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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
INTRUSION INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-39608 | 75-1911917 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 101
East Park Blvd, Suite
1200 Plano, Texas |
75074 |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 234-6400
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | INTZ | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
The following information is furnished pursuant to Item 2.02, Disclosure of Results of Operations and Financial Condition.
On November 3, 2022, Intrusion Inc. issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| 99.1 | Press Release Issued by Intrusion Inc. on November 3, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| INTRUSION INC. | ||
| Dated: November 3, 2022 | By: | /s/ Kimberley Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Intrusion, Inc. Reports Third Quarter of Fiscal 2022 Results
New Intrusion Shield products reach general availability
PLANO, Texas, November 3, 2022 (GLOBE NEWSWIRE) -- Intrusion Inc. (NASDAQ: INTZ), a leader in cyberattack prevention solutions, announced today financial results for the third quarter of fiscal year 2022.
Recent Financial & Business Highlights:
| · | Third quarter revenue of $2.2 million was up $0.1 million or 7% sequentially and up $0.4 million or 21% year-over-year. | |
| · | Intrusion Shield revenue increased 70% year-over-year and represented approximately 15% of total revenue in the quarter. | |
| · | New Shield Cloud and Shield Endpoint products reach general availability in the third quarter. | |
| · | The Company continued to improve its financial flexibility by entering into a Securities Purchase Agreement raising $4 million during the third quarter. |
“We are continuing to execute on our strategic initiatives through the launch of our new products and partnerships we have announced,” said Tony Scott, CEO of Intrusion. “While we continue to invest in our Shield On-Premise, the addition of the Cloud and Endpoint solutions improves the accessibility of our advanced threat intelligence dataset and sets the stage as we continue to execute along our multi-year product roadmap in support of the growing future demand in the space. I am optimistic about the ways in which our new and existing products stand up to the most challenging threats today.”
Scott continued, “The threats from cybercriminals and ransomware remain prevalent. While the macroeconomic environment poses some challenges to broader IT budgets, the outlook for cybersecurity is robust and we continue to expect investments in cybersecurity, specifically in the market subsegments in which we operate. Intrusion is well-positioned for sustainable growth in this dynamic space with products designed to serve the rapidly expanding hybrid and cloud environment. We believe that the actions that we are taking today set us up well to end the year and move into 2023 with strong momentum.”
Third Quarter Financial Results
Revenue for the third quarter of 2022 was $2.2 million, an increase of $0.1 million sequentially and $0.4 million compared with the third quarter of the prior year.
The gross profit margin was 54.6% for the third quarter of 2022, an increase of 6.2% when compared to the third quarter of 2021.
Operating expenses in the third quarter of 2022 were $5.0 million, a decrease from $7.0 million in the comparable quarter of last year.
The net loss for the third quarter of 2022 was ($2.9) million, or ($0.15) per share, compared to a loss of ($6.1) million, or ($0.34) per share for the third quarter of 2021.
As of September 30, 2022, cash and cash equivalents were $6.9 million, up from $4.1 million on December 31, 2021.
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Conference Call
Intrusion’s management will host a conference call today at 4:00 P.M., CST. Interested investors can access the live call by dialing 1-888-330-2041, or 1-646-960-0151 for international callers, and providing the following access code: 6774917. The call will also be webcast live LINK. For those unable to participate in the live conference call, a replay will be accessible beginning tonight at 7:00 P.M. CST until November 10, 2022, by dialing 1-800-770-2030, or 1-647-362-9199 for international callers, and entering the following access code: 6774917. Additionally, a live and archived audio webcast of the conference call will be available at www.intrusion.com.
About Intrusion Inc.
Intrusion, Inc. is a cybersecurity company based in Plano, Texas. The Company offers its customers access to its exclusive threat intelligence database containing the historical data, known associations, and reputational behavior of over 8.5 billion IP addresses. After years of gathering global internet intelligence and working exclusively with government entities, the company released its first commercial product in 2021. Intrusion Shield is designed to allow businesses to incorporate a Zero Trust, reputation-based security solution into their existing infrastructure. Intrusion Shield observes traffic flow and instantly blocks known malicious or unknown connections from both entering or exiting a network to help protect against Zero-Day and ransomware attacks. Incorporating Intrusion Shield into a network can elevate an organization's overall security posture by enhancing the performance and decision-making of other solutions in its cybersecurity architecture.
Cautionary Statement Regarding Forward-Looking Information
This release may contain certain forward-looking statements, including, without limitation, our expectations for positive results from our recent sales, marketing, and strategic initiatives, which statements reflect management’s expectations regarding future events and operating performance. These forward-looking statements speak only as of the date hereof and involve a number of risks and uncertainties, including the risk that our recent sales, marketing, and strategic efforts will not result in increased product awareness or sales of our Intrusion Shield. These statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including, the risk that the Company does not achieve the anticipated results from its current sales, marketing, operational, and product development initiatives, as well as risks that we have detailed in the Company’s most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.”
IR Contact
Alpha IR Group
Mike Cummings or Sam Cohen
INTZ@alpha-ir.com
Source: Intrusion, Inc.
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INTRUSION INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||||||
| Revenue | $ | 2,192 | $ | 1,819 | $ | 6,085 | $ | 5,632 | ||||||||
| Cost of Revenue | 995 | 939 | 2,814 | 2,795 | ||||||||||||
| Gross Profit | 1,197 | 880 | 3,271 | 2,837 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Sales and marketing | 1,711 | 3,533 | 4,485 | 9,376 | ||||||||||||
| Research and development | 1,456 | 1,863 | 4,592 | 4,862 | ||||||||||||
| General and administrative | 1,852 | 1,592 | 5,961 | 4,261 | ||||||||||||
| Operating Loss | (3,822 | ) | (6,108 | ) | (11,767 | ) | (15,662 | ) | ||||||||
| Interest and Other Income | 2,002 | 19 | 2,004 | 87 | ||||||||||||
| Interest Expense | (1,061 | ) | (8 | ) | (1,657 | ) | (11 | ) | ||||||||
| Gain on extinguishment of debt | – | – | – | 635 | ||||||||||||
| Gain on lease termination | (35 | ) | – | 385 | – | |||||||||||
| Net loss | $ | (2,916 | ) | $ | (6,097 | ) | $ | (11,035 | ) | $ | (14,951 | ) | ||||
| Net loss per share: | ||||||||||||||||
| Basic | $ | (0.15 | ) | $ | (0.34 | ) | $ | (0.57 | ) | $ | (0.85 | ) | ||||
| Diluted | $ | (0.15 | ) | $ | (0.34 | ) | $ | (0.57 | ) | $ | (0.85 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 19,826 | 17,909 | 19,433 | 17,692 | ||||||||||||
| Diluted | 19,826 | 17,909 | 19,433 | 17,692 | ||||||||||||
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INTRUSION INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
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September 30, 2022 |
December 31, 2021 |
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| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 6,906 | $ | 4,100 | ||||
| Accounts receivable | 916 | 1,034 | ||||||
| Prepaid expenses and other assets | 2,858 | 356 | ||||||
| Total current assets | 10,680 | 5,490 | ||||||
| Noncurrent Assets: | ||||||||
| Property and equipment: | ||||||||
| Equipment | 2,740 | 2,517 | ||||||
| Capitalized software development | 890 | – | ||||||
| Furniture and fixtures | 43 | 43 | ||||||
| Leasehold improvements | 67 | 67 | ||||||
| Property, plant and equipment, gross | 3,740 | 2,627 | ||||||
| Accumulated depreciation and amortization | (1,994 | ) | (1,567 | ) | ||||
| Property and equipment, net | 1,746 | 1,060 | ||||||
| Finance leases, right-of-use assets, net | 1,211 | 1,709 | ||||||
| Operating leases, right-of-use assets, net | 581 | 808 | ||||||
| Other assets | 137 | 166 | ||||||
| Total noncurrent assets | 3,675 | 3,743 | ||||||
| TOTAL ASSETS | $ | 14,355 | $ | 9,233 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable, trade | $ | 1,156 | $ | 718 | ||||
| Accrued expenses | 1,114 | 534 | ||||||
| Finance lease liabilities, current portion | 667 | 644 | ||||||
| Operating lease liabilities, current portion | 315 | 935 | ||||||
| Notes payable, current portion | 9,574 | – | ||||||
| Deferred revenue | 869 | 560 | ||||||
| Total current liabilities | 13,695 | 3,391 | ||||||
| Noncurrent Liabilities: | ||||||||
| Notes payable, noncurrent portion | 844 | – | ||||||
| Finance lease liabilities, noncurrent portion | 67 | 673 | ||||||
| Operating lease liabilities, noncurrent portion | 290 | 1,250 | ||||||
| Total noncurrent liabilities | 1,201 | 1,923 | ||||||
| Commitments and Contingencies - See Note 8 | – | – | ||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, $0.01 par value: Authorized shares – 5,000 Issued shares – 0 in 2022 and 2021 | – | – | ||||||
| Common stock $0.01 par value: Authorized shares – 80,000; Issued shares – 20,883 in 2022 and 19,135 in 2021; Outstanding shares – 20,873 in 2022 and 19,125 in 2021 | 209 | 191 | ||||||
| Common stock held in treasury, at cost – 10 shares | (362 | ) | (362 | ) | ||||
| Additional paid-in capital | 90,787 | 84,230 | ||||||
| Accumulated deficit | (91,132 | ) | (80,097 | ) | ||||
| Accumulated other comprehensive loss | (43 | ) | (43 | ) | ||||
| Total stockholders’ equity | (541 | ) | 3,919 | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 14,355 | $ | 9,233 | ||||
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