inflation on our costs and our ability to pass on cost increases in the form of increased prices is dependent upon market conditions and the competitive environment.

 

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The information required by this item is included in the section entitled “Market Risk” in Part I, Item 2, Management’s Discussion and Analysis of Results of Operations and Financial Condition.

 

Item 4.  CONTROLS AND PROCEDURES

 

(a) Evaluation of disclosure controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer.  Based upon that evaluation, the Chief Executive Officer along with the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported with the time periods specified in Securities and Exchange Commission rules and forms.

 

(b) Changes in Internal Control.

There are no significant changes in the Company’s internal controls or, to the Company’s knowledge, in other factors that could significantly affect such internal controls subsequent to the date of the Company’s evaluation of its internal controls.

 

PART II - OTHER INFORMATION

 

Item 6.	Exhibits and Reports on Form 8-K
	(a)	Exhibits:
		(31.1)	Certification pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 made by Robert W. Allington, Chief Executive Officer
		(31.2)	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 made by Vicki L. Benne, Chief Financial Officer
		(32.1)	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by Robert W. Allington, Chief Executive Officer
		(32.2)	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by Vicki L. Benne, Chief Financial Officer
	(b)	Reports on Form 8-K:  The Company furnished a Current Report on Form 8-K dated December 4, 2003, announcing earnings for the quarter ended October 24, 2003 and attaching a press release related thereto.

 

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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 thereunto duly authorized.

 

 

	ISCO, INC.
Date:  December 5, 2003	BY	/s/ Robert W. Allington
		Robert W. Allington
		Chairman and Chief Executive Officer
Date:  December 5, 2003	BY	/s/ Vicki L. Benne
		Vicki L. Benne
		Chief Financial Officer and Treasurer

 

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