exv99w1
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>h17586e8vk.txt
<DESCRIPTION>I-SECTOR CORPORATION - AUGUST 10, 2004
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------


                                    FORM 8-K



                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                     the Securities and Exchange Act of 1934

               Date of Report: (Date of earliest event reported):
                       August 10, 2004 (August 10, 2004)


                              I-SECTOR CORPORATION
             (Exact name of registrant as specified in its charter)



<Table>
<S>                                     <C>                              <C>
        DELAWARE                                0-21479                              76-0515249
(State of Incorporation)                (Commission File Number)         (IRS Employer Identification No.)
</Table>



                             6401 SOUTHWEST FREEWAY
                              HOUSTON, TEXAS 77074
              (Address of Registrant's principal executive offices)

                                 (713) 795-2000
              (Registrant's telephone number, including area code)




                                (NOT APPLICABLE)
          (Former name or former address, if changed since last report)


<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     EXHIBIT 99.1  -  "I-Sector Corporation - Second Quarter Ended June 30,
                       2004 Results and Outlook."

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following announcement of earnings for the quarter ended June 30, 2004 and
the attached Exhibit 99.1 "I Sector Corporation - Second Quarter Ended June 30,
2004 - Results and Outlook" Powerpoint presentation was released on August 10,
2004. The presentation in Exhibit 99.1 is incorporated herein by reference.


HOUSTON--(BUSINESS WIRE)--August 11, 2004--I-Sector Corporation (AMEX:ISR -
News; the "Company") announced today its financial results for its second
quarter ended June 30, 2004.

For the Company's second quarter ended June 30, 2004, compared to the
corresponding prior year period:

         o        Revenue increased 37.9% to $21.9 million.

         o        Gross margin percentage improved from 17.2% to 19.6%.

         o        Gross profit dollars increased 57.5%.

         o        Selling, general and administrative expenses increased 18.9%.

         o        Net profitability improved from a net loss of $640,000 to a
                  profit of $51,000.

         o        Diluted EPS improved from a loss of $0.18 per share to a
                  profit of $0.01 per share.


Highlights of second quarter performance as compared to the corresponding prior
year period:

         o        Revenue sources:

                  o        Product revenue increased 31% and gross margin
                           remained the same at 11.8%.

                  o        Services revenues increased 88% and gross margin
                           improved from 18.1% to 34.0%.

                  o        Custom project/Stratasoft software revenue increased
                           44% and gross margin declined from 62% to 59.2%.

         o        Reportable segments:

                  o        Internetwork Experts revenue increased 38%, with
                           product revenue increasing 33% and services revenues
                           increasing 108%. Gross margin improved from 11.0% to
                           13.3%. Net operating income improved from a loss of
                           $16,000 to a profit of $76,000.

                  o        Stratasoft revenue increased 44%, with gross margin
                           declining from 62.0% to 59.2%. Net operating income
                           improved to a profit of $152,000 compared to a loss
                           of $407,000.

                  o        Valerent revenue increased 44%, with product revenue
                           declining 1% and services revenues increasing 70%.
                           Gross margin improved from 26.0% to 31.3%. Net
                           operating income improved to a profit of $136,000
                           from a loss of $176,000.

                  o        "Corporate," expenses, which consist of
                           corporate-level expenses that are not allocated to
                           subsidiaries, increased 29% to $301,000.


Commenting on the second quarter results, James H. Long, CEO of the Company,
stated, "Almost all aspects of our business showed marked improvement in the
second quarter, with improvement in all three revenue sources and all three
reportable subsidiary segments. 88% services revenues growth with substantially
improved services gross margins validates our efforts to achieve improved
results in this higher margin area of our business. All three of our
subsidiaries showed significant improvement in both revenue and operating
income. We accomplished this substantial revenue growth while holding the growth
of selling, general and administrative expenses to only 19%. Moreover, these
year-over-year results were accomplished without the





<PAGE>

benefit of acquisitions during the past year, with our last acquisition having
been in early April, 2003 and therefore contributing to both this quarter and
the prior year quarter. We accomplished these outstanding results while also
achieving other critical business objectives during the quarter, such as
completing a follow-on equity offering, making substantial progress in the
search for acquisition candidates necessary to rapidly create an organization
with a national presence, and moving our Dallas-based organization to new
facilities. We also won several significant contracts during the quarter,
including the largest contract in our history, which will help drive continued
revenue growth going forward. We saw a pickup in customer demand during the
second quarter that is continuing into the third quarter, and this strength in
demand is validating our belief that we are in the beginning stages of the move
towards adoption of converged IP communications by enterprise organizations."


Outlook:


The following statements are made by the Company and are based upon current
expectations. These statements are forward-looking, and actual results may
differ materially. We caution readers to consider this fact and to pay
particular attention to the statements made in the Safe Harbor Statement below.
We do not have contracts in hand that will generate the revenue that we expect
for the current and future quarters for which we provide our outlook. We base
our outlook for the future on input received from our customers, sales staff and
vendor partners, our current view of market conditions, our anticipated sales
and marketing efforts, our anticipated vendor pricing for products that we
resell to our customers, anticipated vendor incentive programs and our
anticipated expense structure.

         o        We expect revenue for our third quarter ending September 30,
                  2004 of approximately $24 million to $28 million, which
                  represents growth of approximately 14% to 32% as compared to
                  the corresponding prior year period revenue of $21.0 million.

         o        We expect a net profit of approximately $600,000 to $900,000
                  for our third quarter ending September 30, 2004, which
                  represents growth of approximately 209% to 364% as compared to
                  the corresponding prior year period profit of $194,000. The
                  variance between the high and low end of such range primarily
                  dependent upon the level of revenue, the mix of low-margin and
                  high-margin components of revenue, anticipated variances in
                  the amount of vendor incentive rebates expected for the
                  quarter and variances in variable expense items. The
                  significant improvement compared to the prior year period is
                  based on expected higher levels of revenue, expected improved
                  gross margins on product and services revenues and
                  comparatively lower growth in selling, general and
                  administrative expenses as compared to the expected higher
                  levels of revenue.

         o        Based on the total number of shares outstanding after our
                  recent equity offering completed in the second quarter, we
                  expect the fully diluted share count for our third quarter
                  ending September 30, 2004 to be approximately 5,500,000
                  shares, which compares to 3,974,298 for the corresponding
                  prior year period, resulting in per share earnings of $0.11 to
                  $0.17 based on the range of expected net profit, which
                  compares to a diluted per share net profit of $0.04 per share
                  for the corresponding prior year period.

         o        Providing an outlook for any period further out than the
                  current quarter is more challenging and is subject to a lesser
                  degree of accuracy than our current outlook. Attempts to
                  predict results for periods further in the future than the
                  current quarter are subject to increased risk and uncertainty
                  as compared to our attempt to predict the current quarter
                  results and are based upon the limited information available
                  to us at this time. That said, our current expectations for
                  our fourth quarter ending December 31, 2004, are for revenue
                  of approximately $23 million to $28 million, with net profit
                  ranging from approximately $200,000 to $400,000. The
                  sequential decrease in profitability as compared to our
                  expectations for our third quarter is expected to result
                  primarily from decreased realizable vendor incentives, which
                  based on current primary incentive program rules are
                  recognizable only when received by us (which for current
                  primary incentive programs is every other quarter, in our
                  first and third quarters), offset somewhat by expected
                  sequential growth in services revenues and Stratasoft software
                  sales.

         o        The forecasts set forth above are for the current organization
                  and do not include the effect of any future acquisitions. In
                  addition to internally generated growth, we anticipate making
                  selective acquisitions during the next twelve months, and
                  beyond that we expect will add additional revenue.




<PAGE>

                  There is no guarantee that any suitable acquisitions will be
                  identified or that any acquisition transactions will be
                  consummated.


Regarding the Company's outlook for the future, Mr. Long stated, "We feel more
confident about our outlook than we have in the past. This is based upon growing
optimism of our sales staff and sales management that customers are moving
forward with spending on significant converged IP communications
implementations, recently announced record-sized customer contract wins, the
fact that current "in hand contracts" represent a greater portion of our
forecasted revenue than in the past, and strength early in the current quarter.
We are seeing larger customer transactions, as compared to the past several
years, as customers begin to move forward with fully adopting IP Telephony
technology and perform network infrastructure upgrades necessary to implement IP
Telephony. As we continue to implement larger projects for customers, we expect
to continue to see improving relative services revenue growth, and we expect
that improving services revenues, together with somewhat improved services gross
margins, will continue to enhance operating results. Having consummated our
recent equity offering, we are working towards further increasing our credit
facilities to be able to finance the continued growth of revenue, and moving
forward with discussions with acquisition candidates, which we believe can help
us to continue to drive market share gains and gain entrance to new geographic
markets going forward."


Conference Call:

An investor conference call and webcast will be held by the Company between 8:00
a.m. and 9:00 a.m. Eastern time to present the results and updated outlook as
well as provide an opportunity to answer investor's questions in a public
format. James H. Long, Chairman and Chief Executive Officer, and Mark T. Hilz,
President and Chief Operating Officer will be on the call to present and answer
investor's questions

Investors will have three choices for participating in the call:

         o        Webcast only: A webcast slide presentation and streaming audio
                  will enable investors to view a slide presentation, listen to
                  the conference call and submit written questions to the
                  Company during the presentation.

         o        Dial in: Investors that wish to listen to the conference call
                  via traditional telephone without viewing the slide
                  presentation may do so by dialing into the call, and will be
                  able to submit questions during the question and answer period
                  via telephone.

         o        Webcast slides and telephone participation during Q&A:
                  Investors may use the Webcast to view slides and dial into the
                  conference call in order to submit questions via telephone
                  during the question and answer session

The conference call and webcast will begin promptly at 8:00 a.m. Eastern time,
and investors should visit the webcast site and/or call into the conference call
telephone number at least 10 minutes prior to that time. In order participate
via the webcast, either Real Player or Windows Media Player will be required.
Investor's can go through a system test by visiting the above Internet URL the
day prior to the conference call, and links to download either Real Player or
Windows Media Player will be available on the web page.

Access to the live webcast and/or conference call will be via:

         o        Web access: www.I-Sector.com/Q2call

         o        U.S. toll free dial-in conference call number: (888) 375-0308

         o        International/toll dial-in conference call number: (703)
                  708-0713

The content of the conference call will be available approximately one hour
after the end of the call, for seven days. The webcast, including synchronized
audio and slide presentation, will be available by visiting the above Internet
URL, or investors may call (888) 266-2081 or (703) 925-2533 and use access code
532165 to listen to the audio only portion of the call.


<PAGE>

Safe Harbor Statement:

The statements contained in this document and during the related conference call
that are not statements of historical fact (including in particular the
statements made in the Outlook section) including but not limited to, statements
identified by the use of terms such as "anticipate," "appear," "believe,"
"could," "estimate," "expect," "hope," "indicate," "intend," "likely," "may,"
"might," "plan," "potential," "project," "seek," "should," "will," "would," and
other variations or negative expressions of these terms, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and involve a number of risks and uncertainties. The actual results of
the future events described in the forward-looking statements in this document
could differ materially from those stated in the forward-looking statements due
to numerous factors, including:

         o        Market and economic conditions, including capital expenditures
                  by enterprises for communications products and services

         o        Whether anticipated contracts from which we expect revenues,
                  if any, in fact produce revenues, and whether that revenue, if
                  any, is recognized in the quarters in which we expect it

         o        The estimated needs of customers as conveyed to the Company
                  and the nature and volume of products and services anticipated
                  to be delivered

         o        The Company's ability to obtain sufficient volumes of products
                  for resale and maintain its relationship with its key
                  supplier, Cisco Systems, Inc.

         o        The continuance of, and the Company's ability to qualify for,
                  sales incentive programs from its key supplier

         o        The Company's ability to attract and retain key management,
                  sales and technical staff

         o        Risks associated with entry into new markets

         o        The Company's ability to identify suitable acquisition
                  candidates and successfully integrate acquired companies

         o        Broad market acceptance of Cisco-centric IP telephony products
                  and technology

         o        The Company's ability to finance continued growth

         o        Unexpected losses related to customer credit risk

         o        Catastrophic events

         o        Uncertainties related to rapid changes in the information and
                  communications technology industries

         o        Other risks and uncertainties set forth from time to time in
                  the Company's public statements and its most recent Annual
                  Report on Form 10-K for the year 2003


Recipients of this document are cautioned to consider these risks and
uncertainties and to not place undue reliance on these forward-looking
statements. The financial information contained in this release should be read
in conjunction with the consolidated financial statements and notes thereto
included in the Company's most recent reports on Form 10-K and Form 10-Q, each
as it may be amended from time to time. The Company's past results of operations
are not necessarily indicative of its operating results for any future periods.
The Company expressly disclaims any obligation or undertaking to update or
revise any forward-looking statement contained herein to reflect any change in
the Company's expectations with regard thereto, or any change in events,
conditions or circumstances upon which any statement is based.


About I-Sector Corporation:


I-Sector Corporation, headquartered in Houston, Texas (AMEX:ISR - News), owns
and operates companies that are engaged in the area of information and
communications technology, with a particular focus on Cisco- centric network
infrastructure and IP telephony solutions. Additional I-Sector information is
available on the Internet at www.I-Sector.com.



<PAGE>


                 I-SECTOR CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME
          (In thousands, except share and per share amounts)
                                   (Unaudited)


<Table>
<Caption>
                                                              Three months ended
                                                                    June 30,
                                                         -----------------------------
                                                             2003             2004
                                                         ------------     ------------
<S>                                                      <C>              <C>
Revenue:
   Products                                              $     12,703     $     16,609
   Services                                                     1,656            3,109
   Custom projects                                              1,511            2,169
                                                         ------------     ------------
   Total revenue                                               15,870           21,887
                                                         ------------     ------------
Cost of goods and services:
   Products                                                    11,210           14,650
   Services                                                     1,357            2,052
   Custom projects                                                574              886
                                                         ------------     ------------
   Total cost of goods and services                            13,141           17,588
                                                         ------------     ------------
         Gross profit                                           2,729            4,299

Selling, general and administrative expenses                    3,562            4,236
                                                         ------------     ------------
Operating income (loss)                                          (833)              63
Interest and other income, net                                     96              (26)
                                                         ------------     ------------
Income (loss) from continuing operations
 before benefit from income taxes                                (737)              37
Income tax benefit                                                (81)              (7)
                                                         ------------     ------------
Net income (loss) from continuing operations                     (656)              44
Minority interest                                                  --               (6)
Discontinued operations:
Gain on disposal of discontinued operations,
 net of taxes                                                      16               13
                                                         ------------     ------------
Net income (loss)                                        $       (640)    $         51
                                                         ------------     ------------
Net income (loss) per share Basic:
Net income (loss) from continuing operations             $      (0.19)    $       0.01
Minority interest                                                  --               --
Gain on disposal of discontinued operations,
 net of taxes                                                    0.01               --
                                                         ------------     ------------
Net income (loss) per share                              $      (0.18)    $       0.01
                                                         ------------     ------------
Diluted:
Net income (loss) from continuing operations             $      (0.19)    $       0.01
Minority interest                                                  --               --
Gain on disposal of discontinued operations,
 net of taxes                                                    0.01               --
                                                         ------------     ------------
Net income (loss) per share                              $      (0.18)    $       0.01
                                                         ------------     ------------
Shares used in computing net income (loss) per share:
Basic                                                       3,636,441        4,582,790
                                                         ------------     ------------
Diluted                                                     3,636,441        4,939,206
                                                         ------------     ------------
</Table>

                 See notes to consolidated financial statements


<PAGE>

                      I-SECTOR CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
               (In thousands, except share and per share amounts)
                                   (Unaudited)

<Table>
<Caption>
                                                               Six months ended
                                                                   June 30,
                                                         -----------------------------
                                                             2003             2004
                                                         ------------     ------------
<S>                                                      <C>              <C>
Revenue:
   Products                                              $     19,427     $     26,803
   Services                                                     2,944            5,053
   Custom projects                                              3,580            4,306
                                                         ------------     ------------
   Total revenue                                               25,951           36,162
                                                         ------------     ------------
Cost of goods and services:
   Products                                                    17,114           23,142
   Services                                                     2,457            3,338
   Custom projects                                              1,375            1,848
                                                         ------------     ------------
   Total cost of goods and services                            20,946           28,328
                                                         ------------     ------------
         Gross profit                                           5,005            7,834
Selling, general and administrative expenses                    6,939            7,734
                                                         ------------     ------------
Operating income (loss)                                        (1,934)             100
Interest and other income, net                                    106               (6)
                                                         ------------     ------------
Income (loss) from continuing operations
 before benefit from income taxes                              (1,828)              94
Income tax benefit                                                (81)              (1)
                                                         ------------     ------------
Net income (loss) from continuing operations                   (1,747)              95
Minority interest                                                  --               (6)
Discontinued operations:
Gain on disposal of discontinued operations,
 net of taxes                                                      16                2
                                                         ------------     ------------
Net income (loss)                                        $     (1,731)    $         91
                                                         ------------     ------------
Net income (loss) per share Basic:
Net income (loss) from continuing operations             $      (0.48)    $       0.02
Minority interest                                                  --               --
Gain on disposal of discontinued operations,
 net of taxes                                                      --               --
                                                         ------------     ------------
Net income (loss) per share                              $      (0.48)    $       0.02
                                                         ------------     ------------
Diluted:
Net income (loss) from continuing operations             $      (0.48)    $       0.02
Minority interest                                                  --               --
Gain on disposal of discontinued operations,
 net of taxes                                                      --               --
                                                         ------------     ------------
Net income (loss) per share                              $      (0.48)    $       0.02
                                                         ------------     ------------
Shares used in computing net income (loss) per share:
Basic                                                       3,632,978        4,280,599
                                                         ------------     ------------
Diluted                                                     3,632,978        4,658,296
                                                         ------------     ------------
</Table>



                 See notes to consolidated financial statements



<PAGE>

                      I-SECTOR CORPORATION AND SUBSIDIARIES
                          SEGMENT STATEMENTS OF INCOME
               (In thousands, except share and per share amounts)
                                   (Unaudited)

<Table>
<Caption>
                                                       Three months ended June 30,
                                         -------------------------------------------------------
                                                    2003                         2004
                                         -------------------------     -------------------------
                                           Amount           %            Amount           %
                                         ----------     ----------     ----------     ----------
<S>                                      <C>            <C>            <C>            <C>
Revenue:
 INX product                             $   12,253           77.2     $   16,354           74.7
 INX service                                    782            4.9          1,625            7.4
                                         ----------     ----------     ----------     ----------
     Total INX revenue                       13,035           82.1         17,979           82.1
                                         ----------     ----------     ----------     ----------
 Stratasoft - Custom projects                 1,511            9.5          2,169            9.9
 Valerent product                               509            3.2            505            2.3
 Valerent service                               874            5.5          1,484            6.8
                                         ----------     ----------     ----------     ----------
     Total Valerent revenue                   1,383            8.7          1,989            9.1
  Eliminations revenue                          (59)          (0.3)          (250)          (1.1)
                                         ----------     ----------     ----------     ----------
        Total revenue                        15,870          100.0         21,887          100.0
Cost of sales and service:
 INX product                                 10,846           88.5         14,440           88.3
 INX service                                    757           96.8          1,145           70.5
                                         ----------     ----------     ----------     ----------
    Total INX cost of sales and
     service                                 11,603           89.0         15,585           86.7
 Stratasoft - Custom projects                   574           49.9            886           40.8
 Valerent product                               424           83.3            460           91.1
 Valerent service                               599           68.5            907           61.1
                                         ----------     ----------     ----------     ----------
     Total Valerent cost of sales and
      service                                 1,023           74.0          1,367           68.7
  Eliminations of cost of sales and
   service                                      (59)         100.0           (250)         100.0
                                         ----------     ----------     ----------     ----------
        Total cost of sales and
         service                             13,141           82.8         17,588           80.4
Gross profit:
      INX product                             1,407           11.5          1,914           11.7
      INX service                                25            3.2            480           29.5
                                         ----------     ----------     ----------     ----------
    Total INX gross profit                    1,432           11.0          2,394           13.3
 Stratasoft - Custom projects                   937           62.0          1,283           59.2
 Valerent product                                85           16.7             45            8.9
 Valerent service                               275           31.5            577           38.9
                                         ----------     ----------     ----------     ----------
    Total Valerent gross profit                 360           26.0            622           31.3
                                         ----------     ----------     ----------     ----------
         Total gross profit                   2,729           17.2          4,299           19.6
Selling, general and administrative
 expenses:
 INX                                          1,448           11.1          2,318           12.9
 Stratasoft                                   1,344           88.9          1,131           52.1
 Valerent                                       536           38.8            486           24.4
 Corporate                                      234           (NA)            301           (NA)
                                         ----------     ----------     ----------     ----------
Total selling, general and
 administrative expenses                      3,562           22.4          4,236           24.1
Operating income (loss):
 INX                                            (16)          (0.1)            76            0.4
 Stratasoft                                    (407)         (26.9)           152            7.0
 Valerent                                      (176)         (12.7)           136            6.8
 Corporate                                     (234)          (NA)           (301)          (NA)
                                         ----------     ----------     ----------     ----------
    Total operating income (loss)              (833)          (5.2)            63            0.3
Interest and other income (expense),
 net                                             96            0.6            (26)          (0.1)
                                         ----------     ----------     ----------     ----------
Income (loss) from continuing
 operations before benefit for income
 tax benefit                                   (737)          (4.6)            37            0.2
Benefit for income taxes                        (81)          (0.5)            (7)           0.0
                                         ----------     ----------     ----------     ----------
Net income (loss) from continuing
 operations                                    (656)          (4.1)            44            0.3
Minority interest                                --            0.0             (6)           0.0
Discontinued operations:
Gain on disposal, net of taxes                   16            0.1             13            0.0
                                         ----------     ----------     ----------     ----------
Net income (loss)                        $     (640)          (4.0)    $       51            0.3
                                         ----------     ----------     ----------     ----------
</Table>




<PAGE>

                      I-SECTOR CORPORATION AND SUBSIDIARIES
                          SEGMENT STATEMENTS OF INCOME
               (In thousands, except share and per share amounts)
                                   (Unaudited)

<Table>
<Caption>
                                                        Six months ended June 30,
                                         -------------------------------------------------------
                                                    2003                          2004
                                         -------------------------     -------------------------
                                           Amount           %            Amount            %
                                         ----------     ----------     ----------     ----------

<S>                                      <C>            <C>            <C>            <C>
Revenue:
 INX product                             $   18,840           72.6     $   26,415           73.0
 INX service                                  1,334            5.1          2,538            7.0
                                         ----------     ----------     ----------     ----------
     Total INX revenue                       20,174           77.7         28,953           80.0
                                         ----------     ----------     ----------     ----------
 Stratasoft - Custom projects                 3,580           13.8          4,306           11.9
 Valerent product                               703            2.7            839            2.3
 Valerent service                             1,685            6.5          2,515            7.0
                                         ----------     ----------     ----------     ----------
     Total Valerent revenue                   2,388            9.2          3,354            9.3
  Eliminations revenue                         (191)          (0.7)          (451)          (1.2)
                                         ----------     ----------     ----------     ----------
        Total revenue                        25,951          100.0         36,162          100.0
Cost of sales and service:
 INX product                                 16,690           88.6         22,822           86.4
 INX service                                  1,274           95.5          1,735           68.4
                                         ----------     ----------     ----------     ----------
    Total INX cost of sales and
     service                                 17,964           89.0         24,557           84.8
 Stratasoft - Custom projects                 1,374           38.4          1,848           42.9
 Valerent product                               615           87.5            771           91.9
 Valerent service                             1,184           70.2          1,603           63.7
                                         ----------     ----------     ----------     ----------
     Total Valerent cost of sales and
      service                                 1,799           75.3          2,374           70.8
  Eliminations of cost of sales and
   service                                     (191)         100.0           (451)         100.0
                                         ----------     ----------     ----------     ----------
        Total cost of sales and
         service                             20,946           80.7         28,328           78.3
Gross profit:
      INX product                             2,150           11.4          3,593           13.6
      INX service                                60            4.5            803           31.6
                                         ----------     ----------     ----------     ----------
    Total INX gross profit                    2,210           11.0          4,396           15.2
 Stratasoft - Custom projects                 2,206           61.6          2,458           57.1
 Valerent product                                88           12.5             68            8.1
 Valerent service                               501           29.7            912           36.3
                                         ----------     ----------     ----------     ----------
    Total Valerent gross profit                 589           24.7            980           29.2
                                         ----------     ----------     ----------     ----------
         Total gross profit                   5,005           19.3          7,834           21.7
Selling, general and administrative
 expenses:
 INX                                          2,393           11.9          4,202           14.5
 Stratasoft                                   2,941           82.2          2,150           49.9
 Valerent                                     1,096           45.9            876           26.1
 Corporate                                      509           (NA)            506           (NA)
                                         ----------     ----------     ----------     ----------
Total selling, general and
 administrative expenses                      6,939           26.7          7,734           21.4
Operating income (loss):
 INX                                           (183)          (0.9)           194            0.7
 Stratasoft                                    (735)         (20.5)           308            7.2
 Valerent                                      (507)         (21.2)           104            3.1
 Corporate                                     (509)          (NA)           (506)          (NA)
                                         ----------     ----------     ----------     ----------
    Total operating income (loss)            (1.934)          (7.4)           100            0.3
Interest and other income (expense),
 net                                            106            0.4             (6)           0.0
                                         ----------     ----------     ----------     ----------
Income (loss) from continuing
 operations before benefit for income
 tax benefit                                 (1,828)          (7.0)            94            0.3
Benefit for income taxes                        (81)          (0.3)            (1)           0.0
                                         ----------     ----------     ----------     ----------
Net income (loss) from continuing
 operations                                  (1,747)          (6.7)            95            0.3
Minority interest                                --            0.0             (6)           0.0
Discontinued operations:
Gain on disposal, net of taxes                   16            0.0              2            0.0
                                         ----------     ----------     ----------     ----------
Net income (loss)                        $   (1,731)          (6.7)    $       91            0.3
                                         ----------     ----------     ----------     ----------
</Table>



----------
Contact:

     I-Sector Corporation
     James H. Long, 713-795-2000

     or

     PR Financial Marketing LLC
     Jim Blackman, 713-256-0369
     jimblackman@prfinancialmarketing.com







<PAGE>



                                    SIGNATURE

         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: August 10, 2004

                                            I-SECTOR CORPORATION


                                            By: /s/ JAMES H. LONG
                                                --------------------------------
                                                James H. Long
                                                Chief Executive Officer, Chief
                                                Financial Officer, President and
                                                Chairman of the Board


<PAGE>
                                 EXHIBIT INDEX


     EXHIBIT
     NUMBER                                DESCRIPTION
     -------                               -----------

      99.1        --  "I-Sector Corporation - Second Quarter Ended June 30, 2004
                       Results and Outlook."

</TEXT>
</DOCUMENT>
EX-99.1 2 h17586exv99w1.htm SECOND QUARTER ENDED RESULTS AND OUTLOOK
 

I-Sector Corporation AMEX: ISR Second Quarter Ended June 30, 2004 Results and Outlook


 

Safe Harbor Statement This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements associated with words such as "anticipate," "believe," "expect," "hope," "should," "will" or other similar words are forward-looking statements. Actual events, performance or results may differ materially from those indicated due to numerous factors, many of which we have little or no control over, and some of which we may not be successful in addressing. Numerous of these factors are set forth in our financial results press release issued today as well as in our 2003 annual report on Form 10-K, which we urge you to read. This presentation is made as of August 11, 2004. We will not revise or update the forward looking statements contained herein as events and circumstances change. AMEX: ISR


 

2nd Quarter Consolidated Results Of Operations AMEX: ISR Quarter Ended June 30, 2003 2004 Change Revenue $15,870 $21,887 38% Gross profit 2,729 4,299 58% Gross margin 17.2% 19.6% SG&A expenses 3,562 4,236 19% Net income (loss) (640) 51 Diluted shares 3,636 4,939 EPS (0.18) 0.01 Unaudited; In thousands, except EPS


 

2nd Quarter Results Compared To Our Guidance AMEX: ISR Revenue was $21.9 million vs. guidance of $20-$23 million. Net profit was $51,000 vs. guidance of $150,000-$350,000. Net profit was below the mid-point of guidance even though revenue was with guidance primarily because of four issues totaling about 0.9% of revenue: Higher margin Stratasoft revenue was below our expectation $100,000 (+/-) Internetwork Experts personnel costs higher than planned $ 85,000 Equity offering expenses not allocated to offering cost $ 32,000 Settlement of EEOC/former employee matter $ 24,000 Legal fees higher than expected $ 20,000 Unaudited


 

YTD / 6 Months Consolidated Results Of Operations AMEX: ISR 6 Months Ended June 30, 2003 2004 Change Revenue $25,951 $36,162 39% Gross profit 5,005 7,834 57% Gross margin 19.3% 21.7% SG&A expenses 6,939 7,734 11% Net Income (loss) (1,731) 91 Diluted shares 3,633 4,658 EPS (0.48) 0.02 Unaudited; In thousands, except EPS


 

2nd Quarter Consolidated Revenue Sources AMEX: ISR Quarter Ended June 30, 2003 2004 Change Product sales $12,703 $16,609 31% Gross margin 11.8% 11.8% Services 1,656 3,109 88% Gross margin 18.1% 34.0% Custom projects/Stratasoft software 1,511 2,169 44% Gross margin 62.0% 59.2% Unaudited; In thousands


 

Internetwork Experts, Inc. AMEX: ISR Quarter Ended June 30, 2003 2004 Change Unaudited, In thousands 2nd Qtr Subsidiary / Segment Results Operating Results Revenue Sources Product sales $12,253 $16,354 33% Gross profit 1,407 1,914 36% Gross margin 11.5% 11.7% Services $ 782 $ 1,625 108% Gross profit 25 480 1,820% Gross margin 3.2% 29.5% Revenue $13,035 $17,979 38% Gross profit 1,432 2,394 67% Gross margin 11.0% 13.3% SG&A expenses 1,448 2,318 60% Operating income (16) 76


 

Stratasoft, Inc. AMEX: ISR Quarter Ended June 30, 2003 2004 Change Operating Results Revenue $1,511 $2,169 44% Gross profit 937 1,283 37% Gross margin 62.0% 59.2% SG&A expenses 1,344 1,131 (16%) Operating income (407) 152 2nd Qtr Subsidiary / Segment Results Unaudited; In thousands


 

Valerent, Inc. AMEX: ISR Quarter Ended June 30, 2003 2004 Change Unaudited, In thousands Operating Results Revenue Sources Product sales $ 509 $ 505 (1%) Gross profit 85 45 (49%) Gross margin 17.1% 8.7% Services $ 874 $ 1,484 70% Gross profit 275 577 111% Gross margin 31.4% 38.9% Revenue $ 1,383 $ 1,989 44% Gross profit 360 622 72% Gross margin 26.0% 31.3% SG&A expenses 536 486 (9%) Operating income (176) 136 2nd Qtr Subsidiary / Segment Results


 

Selected Balance Sheet Information AMEX: ISR Dec 31, Jun 30, 2003 2004 (unaudited) Assets: Cash $ 2,172 $ 7,220 Accounts receivables, net 9,802 13,253 Inventory 1,038 1,949 Non-current assets 3,124 3,032 Liabilities: Debt $ 2,013 $ 272 Accounts payable 6,524 9,801 Accrued expenses 2,676 2,828 Stockholders' equity $ 6,619 $14,335 In thousands


 

AMEX: ISR Dec 31, Jun 30, 2003 2004 Change On-hand inventory $ 418 $ 555 33% In-transit inventory 209 1,060 407% Other inventory categories 411 334 (18.3%) Total balance sheet inventory $ 1,038 $ 1,949 88% Most of inventory increase was "in-transit inventory" This is an indicator of activity at quarter-end in which Cisco ships product in the last days of the quarter - such inventory is sold to customer the next month. Unaudited, In thousands Balance Sheet - Inventory


 

2nd Quarter Achievements Road show and completed equity offering. Moved Dallas office to new facilities. New contracts: Contract expected to generate $25 to $35 million over four quarters. Contract to implement 3,500 IP Telephony phones with expected revenue of $1.7 million over two quarters. Began process of increasing credit facility used to purchase Cisco products; temporary credit line increase is in place; working to increase credit facility from $15 million to $25 million. Stratasoft introduced new work flow management application for Cisco IP communications. Started acquisition expansion effort. AMEX: ISR


 

Status Of Our Search For Accretive Acquisitions Identified over 50 organizations in U.S. that might be targets. Target organizations range in size from approximately $5 million to $50 million in annual revenues. Visited with and engaged in discussions with six firms ranging in size from approximately $10 million to $20 million in annual revenue. AMEX: ISR


 

Outlook / Forecast for Q3 and Q4 Revenue growth of 14%-29% to $24-$28 million compared to $21.0 million Net profit of $600,000 to $900,000 compared to a profit of $194,000. Diluted EPS of $0.11 to $0.17 on 5,500,000 shares compared to $0.04 on 3,974,298 shares. AMEX: ISR Third Quarter Ending 9/30/04 Revenue growth of 58%-77% to $24-$27 million. Net profit of $200,000 to $400,000 compared to a loss of $299,000. Diluted EPS of $0.04 to $0.07 on 5,600,000 shares compared to a loss of $0.08 on 3,874,730 shares. Fourth Quarter Ending 12/31/04 Forward-looking statement subject to risks. Please see Safe Harbor Statement


 

Annual Trend Based On Mid-Point Of Outlook For Q3 and Q4 2000 2001 2002 2003 2004 Revenue 17.087 23.62 42.021 62.152 87.66 AMEX: ISR 2004 data is a based on mid-range of outlook for Q3 and Q4 and is subject to risks. Please see Safe Harbor Statement 2000 2001 2002 2003 2004 -5.36 -4.278 -2.356 -2.334 1.141 Revenue Net Profit (Loss)


 

Our Optimism Is Growing AMEX: ISR Forward-looking statement subject to risks. Please see Safe Harbor Statement It appears that customer demand is growing and that the move to "full adoption" of IP Telephony and converged IP Communications technology is moving forward. Our expectation for revenues is for record levels of revenue over the next two reportable quarters. The current quarter started off very strong. The percentage of our current and next quarter revenue forecast that is supported by "contracts in hand" is the highest ever. Demand by our customers for our higher gross margin services appears to be stronger than ever before. We are optimistic that there are at least several acquisition targets that are a good fit and which could be closed relatively quickly.