UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 | ||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to | ||
COMMISSION FILE NUMBER 0-20191
Intrusion Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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75-1911917 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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1101 EAST ARAPAHO ROAD, SUITE 200 |
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75081 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (972) 234-6400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2012: $5,401,000.
As of March 28, 2013, 12,172,017 shares of the issuer’s Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement filed in connection with the Registrant’s 2013 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
INTRUSION INC.
Item 1. Description of Business.
In addition to the historical information contained herein, the discussion in this Annual Report on Form 10-K contains certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, such as statements concerning:
· growth and anticipated operating results;
· developments in our markets and strategic focus;
· new products and product enhancements;
· potential acquisitions and the integration of acquired businesses, products and technologies;
· strategic relationships and future economic and business conditions.
The cautionary statements made in this Form 10-K should be read as being applicable to all related forward-looking statements whenever they appear in this Form 10-K. Our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the section captioned “Risk Factors” in Item 1A of this Form 10-K as well as those cautionary statements and other factors set forth elsewhere herein.
General
We develop, market and support a family of entity identification, high speed data mining, regulated information compliance, data privacy protection and network intrusion prevention/detection products. Our product families include:
· TraceCop™ for identity discovery and disclosure,
· Savant™ for network data mining,
· Compliance Commander™ for regulated information and data privacy protection, and
· SecureNet™ for network intrusion prevention and detection.
We market and distribute our products through a direct sales force to:
· end-users,
· value-added resellers,
· system integrators,
· managed service providers, and
· distributors.
Our end-user customers include:
· U.S. federal government entities,
· foreign government entities,
· local government entities,
· banks,
· credit unions,
· other financial institutions,
· hospitals and other healthcare providers, and
· other customers.
Essentially, our end-users can be defined as any end-users requiring network security solutions for protecting their mission critical data.
We were organized in Texas in September 1983 and reincorporated in Delaware in October 1995. Our principal executive offices are located at 1101 East Arapaho Road, Suite 200, Richardson, Texas 75081, and our telephone number is (972) 234-6400. Our website URL is www.intrusion.com. References to the “Company”, “we”, “us”, “our”, “Intrusion” or “Intrusion Inc.” refer to Intrusion Inc. and its subsidiaries. Compliance Commander, SecureNet, TraceCop and Savant are trademarks of Intrusion Inc.
On March 29, 2006, we entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) to establish a $1.0 million line of credit (the “2006 Credit Line”). On June 30, 2008, we entered into an Amended and Restated Loan and Security Agreement with SVB to, among other things, replace the 2006 Credit Line with a $2.5 million line of credit (the “2008 Credit Line”). On June 25, 2012, we entered into the Fourth Amendment to the Amended and Restated Loan and Security Agreement (as amended, the “Loan Agreement”) with SVB to replace our expiring line with a $0.625 million line of credit (the “Current Line of Credit”). Our obligations under the Loan Agreement are secured by substantially all of our assets, including all of our intellectual property. In addition, G. Ward Paxton, the Company’s Chairman, President and Chief Executive Officer, has established a Guaranty Agreement with SVB securing all outstanding balances under the Current Line of Credit. Borrowings under the Current Line of Credit are based on advances (each an “Advance”) against certain of our accounts receivable that are approved by SVB (each an “Eligible Account”). SVB may make an Advance of up to eighty percent (80%) of each Eligible Account, or such other percentage SVB may determine in its sole discretion. Each Advance is subject to a finance charge calculated as a daily rate that is based on a 360-day annual rate of the greater of the prime rate plus 2.0% or 7.0%. Finance charges are payable at the same time its related Advance is due. Each Advance is also subject to a monthly collateral handling fee of 0.5% of all outstanding Advances, depending on certain qualifying financial factors specified in the Loan Agreement. The collateral handling fee is payable at the same time its related Advance is due. Each Advance must be repaid at the earliest of (a) the date that the Eligible Account related to the Advance is paid, (b) the date the Eligible Account is no longer eligible under the Loan Agreement, or (c) the date on which any “Adjustment” (as defined in the Loan Agreement) is asserted to the Eligible Account. On June 24, 2013, the Loan Agreement terminates and all outstanding Advances, accrued but unpaid finance charges, outstanding collateral handing fees, and other amounts become due under the Loan Agreement and related documents. We have certain non-financial and financial covenants, including a liquidity coverage ratio and a rolling EBITDA computation, as defined in the Loan Agreement.
On February 9, 2012, the Company entered into an unsecured revolving promissory note to borrow up to $2,200,000 from G. Ward Paxton, the Company’s Chief Executive Officer. Under the terms of the note, the Company may borrow, repay and reborrow on the loan as needed up to an outstanding principal balance due of $2,200,000 at any given time through March 2013.
On February 7, 2013, the Company entered into an unsecured revolving promissory note to borrow up to $2,200,000 from G. Ward Paxton, the Company’s Chief Executive Officer. Under the terms of the note, the Company may borrow, repay and reborrow on the loan as needed up to an outstanding principal balance due of $2,200,000 at any given time through March 2014.
Amounts borrowed from this officer accrue interest at a floating rate per annum equal to SVB’s prime rate plus 1% (5% at December 31, 2012). All outstanding borrowings and accrued but unpaid interest is due on March 31, 2014. As of December 31, 2012, the borrowings outstanding totaled $1,530,000 and accrued interest totaled $130,000.
Government Sales
Sales to U.S. government customers accounted for 40.5% of our revenues for the year ended December 31, 2012, compared to 38.4% of our revenue in 2011. We expect to continue to derive a substantial portion of our revenues from sales to governmental entities in the future as we continue to market our entity identification products, our data mining products, our regulated compliance and data leakage prevention products and our network intrusion prevention products to the government. Sales to the government present risks in addition to those involved in sales to commercial customers that could adversely affect our revenues, including potential disruption due to irregularities in or interruptions to appropriation and spending patterns, delays in approving a federal budget and the government’s reservation of the right to cancel contracts and purchase orders for its convenience.
Generally, we make our sales under purchase orders and contracts. Our customers, including government customers, may cancel their orders or contracts with little or no prior notice and without penalty. Although we transact business with various government entities, we believe that the cancellation of any particular order in itself could have a material adverse effect on our financial results. Because we derive and expect to continue to derive a substantial portion of our revenue from sales to government entities, a large number of cancelled or renegotiated government orders or contracts could have a material adverse effect on our financial results. Currently, we are not aware of any proposed cancellation or renegotiation of any of our existing arrangements with government entities.
Industry Background
We develop, market and support a family of entity identification products, data mining, regulated information compliance and data privacy protection, and network intrusion prevention/detection products. Our product families include:
· TraceCop for identity identification;
· Savant for data mining;
· Compliance Commander for regulated information compliance and data privacy protection; and
· SecureNet for network intrusion prevention and detection.
Intrusion’s products help protect critical information assets by quickly detecting, protecting, analyzing and reporting attacks or misuse of classified, private and regulated information for government and enterprise networks.
Products
TraceCop
Our TraceCop product family includes a database of worldwide IP addresses which are regularly updated. In addition, other information and analysis results, such as geo-location data, may also be included. Customers use the TraceCop data to aid in the identification and location of individuals involved in cyber crime. In addition to the IP database, the TraceCop family includes analysis software and a GUI interface to assist analysts in locating the bad guys. We license TraceCop to our customers for a fee and offer continuing maintenance and upgrade services for the TraceCop database. We either install and service the database at the Intrusion facility or install the TraceCop database on a customer server onsite.
Savant
Savant, a new product offering announced in the first quarter of 2010, is a high-speed network data mining product which organizes the data into networks of relationships. Savant operates on networks with data flows of up to 20 gigabits (10 gigabits at full duplex). Savant can read and record up to 20 gigabits without dropping packets. Some of the unique features include analysis which determines associations. Uses of the Savant product include data mining and internet habits of the customer’s network users. The Savant solution provides real-time access and insight into a company’s own indisputable and quantifiable network data for more effective, unbiased decision making. We believe this new insight can provide the ability to address many of today’s major challenges faced by corporations, such as company infrastructure issues, performance issues, and identifying the true “Wizards” or recognized experts within their organization. Savant provides deep inspection of network traffic recording interesting data and relationships. Savant is a software product which we license to our customers and for which we sell maintenance and upgrades. We also re-sell the server required to implement Savant into the customer’s network.
Compliance Commander
Compliance Commander is our data leak prevention product family. Compliance Commander is a software product which operates on a standard computer or server and connects in-line to the customers’ network. We license the Compliance Commander software to our customers and sell software maintenance and upgrades. We also resell standard computers for implementation of the software.
SecureNet
SecureNet is our Network Intrusion/Detection product family. SecureNet is a software product that operates on a standard computer or server and connects in-line to the customer’s network. We license the SecureNet software to our customers and additionally sell software maintenance and upgrades. We also resell standard computers for implementation of the software.
Third-Party Products
We currently resell standard commercially available computers and servers from various vendors which we integrate with our different software products for implementation into our customer networks. We do not consider any of these third party relationships to be material to the Company’s business or results of operations.
Customer Services
In addition to offering our listed products, we also offer a wide range of services, including design and configuration, project planning, training, installation and maintenance.
Product Development
The network security industry is characterized by rapidly changing technology, standards and customer demands all shaped by the current state of the economy. We believe that our future success depends in large part upon the timely enhancement of existing products as well as the development of new technologically advanced products that meet industry standards, perform successfully and simplify the users’ tasks so that they can do more with fewer resources. We are currently marketing TraceCop, Savant, Compliance Commander and SecureNet products to meet emerging market requirements and are continuously engaged in testing to ensure that our products interoperate with other manufacturers’ products, which comply with industry standards.
During 2012 and 2011, our research and development expenditures were approximately $1.7 and $1.6 million, respectively. All of our expenditures for research and development have been expensed as incurred. At December 31, 2012, we had 19 employees engaged in research, product development and engineering.
Manufacturing and Supplies
Our internal manufacturing operations consist primarily of replication of software on CDs, packaging, testing and quality control of finished units.
The hardware we sell are standard off-the-shelf products, which we sell directly to OEM customers or resell from our suppliers.
Intellectual Property and Licenses
Our success and our ability to compete are dependent, in part, upon our proprietary technology. We principally rely on a combination of contractual rights, trade secrets and copyright laws to establish and protect our proprietary rights in our products. In addition, we have recently applied for two patents with one being successfully issued and the other remaining in process. We have also entered into non-disclosure agreements with our suppliers, resellers and certain customers to limit access to and disclosure of proprietary information. There can be no assurance that the steps taken by us to protect our intellectual property will be adequate to prevent misappropriation of our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology.
We have entered into software and product license agreements with various suppliers. These license agreements provide us with additional software and hardware components that add value to our security products. These license agreements do not provide proprietary rights that are unique or exclusive to us and are generally available to other parties on the same or similar terms and conditions, subject to payment of applicable license fees and royalties. We do not consider any of the product license, software or supplier agreements to be material to our business, but rather complementary to our business and product offerings.
Sales, Marketing and Customers
Field Sales Force. Our direct sales organization focuses on major account sales, channel partners including distributors, value added resellers (VARs) and integrators; promotes our products to current and potential customers; and monitors evolving customer requirements. The field sales and technical support force provides training and technical support to our resellers and end users and assists our customers in designing secure data networking solutions. We currently conduct sales and marketing efforts from our principal office in Richardson (Dallas), Texas. In addition, we have sales personnel, sales engineers or sales representatives located in California, Europe and Asia.
Distributors. We have signed distribution agreements with distributors in the United States, Europe and Asia. In general, these relationships are non-exclusive.
Resellers. Resellers such as domestic and international system integrators and VARs sell our products as stand-alone solutions to end users and integrate our products with products sold by other vendors into network security systems that are sold to end users. Our field sales force and technical support organization provide support to these resellers. Our agreements with resellers are non-exclusive, and our resellers generally sell other products that may compete with our products. Resellers may place higher priority on products of other suppliers who are larger and have more name recognition, and there can be no assurance that resellers will continue to sell and support our products.
Foreign Sales. We believe that rapidly evolving international markets are important sources of future sales. Our export sales are currently being made through an indirect sales force comprised of international resellers in Europe and Asia. Export sales accounted for approximately 0.1% of total revenue in 2012 compared to 0.2% in 2011. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this report for a geographic breakdown of our revenue in 2012 and 2011. Sales to foreign customers and resellers generally have been made in United States dollars.
Marketing. We have implemented several methods to market our products, including participation in trade shows and seminars, telemarketing, distribution of sales literature and product specifications and ongoing communication with our resellers and installed base of end-user customers.
Customers. Our end-user customers include U.S. federal government entities, foreign government entities, banks, credit unions, other financial institutions, hospitals and other healthcare providers. Sales to certain customers and groups of customers can be impacted by seasonal capital expenditure approval cycles, and sales to customers within certain geographic regions can be subject to seasonal fluctuations in demand.
In 2012, 40.5% of our revenue was derived from a variety of U.S. government entities through direct sales and indirectly through system integrators and resellers. In 2012, 38.2% of our total revenues are attributable to four U.S. Government customers through direct and indirect channels, two of which exceeded 10% of total revenue individually in 2012. Comparatively, sales to the U.S. Government through direct and indirect channels totaled 38.4% of total revenues for 2011 and 34.2% of our total revenues in 2011 were attributable to three customers, one of which exceeded 10% of our total revenues individually. A reduction in our sales to U.S. government entities could have a material adverse effect on our business and operating results if not replaced.
Backlog. We believe that only a small portion of our order backlog is non-cancelable and that the dollar amount associated with the non-cancelable portion is immaterial. We purchase, or contract for the purchase of, our inventory based upon our forecast of customer demand and we maintain inventories in advance of receiving firm orders from customers. Commercial orders are generally fulfilled within two days to two weeks following receipt of an order. Certain government orders may be scheduled over several months, generally not exceeding one year.
Customer Support, Service and Warranty. We service, repair and provide technical support for our products. Our field sales and technical support force works closely with resellers and end-user customers on-site and by telephone to assist with pre- and post-sales support services such as network security design, system installation and technical consulting. By working closely with our customers, our employees increase their understanding of end-user requirements and provide input to the product development process.
We warrant all of our products against defects in materials and workmanship for periods ranging from 90 days to 12 months. Before and after expiration of the product warranty period, we offer both on-site and factory-based support, parts replacement and repair services. Extended warranty services are separately invoiced on a time and materials basis or under an annual maintenance contract.
Competition
The market for network and data protection security solutions is intensely competitive and subject to frequent product introductions with new technologies, improved price and performance characteristics. Industry suppliers compete in areas such as conformity to existing and emerging industry standards, interoperability with networking and other security products, management and security capabilities, performance, price, ease of use, scalability, reliability, flexibility, product features and technical support. The market for identity identification and data mining is more fragmented and thus allows more opportunities for small companies to compete in.
There are numerous companies competing in various segments of the data security markets. At this time, we have limited competitors for TraceCop; however, we expect competitors to emerge in the future. These competitors perform some of the functions that we perform with TraceCop but not all of the functions. Also, we have been collecting the TraceCop data continuously for more than six years. We believe that none of our current or future competitors have the ability to provide this historical data. In our newest market segment, data mining, we compete with several small companies including Niksun and NetScout. Our competitors in the regulated information compliance market include Vontu (Symantec), Port Authority (Websense), Vericept, Reconnex (McAfee Inc.), Tablus (RSA Security) and a small number of start-up companies that entered the space within the last two years. Our principal competitors in the network intrusion prevention and detection market include Internet Security Systems, Inc. (IBM), Cisco Systems, Inc., Symantec, Inc., Netscreen (Juniper Networks, Inc.), McAfee Inc., Tipping Point Technologies, a division of 3Com Corporation, and NFR Security (Checkpoint).
Furthermore, some of our competitors have substantially greater financial, technical, sales and marketing resources, better name recognition and a larger customer base than we do. Even if we do introduce advanced products that meet evolving customer requirements in a timely manner, there can be no assurance that our new products will gain market acceptance.
Certain companies in the network security industry have expanded their product lines or technologies in recent years as a result of acquisitions. Further, more companies have developed products which conform to existing and emerging industry standards and have sought to compete on the basis of price. We anticipate increased competition from large networking equipment vendors, which are expanding their capabilities in the network security market. In addition, we anticipate increased competition from private “start-up” companies that have developed, or are developing, advanced security products. Increased competition in the security industry could result in significant price competition, reduced profit margins or loss of market share, any of which could have a material adverse effect on our business, operating results and financial condition. There can be no assurance that we will be able to compete successfully in the future with current or new competitors.
Employees
As of December 31, 2012, we employed a total of 31 full time persons, including 8 in sales, marketing and technical support, 19 in research, product development and engineering, and 4 in administration and finance.
None of our employees are represented by a labor organization, and we are not a party to any collective bargaining agreement. We have not experienced any work stoppages and consider our relations with our employees to be good.
Competition in the recruiting of personnel in the networking and data security industry is intense. We believe that our future success will depend in part on our continued ability to hire, motivate and retain qualified management, sales, marketing, and technical personnel. To date, we have not experienced significant difficulties in attracting or retaining qualified employees.
In addition to the other information in this Form 10-K, the following factors should be considered in evaluating Intrusion Inc. and our business.
We may not have sufficient cash to operate our business and may not be able to maintain certain liquidity requirements under our existing debt instruments. Additional debt and equity offerings to fund future operations may not be available and, if available, may significantly dilute the value of our currently outstanding common stock.
As of December 31, 2012, we had cash and cash equivalents of approximately $52,000, down from approximately $308,000 as of December 31, 2011. We generated net loss of $246,000 for the year ended December 31, 2012 compared to a net loss of $933,000 for the year ended December 31, 2011. As of December 31, 2012, in addition to cash and cash equivalents of $52,000, we had $456,000 in funding available under our $0.625 million line of credit at Silicon Valley Bank (“SVB”) and $0.67 million funding available from a promissory note to borrow up to $2.2 million from G. Ward Paxton, the Company’s Chief Executive Officer. We are currently obligated to make payments of accrued dividends on all our outstanding shares of preferred stock in aggregate amount equal to $279,000 that will reduce our future cash resources if and as when we become legally able to pay these accrued dividends under Delaware law. Based on projections of growth in revenue and net income in the coming quarters, and the borrowings available previously mentioned, we believe that we will have sufficient cash resources to finance our operations and expected capital expenditures for the next twelve months. We expect to fund our operations through Company profits, our line of credit, borrowings from the Company’s CEO, and
possibly additional investments of private equity and debt, which, if we are able to obtain, will have the effect of diluting our existing common stockholders, perhaps significantly. Any equity or debt financings, if available at all, may be on terms which are not favorable to us and, in the case of equity financings, may result in dilution to our stockholders. If our operations do not generate positive cash flow in the upcoming year, or if we are not able to obtain additional debt or equity financing on terms and conditions acceptable to us, if at all, we may be unable to implement our business plan, fund our liquidity needs or even continue our operations.
We had a net loss of $0.2 million for the year ended December 31, 2012 and have an accumulated deficit of $59.0 million as of December 31, 2012. To achieve sustainable profitability, we must generate increased revenue.
For the year ended December 31, 2012, we sustained a net loss of $0.2 million and had an accumulated deficit of approximately $59.0 million as of December 31, 2012, compared to a net loss of $0.9 million and an accumulated deficit of approximately $58.8 million as of December 31, 2011. We need to generate greater revenue from the sales of our products if we are to sustain profitability. If we are unable to generate greater revenue, net losses may continue and we may never be able to sustain profitability or generate positive cash flow from operations in the future.
If our newer products do not achieve market acceptance, our revenue growth may suffer.
Our new network security products and entity identification products have been in the market place for a limited period of time and may have longer sales cycles than our previous products. Accordingly, we may not achieve the meaningful revenue growth needed to sustain operations. We can provide no assurances that sales of our newer products will continue to grow or generate sufficient revenues to sustain our business. If we are unable to recognize revenues due to longer sales cycles or other problems, our results of operations will be adversely affected, perhaps materially.
We have not yet received broad market acceptance for our newer products. We cannot assure you that our present or future products will achieve market acceptance on a sustained basis. In order to achieve market acceptance and achieve future revenue growth, we must introduce complementary security products, incorporate new technologies into our existing product lines and design, develop and successfully commercialize higher performance products in a timely manner. We cannot assure you that we will be able to offer new or complementary products that gain market acceptance quickly enough to avoid decreased revenues during current or future product introductions or transitions.
A large percentage of our revenues are received from U.S. government entities, and the loss of any one of these customers could reduce our revenues and materially harm our business and prospects.
A large percentage of our revenues result from sales to U.S. government entities. If we were to lose one or more of these key relationships, our revenues could decline and our business and prospects may be materially harmed. We expect that even if we are successful in developing relationships with non-governmental customers, our revenues will continue to be concentrated among government entities. For the years ended December 31, 2010, 2011 and 2012, sales to U.S. government entities collectively accounted for 60.3%, 38.4% and 40.5% of our total net revenues, respectively. The loss of any of these key relationships may send a negative message to other U.S. government entities or non-governmental customers concerning our product offering. We cannot assure you that U.S. government entities will be customers of ours in future periods or that we will be able to diversify our customer portfolio to adequately mitigate the risk of loss of any of these customers.
Government customers involve unique risks, which could adversely impact our revenues.
We expect to continue to derive a substantial portion of our revenues from U.S. government customers in the future. Sales to the government present risks in addition to those involved in sales to commercial customers, including potential disruption due to appropriation and spending patterns, delays in approving a federal budget and the government’s right to cancel contracts and purchase orders for its convenience. General political and economic conditions, which we cannot accurately predict, directly and indirectly may affect the quantity and allocation of expenditures by federal departments. In addition, obtaining government contracts may involve long purchase and payment cycles, competitive bidding, qualification requirements, delays or changes in funding, budgetary constraints, political agendas, extensive specification development and price negotiations and milestone requirements. Each government entity also maintains its own rules and regulations with which we must comply and which can vary significantly among departments. As a result, cutbacks or re-allocations in the federal budget or losses of government sales due to other factors could have a material adverse effect on our revenues and operating results.
We are highly dependent on sales made through indirect channels, the loss of which would materially adversely affect our operations.
For the years ended December 31, 2010, 2011 and 2012, we derived 61.0%, 39.3% and 33.1% of our revenues from sales through indirect sales channels, such as distributors, value-added resellers, system integrators, original equipment manufacturers and managed service providers. We must expand our sales through these indirect channels in order to increase our revenues. We cannot assure you that our products will gain market acceptance in these indirect sales channels or that sales through these indirect sales channels will increase our revenues. Further, many of our competitors are also trying to sell their products through these indirect sales channels, which could result in lower prices and reduced profit margins for sales of our products.
The payment of dividends on our preferred stock may strain our cash resources.
On March 25, 2004, we completed a $5,000,000 private placement pursuant to which we issued 1,000,000 shares of our 5% Convertible Preferred Stock (the “Series 1 Preferred Stock”) and warrants to acquire 556,619 shares of our common stock. The conversion price for the Series 1 Preferred Stock is $3.144 per share. As of February 28, 2013, there were 220,000 shares of the Series 1 Preferred Stock outstanding, representing approximately 349,873 shares of common stock upon conversion.
On March 28, 2005, we completed a $2,663,000 private placement pursuant to which we issued 1,065,200 shares of our Series 2 5% Convertible Preferred Stock (the “Series 2 Preferred Stock”) and warrants to acquire 532,600 shares of our common stock. The conversion price for the Series 2 Preferred Stock is $2.50 per share. As of February 28, 2013, there were 460,000 shares of the Series 2 Preferred Stock outstanding, representing 460,000 shares of common stock upon conversion.
On December 2, 2005, we completed a $1,230,843 private placement pursuant to which we issued 564,607 shares of our Series 3 5% preferred stock (the “Series 3 Preferred Stock”) and warrants to acquire 282,306 shares of our common stock. The conversion price for the Series 3 Preferred Stock is $2.18 per share. As of February 28, 2013, there were 354,056 shares of Series 3 Preferred Stock outstanding, representing 354,056 shares of common stock upon conversion.
If we are unable to pay scheduled dividends on shares of our preferred stock it could potentially result in additional consequences, some of them material.
Delaware law provides that we may only pay dividends out of our capital surplus or, if no surplus is available, out of our net profits for the fiscal year the dividend is declared and/or the preceding fiscal year. We currently have dividend payments that are past due because we do not currently have a capital surplus or fiscal year net profits. We cannot assure you that our net assets will exceed our stated capital or that we will have sufficient net profits in order to pay these dividends in the future. These dividends continue to accrue on all our outstanding shares of preferred stock, regardless of whether we are legally able to pay them. If we continue to be unable to pay dividends on our preferred stock, we will be required to accrue an additional late fee penalty of 18% per annum on the unpaid dividends for the Series 2 Preferred Stock and Series 3 Preferred Stock. Our CEO, CFO and one outside board member who are invested in Series 2 and Series 3 Preferred Stock have waived any possible late fee penalties. In addition to this late penalty, the holders of our Series 2 Preferred Stock and Series 3 Preferred Stock could elect to present us with written notice of our failure to pay dividends as scheduled, in which case we would have 45 days to cure such a breach. In the event that we failed to cure the breach, the holders of these shares of preferred stock would then have the right to require us to redeem their shares of preferred stock for a cash amount calculated in accordance with their respective certificates of designation. If we were required to redeem all shares of Series 2 Preferred Stock and Series 3 Preferred Stock as of February 28, 2013 the aggregate redemption price we would owe would be $2.0 million.
You will experience substantial dilution upon the conversion or redemption of the shares of preferred stock or in the event we raise additional funds through the issuance of new shares of our common stock or securities convertible or exercisable into shares of common stock.
On March 28, 2013, we had 12,172,017 shares of common stock outstanding. Upon conversion of all outstanding shares of preferred stock, we will have 13,335,946 shares of common stock outstanding, approximately a 9.6% increase in the number of shares of our common stock outstanding.
In addition, management may issue additional shares of common stock or securities exercisable or convertible into shares of common stock in order to finance our continuing operations. Any future issuances of such securities would have
additional dilutive effects on the existing holders of our Common Stock.
Further, the occurrence of certain events could entitle holders of our Series 2 Preferred Stock and Series 3 Preferred Stock to require us to redeem their shares for a certain number of shares of our common stock. Assuming (i) we have paid all liquidated damages and other amounts to the holders, (ii) paid all outstanding dividends, (iii) a volume weighted average price of $0.31, which was the ten-day volume weighted average closing price of our common stock on March 8, 2013, and (iv) our 12,172,017 shares of common stock outstanding on March 8, 2013, upon exercise of their redemption right by the holders of the Series 3 Preferred Stock and the Series 2 Preferred Stock, we would be obligated to issue approximately 11,524,000 shares of our common stock. This would represent an increase of approximately 95.5% in the number of shares of our common stock as of March 8, 2013.
The conversion of preferred stock we issued in the private placements may cause the price of our common stock to decline.
The holders of the shares of our 5% Preferred Stock may freely convert their shares of preferred stock and sell the underlying shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission. As of February 28, 2013, 780,000 shares of our 5% Preferred Stock had converted into 1,240,457 shares of common stock.
The holders of the shares of Series 2 5% Preferred Stock may freely convert their shares of preferred stock and sell the underlying shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission. As of February 28, 2013, 605,200 shares of Series 2 Preferred Stock had converted into 605,200 shares of common stock.
The holders of the shares of Series 3 5% Preferred Stock may freely convert their shares of Series 3 Preferred Stock and sell the underlying shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission. As of February 28, 2013, 210,551 shares of Series 3 Preferred Stock had converted into 210,551 shares of common stock.
For the four weeks ended on March 8, 2013, the average daily trading volume of our common stock on the OTCBB was 4,470 shares. Consequently, if holders of preferred stock elect to convert their remaining shares and sell a material amount of their underlying shares of common stock on the open market, the increase in selling activity could cause a decline in the market price of our common stock. Furthermore, these sales, or the potential for these sales, could encourage short sales, causing additional downward pressure on the market price of our common stock.
Certain rights of the holders of our preferred stock and the terms of our secured credit line may hinder our ability to raise additional financing.
Under the terms of our preferred stock instruments, we cannot issue shares of capital stock with rights senior to those of our existing 5% Preferred Stock, Series 2 5% Preferred Stock or Series 3 5% Preferred Stock without the approval of at least a majority of the holders of our 5% Preferred Stock, all of the holders of our Series 2 5% Preferred Stock, and holders of at least 75% of our Series 3 5% Preferred Stock voting or acting as separate classes. We also cannot incur certain indebtedness without the approval of at least a majority of the holders of each class of our Preferred Stock. Furthermore, the terms of our secured credit line with SVB include covenants which restrict our ability to incur additional debt and pay certain dividends. The combination of these provisions could hinder or delay our ability to raise additional debt or equity financing.
You will experience substantial dilution upon the exercise of stock options currently outstanding.
On March 8, 2013, we had 12,172,017 shares of common stock outstanding. Upon the exercising of current options issued at or below the exercise price of $0.50, we will have 13,347,199 shares of common stock outstanding, approximately an 11.5% increase in the number of shares of our common stock outstanding.
We resemble a developmental stage company and our business strategy may not be successful.
From our founding in 1983 until 2000, we derived substantially all of our revenue from the design, manufacture and sale of local area networking equipment. In order to permit us to focus our resources solely on developing and marketing our network security products, we sold our local area networking assets and related networking divisions. We now depend exclusively on revenues generated from the sale of our network security products, which have received limited market acceptance. We have recently introduced our entity identification and data mining products, and the market for these products has only begun to emerge. We can provide no assurances that our newly introduced products will ever achieve widespread market acceptance or that an adequate market for these products will ever emerge. Consequently, we resemble a
developmental stage company and will face the following inherent risks and uncertainties:
· the need for our entity identification and data mining products to achieve market acceptance and produce a sustainable revenue stream;
· our ability to manage costs and expenses;
· our dependence on key personnel;
· our ability to obtain financing on acceptable terms; and
· our ability to offer greater value than our competitors.
Our business strategy may not successfully address these risks. If we fail to recognize significant revenues from the sales of our entity identification and data mining products, our business, financial condition and operating results would be materially adversely affected.
Our management and larger stockholders exercise significant control over our company and have the ability to approve or take actions that may be in conflict to your interests.
As of February 28, 2013, our executive officers, directors and preferred stockholders beneficially own approximately 28% of our voting power. In addition, other related parties control approximately 30% of our voting power. As a result, these stockholders will be able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, which could delay or prevent someone from acquiring or merging with us. These stockholders may use their influence to approve or take actions that may be adverse to the interests of holders of our Common Stock. Further, we contemplate the possible issuance of shares of our Common Stock or of securities exercisable or convertible into shares of our Common Stock in the future to our Chief Executive Officer and Chief Financial Officer. Any such issuance will increase the percentage of stock our Chief Executive Officer, Chief Financial Officer and our management group beneficially hold.
We face intense competition from both start-up and established companies that may have significant advantages over us and our products.
The market for our products is intensely competitive. There are numerous companies competing with us in various segments of the data security markets, and their products may have advantages over our products in areas such as conformity to existing and emerging industry standards, interoperability with networking and other security products, management and security capabilities, performance, price, ease of use, scalability, reliability, flexibility, product features and technical support.
Our principal competitors in the data mining market include Niksun and NetScout. Our principal competitors in the network intrusion prevention and detection market include Internet Security Systems, Inc. (IBM), Cisco Systems, Inc., Symantec, Inc., Juniper Networks, Inc., McAfee Inc., Tipping Point Technologies, a division of 3Com Corporation, and NFR Security, Inc. Our competitors in the regulated information compliance market include Vontu (Symantec), Port Authority (Websense), Vericept, Reconnex (McAfee Inc.), Tablus (RSA Security) and a small number of start-up companies that entered the space within the last two years. Our current and potential competitors may have one or more of the following significant advantages over us:
· greater financial, technical and marketing resources;
· better name recognition;
· more comprehensive security solutions;
· better or more extensive cooperative relationships; and
· larger customer base.
We cannot assure you that we will be able to compete successfully with our existing or new competitors. Some of our competitors may have, in relation to us, one or more of the following: longer operating histories, longer-standing relationships with OEM and end-user customers and greater customer service, public relations and other resources. As a
result, these competitors may be able to more quickly develop or adapt to new or emerging technologies and changes in customer requirements, or devote greater resources to the development, promotion and sale of their products. Additionally, it is likely that new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share.
If we fail to respond to rapid technological changes in the network security industry, we may lose customers or our products may become obsolete.
The network security industry is characterized by frequent product introductions, rapidly changing technology and continued evolution of new industry standards. We must also introduce upgrades to our products rapidly in response to customer needs such as new computer viruses or other novel external attacks on computer networks. In addition, the nature of the network security industry requires our products to be compatible and interoperable with numerous security products, networking products, workstation and personal computer architectures and computer and network operating systems offered by various vendors, including our competitors. As a result, our success depends upon our ability to develop and introduce in a timely manner new products and enhancements to our existing products that meet changing customer requirements and evolving industry standards. The development of technologically advanced network security products is a complex and uncertain process requiring high levels of innovation, rapid response and accurate anticipation of technological and market trends. We cannot assure you that we will be able to identify, develop, manufacture, market or support new or enhanced products successfully in a timely manner. Further, we or our competitors may introduce new products or product enhancements that shorten the life cycle of our existing products or cause our existing products to become obsolete.
Our products are highly technical and if they contain undetected errors, our business could be adversely affected and we might have to defend lawsuits or pay damages in connection with any alleged or actual failure of our products and services.
Our products are highly technical and complex, are critical to the operation of many networks and, in the case of our security products, provide and monitor network security and may protect valuable information. Our products have contained and may contain one or more undetected errors, defects or security vulnerabilities. Some errors in our products may only be discovered after a product has been installed and used by end customers. Any errors or security vulnerabilities discovered in our products after commercial release could result in loss of revenues or delay in revenue recognition, loss of customers and increased service and warranty cost, any of which could adversely affect our business and results of operations. In addition, we could face claims for product liability, tort or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention. In addition, if our business liability insurance coverage is inadequate or future coverage is unavailable on acceptable terms or at all, our financial condition could be harmed.
A breach of network security could harm public perception of our security products, which could cause us to lose revenues.
If an actual or perceived breach of network security occurs in the network of a customer of our security products, regardless of whether the breach is attributable to our products, the market perception of the effectiveness of our products could be harmed. This could cause us to lose current and potential end customers or cause us to lose current and potential value-added resellers and distributors. Because the techniques used by computer hackers to access or sabotage networks change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques.
If our products do not interoperate with our customers’ networks, installations will be delayed or cancelled and could harm our business.
Our products are designed to interface with our customers’ existing networks, each of which have different specifications and utilize multiple protocol standards and products from other vendors. Many of our customers’ networks contain multiple generations of products that have been added over time as these networks have grown and evolved. Our products will be required to interoperate with many or all of the products within these networks as well as future products in order to meet our customers’ requirements. If we find errors in the existing software or defects in the hardware used in our customers’ networks, we may have to modify our software or hardware to fix or overcome these errors so that our products will interoperate and scale with the existing software and hardware, which could be costly and negatively impact our operating results. In addition, if our products do not interoperate with those of our customers’ networks, demand for our products could be adversely affected, orders for our products could be cancelled or our products could be returned. This could hurt our operating results, damage our reputation and seriously harm our business and prospects.
Our products can have long sales and implementation cycles, which may result in us incurring substantial expenses before realizing any associated revenues.
The sale and implementation of our products to large companies and government entities typically involves a lengthy education process and a significant technical evaluation and commitment of capital and other resources. This process is also subject to the risk of delays associated with customers’ internal budgeting and other procedures for approving capital expenditures, deploying new technologies within their networks and testing and accepting new technologies that affect key operations. As a result, sales and implementation cycles for our products can be lengthy, and we may expend significant time and resources before we receive any revenues from a customer or potential customer. Our quarterly and annual operating results could be materially harmed if orders forecast for a specific customer and for a particular period are not realized.
Consolidation in the network security industry may limit market acceptance of our products.
Several of our competitors have acquired security companies with complementary technologies in the past. We expect consolidation in the network security industry to continue in the future. These acquisitions may permit our competitors to accelerate the development and commercialization of broader product lines and more comprehensive solutions than we currently offer. Acquisitions of vendors or other companies with which we have a strategic relationship by our competitors may limit our access to commercially significant technologies. Further, business combinations in the network security industry are creating companies with larger market shares, customer bases, sales forces, product offerings and technology and marketing expertise, which may make it more difficult for us to compete.
We must adequately protect our intellectual property in order to prevent loss of valuable proprietary information.
We rely primarily on a combination of patent, copyright, trademark and trade secret laws, confidentiality procedures and non-disclosure agreements to protect our proprietary technology. However, unauthorized parties may attempt to copy or reverse-engineer aspects of our products or to obtain and use information that we regard as proprietary. Policing unauthorized use of our products is difficult, and we cannot be certain that the steps we have taken will prevent misappropriation of our intellectual property. This is particularly true in foreign countries where the laws may not protect proprietary rights to the same extent as the laws of the United States and may not provide us with an effective remedy against unauthorized use. If our protection of our intellectual property proves to be inadequate or unenforceable, others may be able to use our proprietary developments without compensation to us, resulting in potential cost advantages to our competitors.
We may incur substantial expenses defending ourselves against claims of infringement.
There are numerous patents held by many companies relating to the design and manufacture of network security systems. Third parties may claim that our products infringe on their intellectual property rights. Any claim, with or without merit, could consume our management’s time, result in costly litigation, cause delays in sales or implementations of our products or require us to enter into royalty or licensing agreements. Royalty and licensing agreements, if required and available, may be on terms unacceptable to us or detrimental to our business. Moreover, a successful claim of product infringement against us or our failure or inability to license the infringed or similar technology on commercially reasonable terms could seriously harm our business.
Fluctuations in our quarterly revenues may cause the price of our common stock to decline.
Our operating results have varied significantly from quarter to quarter in the past, and we expect our operating results to vary from quarter to quarter in the future due to a variety of factors, many of which are outside of our control. Significant portions of our expenses are not variable in the short term and we cannot reduce them quickly to respond to unexpected decreases in revenues. Therefore, if revenues are below our expectations, this shortfall is likely to adversely and disproportionately affect our operating results. Accordingly, we may not attain positive operating margins in future quarters. Any of these factors could cause our operating results to be below the expectations of securities analysts and investors, which likely would negatively affect the price of our common stock.
The price of our common stock has been volatile in the past and may continue to be volatile in the future due to factors outside of our control.
The market price of our common stock has been highly volatile in the past and may continue to be volatile in the future. For example, in fiscal year 2012, the market price of our common stock on the Over The Counter Bulletin Board (“OTCBB”) market fluctuated between $0.18 and $0.75 per share. The market price of our common stock may fluctuate significantly in the future in response to a number of factors, many of which are outside our control, including:
· variations in our quarterly operating results;
· changes in estimates of our financial performance by securities analysts;
· changes in market valuations of our competitors;
· thinly traded common stock;
· announcements by us or our competitors of new products, significant contracts, acquisitions, strategic relationships, joint ventures or capital commitments;
· product or design flaws, product recalls or similar occurrences;
· additions or departures of key personnel;
· sales of common stock in the future; and
· fluctuations in stock market prices and volume, which are relatively typical for high technology companies.
Our acquisition of complementary products or businesses may adversely affect our financial condition.
We have made acquisitions in the past and, in the future we may acquire or invest in additional companies, business units, product lines or technologies to accelerate the development of products and sales channels complementary to our existing products and sales channels. Negotiation of potential acquisitions and integration of acquired products, technologies or businesses could divert our management’s time and resources. Future acquisitions could cause us to issue equity securities that would dilute your ownership of us, incur debt or contingent liabilities, amortize intangible assets or write off in-process research and development, goodwill and other acquisition-related expenses that could seriously harm our financial condition and operating results. Further, if we are not able to properly integrate acquired products, technologies or businesses with our existing products and operations, train, retain and motivate personnel from the acquired business or combine potentially different corporate cultures, we may not receive the intended benefits of our acquisitions, which could adversely affect our business, operating results and financial condition.
Compliance with export regulations may hinder our sales to foreign customers.
Certain of our data security products incorporate encryption and other technology that may require clearance and export licenses from the U.S. Department of Commerce under United States export regulations. Any inability to obtain these clearances or licenses or any foreign regulatory approvals, if required, on a timely basis could delay sales and have a material adverse effect on our operating results.
Our headquarters are located in a two-story building in Richardson, Texas. We occupy approximately 28,000 square feet of floor space in this facility. This facility houses our corporate administration, operations, marketing, research and development, engineering, sales and technical support personnel. The lease for this facility extends through April 2017.
Approximately thirty percent of our security software research and development and engineering staff is located in two separate small facilities in San Diego, California. The leases for these facilities are currently set to expire in March 2014.
We believe that the existing facilities at December 31, 2012 will be adequate to meet our operational requirements through 2013. We believe that all such facilities are adequately covered by appropriate property insurance. See Note 4 to our Consolidated Financial Statements for additional information regarding our obligations under leases.
We are subject to legal proceedings and claims that arise in the ordinary course of business. We do not believe that any claims exist where the outcome of such matters would have a material adverse affect on our consolidated financial position, operating results or cash flows. However, there can be no assurance such legal proceedings will not have a material impact on future results.
Item 5. Market for Common Equity and Related Stockholder Matters and Business Issuer Purchases of Equity Securities.
Our common stock trades on the OTCBB, where it is currently listed under the symbol “INTZ.” As of February 28, 2013, there were approximately 125 registered holders of record of our common stock. The following table sets forth, for the periods indicated, the high and low closing price per share of our common stock, as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
|
|
|
2012 |
|
2011 |
| ||||||||
|
|
|
High |
|
Low |
|
High |
|
Low |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
First Quarter |
|
$ |
.75 |
|
$ |
.31 |
|
$ |
.85 |
|
$ |
.41 |
|
|
Second Quarter |
|
.65 |
|
.35 |
|
. 69 |
|
.32 |
| ||||
|
Third Quarter |
|
.60 |
|
.25 |
|
.80 |
|
.30 |
| ||||
|
Fourth Quarter |
|
.55 |
|
.33 |
|
.75 |
|
.31 |
| ||||
We have not declared or paid cash dividends on our common stock in our two most recent fiscal years. We intend to retain any earnings for use in our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Future dividends on common stock, if any, will be determined by our Board of Directors. However, shares of our 5% convertible preferred stock accrue cash dividends equal to $0.25 per share per annum, payable in arrears on March 31 and September 30 of each year, and shares of our Series 2 5% and Series 3 5% convertible preferred stock accrue cash dividends equal to $0.125 and $0.109 per share per annum, respectively, payable in arrears on the first business day of March, June, September and December of each year. During the fiscal year ended December 31, 2012, we accrued $55,000 in dividends to the holders of our 5% Preferred Stock, $58,000 in dividends to the holders of our Series 2 5% Preferred Stock and $39,000 in dividends to the holders of our Series 3 5% Preferred Stock. Delaware law provides that we may only pay dividends out of our capital surplus or, if no surplus is available, out of our net profits for the fiscal year the dividend is declared and/or the preceding fiscal year.
All stock option plans under which our common stock is reserved for issuance have previously been approved by our stockholders. The following table provides summary information as of December 31, 2012 for all of our equity compensation plans (in thousands, except per share data). See Note 9 to our consolidated financial statements for additional discussion.
|
|
|
Number of shares of |
|
Weighted average |
|
No. of shares of |
| |
|
|
|
|
|
|
|
|
| |
|
Equity compensation plans approved by security holders |
|
2,779 |
(1) |
$ |
0.78 |
|
829.5 |
|
|
Equity compensation plans not approved by security holders |
|
— |
|
— |
|
— |
| |
|
Total |
|
2,779 |
|
$ |
0.78 |
|
829.5 |
|
(1) Included in the outstanding options are 2,573,500 from the 2005 Stock Incentive Plan, 188,175 from the 1995 Stock Option Plan and 17,500 from the 1995 Non-Employee Director Stock Option Plan.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This Annual Report on Form 10-K, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Description of Business,” contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, levels of activity, performance or achievements. Factors that may cause actual results to differ materially from current expectations, which we describe in more detail elsewhere in this Annual Report on Form 10-K under the heading “Risk Factors,” include, but are not limited to:
· failure to respond to rapid technological changes in the network security industry;
· failure of our network intrusion detection, regulated information compliance, and entity identification products to achieve market acceptance;
· our status as a developmental stage company;
· our need to generate substantially greater revenues from sales in order to sustain and increase our profitability;
· intense competition from both start-up and established companies that may have significant advantages over us and our products;
· disruption to our business due to military actions;
· long sales and implementation cycles of our products;
· insufficient cash to operate our business;
· the effect of consolidation in the network security industry;
· risks involved with Government and international customers;
· our inability to expand our sales;
· failure to adequately protect our intellectual property; or
· the rights of the holders of our preferred stock and the terms of our secured credit line.
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement you read in this filing reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Overview
We develop, market and support a family of entity identification products, data mining, regulated information compliance and data privacy protection, and network intrusion prevention/detection products. Our product families include:
· TraceCop for identity identification;
· Savant for data mining;
· Compliance Commander for regulated information compliance and data privacy protection; and
· SecureNet for network intrusion prevention and detection.
Intrusion’s products help protect critical information assets by quickly detecting, protecting, analyzing and reporting attacks or misuse of classified, private and regulated information for government and enterprise networks.
Our revenues have been fairly consistent over the past few years due primarily to our focus on our TraceCop product line. To date, we have not encountered significant competition in the TraceCop market that has caused us to decrease our sales prices when compared to sales prices in previous years. To help keep our operation expenses under control, we held our employee headcount at a reasonable level in 2012 compared to 2011. At December 31, 2011 we employed 31 employees and at December 31, 2012 we employed 31 employees. As a result of our TraceCop sales efforts, our margins have remained consistent at 61.5% in 2011, and 59.6% in 2012.
In order for us to operate and grow our business, we must generate and sustain sufficient operating profits and cash flow in future periods. This will require us to counteract reduced sales of our SecureNet products by generating additional revenues from sales of our entity identification software and data mining products. In order to obtain these sales, our products must gain acceptance in intensely competitive industry. We believe our ability to market and sell our TraceCop and Savant products into the marketplace in a timely manner and our efforts to effectively control spending levels will help us achieve these results.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to product returns, bad debts, inventories, income taxes, warranty obligations, maintenance contracts and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
We generally recognize product revenue upon shipment. These products include both hardware and perpetual software licenses, as we do not currently offer software on a subscription basis. We accrue for estimated warranty costs and sales returns at the time of shipment based on our experience. There is a risk that technical issues on new products could result in unexpected warranty costs and returns. To the extent that our warranty costs exceed our expectations, we will increase our warranty reserve to compensate for the additional expense expected to be incurred. We review these estimates periodically and determine the appropriate reserve percentage. However, to date, warranty costs and sales returns have not been material. The customer may return a product only under very limited circumstances during the first thirty days from delivery for a replacement if the product is damaged or for a full refund if the product does not perform as intended. Historically, most or our sales returns were related to hardware-based products. As we continue to migrate away from such hardware-based products, these returns have declined.
We recognize software revenue from the licensing of our software products in accordance with FASB ASC Topic 605 whereby revenue from the licensing of our products is not recognized until all four of the following have been met:
i) execution of a written agreement; ii) delivery of the product has occurred; iii) the fee is fixed and determinable; and iv) collectability is probable. Bundled hardware and software product revenue is recognized at time of delivery, as our licenses are not sold on a subscription basis. Product sales which include maintenance and customer support allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy using the relative selling price method. All of our product offering and service offering market values are readily determined based on current and prior stand-alone sales. We defer and recognize maintenance and support revenue over the term of the contract period, which is generally one year.
Service revenue, primarily including maintenance, training and installation are recognized upon delivery of the service and typically are unrelated to product sales. To date, training and installation revenue has not been material. These revenues are included in net customer support and maintenance revenues in the statement of operations.
Our normal payment terms offered to customers, distributors and resellers are net 30 days domestically and net 45 days internationally. We do not offer payment terms that extend beyond one year and rarely do we extend payment terms beyond our normal terms. If certain customers do not meet our credit standards, we do require payment in advance to limit our credit exposure.
Shipping and handling costs are billed to the customer and included in product revenue. Our costs of shipping and handling are included in cost of product revenue.
Allowances for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Our receivables are uncollaterized, and we expect to continue this policy in the future. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Historically, our estimates for sales returns and doubtful accounts have not differed materially from actual results.
Inventory
We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Historically, our estimates for inventory obsolescence have not differed materially from actual results.
Fair Value of Financial Instruments
We calculate the fair value of our assets and liabilities which qualify as financial instruments and include additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued expenses, and dividends payable approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying value of the line of credit payable approximates fair value since this instrument bears market interest rates. Loans payable to officer are with a related party and as a result do not bear market rates of interest. Management believes based on its current financial position that it could not obtain comparable amounts of third party financing, and as such cannot estimate the fair value of the loans payable to officer. None of these instruments are held for trading purposes.
Results of Operations
The following tables set forth, for the periods indicated, certain financial data as a percentage of net revenue.
|
|
|
Year Ended December 31, |
| ||
|
|
|
2012 |
|
2011 |
|
|
|
|
|
|
|
|
|
Net product revenue |
|
98.1 |
% |
97.1 |
% |
|
Net customer support and maintenance revenue |
|
1.9 |
|
2.9 |
|
|
Total revenue |
|
100.0 |
|
100.0 |
|
|
Cost of product revenue |
|
40.1 |
|
38.1 |
|
|
Cost of customer support and maintenance revenue |
|
0.3 |
|
0.4 |
|
|
Total cost of revenue |
|
40.4 |
|
38.5 |
|
|
Gross profit |
|
59.6 |
|
61.5 |
|
|
Operating expenses: |
|
|
|
|
|
|
Sales and marketing |
|
19.7 |
|
25.8 |
|
|
Research and development |
|
24.8 |
|
29.1 |
|
|
General and administrative |
|
17.0 |
|
20.6 |
|
|
Operating income (loss) |
|
(1.9 |
) |
(14.0 |
) |
|
Interest expense, net |
|
(1.8 |
) |
(1.2 |
) |
|
Other income (expense), net |
|
— |
|
(2.2 |
) |
|
Income (loss) from operations before income taxes |
|
(3.7 |
) |
(17.4 |
) |
|
Income tax provision |
|
— |
|
— |
|
|
Net income (loss) |
|
(3.7 |
) |
(17.4 |
) |
|
Preferred stock dividends accrued |
|
(2.2 |
) |
(2.9 |
) |
|
Net income (loss) attributable to common stockholders |
|
(5.9 |
)% |
(20.3 |
)% |
|
|
|
2012 |
|
2011 |
|
|
|
|
|
|
|
|
|
Domestic revenue |
|
99.90 |
% |
99.80 |
% |
|
Export revenue to: |
|
|
|
|
|
|
Europe |
|
0.05 |
|
0.10 |
|
|
Asia |
|
— |
|
— |
|
|
Latin America |
|
0.05 |
|
0.10 |
|
|
Australia |
|
— |
|
— |
|
|
Net revenue |
|
100.00 |
% |
100.00 |
% |
2012 compared with 2011
Net Revenue
Total revenue increased 25.2% to $6.7 million in 2012 from $5.3 million in 2011. The increase in revenue is related to increased sales from our TraceCop product lines. Our customer support and maintenance revenue decreased 17.9% from $0.16 million in 2011 to $0.13 million in 2012. This decline is mainly due to the expiration of maintenance contracts related to our SecureNet product line. Our product revenues increased 26.5% from $5.2 million in 2011 to $6.6 million in 2012. We expect our product revenues to increase in the future as the market acceptance of our TraceCop and Savant product lines increase.
Export sales in 2012 remained constant $5 thousand, or 0.1% of net revenue, compared to $11 thousand, or 0.2% of net revenue in 2011 primarily due to our focus on domestic revenue sales. Sales of our products internationally may be subject to currency exchange risk, which may cause our products to effectively increase in price, if the exchange rate moves significantly and the dollar gains value over the foreign currency.
Historically, due to the timing of our sales cycle, a significant portion of our monthly sales occurs in the second half of the month. Accordingly, our receivables increase at the end of each month, which causes a higher accounts receivable
balance at month end. This monthly trend also causes an inflated comparative relationship between revenue and accounts receivable. We believe that this monthly trend will continue because monthly sales forecast and planning meetings are held in the first week of every month, the middle of the month is focused on sales calls to customers and the latter half of the month on closing sales.
Gross Profit
Gross profit increased 21.2% to $4.0 million in 2012 from $3.3 million in 2011. As a percentage of net revenue, gross profit decreased from 61.5% in 2011 to 59.6% in 2012. Gross profit on products decreased from 60.8% in 2011 to 59.1% in 2012. Gross profit declined in 2012 compared to 2011 because of changes in the product mix and slightly higher labor cost associated with TraceCop sales. Gross profit on customer support and maintenance decreased from 86.2% in 2011 to 82.8% in 2012.
Gross profit as a percentage of net revenue is impacted by several factors, including shifts in product mix, changes in channels of distribution, sales volume, fluctuations in manufacturing costs, pricing strategies, and fluctuations in sales of integrated third-party products.
Sales and Marketing
Sales and marketing expenses decreased slightly to $1.3 million or 19.7% of net revenue in 2012, compared to $1.4 million or 25.9% of net revenue in 2011. We expect sales and marketing expenses to increase as net revenue levels increase in 2013.
Research and Development
Research and development expenses increased slightly to $1.7 million or 24.8% of net revenue in 2012 compared to $1.6 million or 29.1% of net revenue in 2011. Our research and development costs are expensed in the period in which they are incurred. We expect research and development expenses to increase as net revenue levels increase in 2013.
General and Administrative
General and administrative expenses remained constant at $1.1 million, or 17.1% of net revenue in 2012 compared to $1.1 million or 20.6% of net revenue in 2011 as a result of continuing efforts to keep spending under control. We expect general and administration expenses to increase as net revenue levels increase in 2013.
Interest Expense
Interest expense increased to $116 thousand in 2012 compared to $66 thousand in 2011. Interest expense increased because of accounting for capital leases and an increase in average monthly debt in 2012 compared to 2011. Interest expense will vary in the future based on our cash flow and borrowing needs.
Income Taxes
Our effective income tax rate was 0% in 2012 and 2011 as valuation allowances have been recorded for the entire amount of the net deferred tax assets due to uncertainty of realization.
Liquidity and Capital Resources
Our principal source of liquidity at December 31, 2012 was $52 thousand of cash and cash equivalents. As of December 31, 2012, we do not hold investments with a stated maturity beyond one year. Working capital deficiency at December 31, 2012 was $(0.2) million compared to $(0.1) million at December 31, 2011.
Net cash used in operations in 2012 was $276 thousand, due to a net loss of $246 thousand and the following uses of cash: $466 increase in accounts receivable for the year and a $44 thousand decrease in deferred revenue. This was partially offset by the following sources of cash and non-cash items: a $78 thousand increase in accounts payable and accrued expenses, a $34 thousand increase in prepaid expenses and other assets, $213 thousand in stock-based compensation, $106 thousand in amortization expense of capital leases, and $49 thousand in depreciation expense. Net cash used in operations in 2011 was $1.4 million, primarily due to a net loss of $933 thousand and an $886 thousand decrease in deferred revenue for the year and the following uses of cash: $258 thousand increase in accounts receivable and a $68 thousand increase in
prepaid expenses and other assets. This was partially offset by the following sources of cash and non-cash items: a $102 thousand increase in accounts payable and accrued expenses, $220 thousand in stock-based compensation, and a $119 thousand write-off of a foreign subsidiary’s cumulative translation adjustment, a $56 thousand decrease in inventories, and $109 thousand in depreciation expense. Future fluctuations in accounts receivable, inventory balances and accounts payable will be dependent upon several factors, including quarterly sales, timely collection of accounts receivable, and the accuracy of our forecasts of product demand and component requirements.
Net cash used in investing activities in 2012 was $21 thousand for purchases of property and equipment. Net cash used in investing activities in 2011 was $29 thousand for purchases of property and equipment.
Cash provided by financing activities in 2012 was $41 thousand, primarily consisting of $944 thousand in payments to the line of credit and payments of principal on capital leases of $101 thousand. This was offset with $994 thousand proceeds from the line of credit, $32 thousand exercise of stock options of, $44 thousand exercise of warrants, and $16 thousand of penalties and waived penalties on dividends. Cash provided by financing activities in 2011 was $1.3 million, primarily consisting of net financing proceeds from a loan by an officer of $1.3 million, as well as these other items: proceeds from line of credit of $80 thousand, exercise of stock options of $25 thousand, exercise of warrants of $26 thousand, and waived penalties on dividends of $4 thousand. This was offset with payments of dividends of $51 thousand and payments of principal on capital leases of $42 thousand.
At December 31, 2012, we had a commitment of $229 thousand for future capital lease expenditures. Operating lease commitments of $1.7 million are detailed in the Contractual Obligations section below. During 2012, we funded our operations through the use of available cash, cash equivalents and investments, our line of credit and loans from our Company’s CEO.
As of December 31, 2012, we had cash, cash equivalents and investments in the amount of approximately $0.1 million, decreasing from $0.3 million as of December 31, 2011. Throughout 2012, we continued to realize the benefit of cost-cutting actions taken in previous years.
On February 9, 2012, the Company entered into an unsecured revolving promissory note to borrow up to $2,200,000 from G. Ward Paxton, the Company’s Chief Executive Officer. Under the terms of the note, the Company may borrow, repay and reborrow on the loan as needed up to an outstanding principal balance due of $2,200,000 at any given time through March 2013.
On February 7, 2013, the Company entered into an unsecured revolving promissory note to borrow up to $2,200,000 from G. Ward Paxton, which replaced the February 9, 2012 unsecured promissory note which was previously entered into between the Company and G. Ward Paxton. Under the terms of the note, the Company may borrow, repay and reborrow on the loan as needed up to an outstanding principal balance due of $2,200,000 at any given time through March 2014.
Amounts borrowed from this officer accrue interest at a floating rate per annum equal to SVB’s prime rate plus 1% (5% at December 31, 2012). All outstanding borrowings and accrued but unpaid interest is due on March 31, 2014. As of December 31, 2012, the borrowings outstanding totaled $1,530,000 and accrued interest totaled $130,000.
On March 29, 2006, we entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) to establish a $1.0 million line of credit (the “2006 Credit Line”). On June 30, 2008, we entered into an Amended and Restated Loan and Security Agreement with SVB to, among other things, replace the 2006 Credit Line with a $2.5 million line of credit (the “2008 Credit Line”). On June 25, 2012, we entered into the Fourth Amendment to the Amended and Restated Loan and Security Agreement (as amended, the “Loan Agreement”) with SVB to replace our expiring line with a $0.625 million line of credit (the “Current Line of Credit”). Our obligations under the Loan Agreement are secured by substantially all of our assets, including all of our intellectual property. In addition, G. Ward Paxton, the Company’s Chairman, President and Chief Executive Officer, has established a Guaranty Agreement with SVB securing all outstanding balances under the Current Line of Credit. Borrowings under the Current Line of Credit are based on advances (each an “Advance”) against certain of our accounts receivable that are approved by SVB (each an “Eligible Account”). SVB may make an Advance of up to eighty percent (80%) of each Eligible Account, or such other percentage SVB may determine in its sole discretion. Each Advance is subject to a finance charge calculated as a daily rate that is based on a 360-day annual rate of the greater of the prime rate plus 2.0% or 7.0%. Finance charges are payable at the same time its related Advance is due. Each Advance is also subject to a monthly collateral handling fee of 0.5% of all outstanding Advances, depending on certain qualifying financial factors specified in the Loan Agreement. The collateral handling fee is payable at the same time its related Advance is due. Each Advance must be repaid at the earliest of (a) the date that the Eligible Account related to the Advance is paid, (b) the date the Eligible Account is no longer eligible under the Loan Agreement, or (c) the date on which any “Adjustment” (as defined in
the Loan Agreement) is asserted to the Eligible Account. On June 24, 2013, the Loan Agreement terminates and all outstanding Advances, accrued but unpaid finance charges, outstanding collateral handing fees, and other amounts become due under the Loan Agreement and related documents. We have certain non-financial and financial covenants, including a liquidity coverage ratio and a rolling EBITDA computation, as defined in the Loan Agreement.
As of December 31, 2012, we had cash and cash equivalents of approximately $52,000, down from approximately $308,000 as of December 31, 2011. We generated net loss of $246,000 for the year ended December 31, 2012 compared to a net loss of $933,000 for the year ended December 31, 2011. As of December 31, 2012, in addition to cash and cash equivalents of $52,000, we had $456,000 in funding available under our $0.625 million line of credit at Silicon Valley Bank (“SVB”) and $0.67 million funding available from a promissory note to borrow up to $2.2 million from G. Ward Paxton, the Company’s Chief Executive Officer. We are obligated to make payments of accrued dividends on all our outstanding shares of preferred stock that will reduce our available cash resources. Based on projections of growth in revenue and net income in the coming quarters, and the borrowings available previously mentioned, we believe that we will have sufficient cash resources to finance our operations and expected capital expenditures for the next twelve months. We expect to fund our operations through Company profits, our line of credit, borrowings from the Company’s CEO, and possibly additional investments of private equity and debt, which, if we are able to obtain, will have the effect of diluting our existing common stockholders, perhaps significantly. Any equity or debt financings, if available at all, may be on terms which are not favorable to us and, in the case of equity financings, may result in dilution to our stockholders. If our operations do not generate positive cash flow in the upcoming year, or if we are not able to obtain additional debt or equity financing on terms and conditions acceptable to us, if at all, we may be unable to implement our business plan, fund our liquidity needs or even continue our operations.
We may explore the possible acquisitions of businesses, products and technologies that are complementary to our existing business. We are continuing to identify and prioritize additional security technologies, which we may wish to develop, either internally or through the licensing, or acquisition of products from third parties. While we may engage from time to time in discussions with respect to potential acquisitions, there can be no assurances that any such acquisitions will be made or that we will be able to successfully integrate any acquired business. In order to finance such acquisitions and working capital it may be necessary for us to raise additional funds through public or private financings. Any equity or debt financings, if available at all, may be on terms, which are not favorable to us and, in the case of equity financings, may result in dilution to our stockholders.
Contractual Obligations
The following table sets forth certain information concerning the future contractual obligations under our leases at December 31, 2012. We had no other significant contractual obligations at December 31, 2012.
Future minimum lease obligations consisted of the following at December 31, 2012 (in thousands):
|
|
|
Operating |
|
Capital Lease |
|
|
| |||
|
Year ending December 31, |
|
Leases |
|
Obligations |
|
Total |
| |||
|
2013 |
|
$ |
403 |
|
$ |
112 |
|
$ |
515 |
|
|
2014 |
|
398 |
|
89 |
|
487 |
| |||
|
2015 |
|
389 |
|
28 |
|
417 |
| |||
|
2016 |
|
389 |
|
— |
|
389 |
| |||
|
2017 and thereafter |
|
130 |
|
— |
|
130 |
| |||
|
|
|
$ |
1,709 |
|
$ |
229 |
|
$ |
1,938 |
|
Off-Balance Sheet Arrangements
As of December 31, 2012, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Evaluation of Effectiveness of Disclosure Controls and Procedures
The Company’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to provide reasonable assurance 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 within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
The Company’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s evaluation included an assessment of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and the Company’s overall control environment. Based on its evaluation, management concluded that the Company’s internal control over financial reporting was effective as of the year ended December 31, 2012 to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The Company reviewed the results of management’s assessment with the Audit Committee of the Board of Directors.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report. This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Inherent Limitations on Effectiveness of Controls
The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls or internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2012, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Certain information required by Part III is omitted from this Form 10-K because we will file a definitive Proxy Statement for our 2012 annual meeting of stockholders pursuant to Regulation 14A (the “Proxy Statement”) no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included therein is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance.
The information called for by this item is incorporated herein by reference to the Proxy Statement.
Item 11. Executive Compensation.
The information called for by this item is incorporated herein by reference to the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information called for by this item is incorporated herein by reference to the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information called for by this item is incorporated herein by reference to the Proxy Statement.
Item 14. Principal Accounting Fees and Services.
The information called for by this item is incorporated herein by reference to the Proxy Statement.
Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Consolidated Financial Statements.
The following consolidated financial statements of Intrusion Inc. and subsidiaries, are submitted as a separate section of this report (See F-pages):
|
|
F-2 | |
|
|
F-3 | |
|
Consolidated Statements of Operations for the years ended December 31, 2012 and 2011 |
|
F-4 |
|
|
F-5 | |
|
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011 |
|
F-6 |
|
|
F-7 |
(b) Exhibits
The following Exhibits are filed herewith pursuant to Item 601 of Regulation S-K or incorporated herein by reference to previous filings as noted:
|
Exhibit |
|
Description of Exhibit |
|
3.1(5) |
|
Restated Certificate of Incorporation of the Registrant |
|
3.2(7) |
|
Certificate of Amendment to Certificate of Incorporation of Registrant |
|
3.3(8) |
|
Certificate of Designations for the Registrant’s 5% Convertible Preferred Stock |
|
3.4(10) |
|
Certificate of Designations of the Registrant’s Series 2 5% Convertible Preferred Stock |
|
3.5(11) |
|
Certificate of Designations for the Registrant’s Series 3 5% Convertible Preferred Stock |
|
3.6(4) |
|
Bylaws of the Registrant |
|
4.1(9) |
|
Specimen Common Stock Certificate |
|
4.2(8) |
|
Specimen 5% Convertible Preferred Stock Certificate |
|
4.3(10) |
|
Specimen Series 2 5% Convertible Preferred Stock Certificate |
|
4.4(11) |
|
Specimen Series 3 5% Convertible Preferred Stock Certificate |
|
4.5(8) |
|
Form of Warrant to Purchase Shares of Common Stock issued to the investors in the Registrant’s March 25, 2004 private placement |
|
4.6(8) |
|
Warrant to Purchase Common Stock dated March 25, 2004, issued by the Registrant to Black Point Partners |
|
4.9(10) |
|
Form of Common Stock Purchaser Warrant issued to the investors in the Registrant’s March 28, 2005 private placement |
|
4.10(10) |
|
Form of Representative’s Warrant for the Purchase of Shares of Common Stock issued to certain affiliates of Stonegate Securities, Inc. on March 28, 2005 |
|
4.15(11) |
|
Form of Common Stock Purchaser Warrant issued to the investors in the Registrant’s December 2, 2005 private placement |
|
4.16(11) |
|
Form of Representative’s Warrant for the Purchase of Shares of Common Stock issued to certain affiliates of Stonegate Securities, Inc. on December 2, 2005 |
|
10.2(24) |
|
1995 Stock Option Plan of the Registrant, as amended |
|
10.3(1) |
|
Form of Indemnification Agreement |
|
10.4(2) |
|
1995 Non-Employee Directors Stock Option Plan of the Registrant (amended and restated as of January 10, 2002) |
|
10.5(9) |
|
Lease Agreement between CalWest Industrial Holdings Texas, L.P. and Intrusion Inc. |
|
10.6(8) |
|
Securities Purchase Agreement dated as of March 25, 2004, by and among the Registrant and the purchasers listed on Exhibit A thereto |
|
10.7(4) |
|
Amended and Restated 401(k) Savings Plan of the Registrant |
|
10.8(4) |
|
1997 Employee Stock Purchase Plan of the Registrant, as amended January 17, 2001 |
|
10.9(6) |
|
Intrusion Inc. 401(k) Savings Plan Summary of Material Modifications |
|
10.10(12) |
|
2005 Stock Incentive Plan of the Registrant (amended and restated as of May 30, 2007) |
|
10.10(23) |
|
Amended 2005 Stock Incentive Plan of the Registrant |
|
10.11(12) |
|
Form of Notice of Grant of Stock Option |
|
10.12(12) |
|
Form of Stock Option Agreement |
|
10.13(12) |
|
Form of Stock Issuance Agreement |
|
10.14(12) |
|
Form of Notice of Grant of Non-Employee Director Automatic Stock Option (Initial Grant) |
|
10.15(12) |
|
Form of Notice of Grant of Non-Employee Director Automatic Stock Option (Annual Grant) |
|
10.16(12) |
|
Form of Automatic Stock Option Agreement |
|
10.17(10) |
|
Securities Purchase Agreement dated as of March 28, 2005, by and among the Registrant and the investors listed on Exhibit A thereto |
|
10.18(11) |
|
Securities Purchase Agreement dated as of December 2, 2005, by and among the Registrant and the investors listed on Exhibit A thereto |
|
10.19(14) |
|
Loan and Security Agreement dated as of March 29, 2006, by and between the Registrant and Silicon Valley Bank (extended on March 28, 2008) |
|
10.20(14) |
|
Intellectual Property Security Agreement dated as of March 29, 2006, by and between the Registrant and Silicon Valley Bank |
|
10.21(15) |
|
Subscription and Investment Representation Agreement by and between Intrusion Inc. and G. Ward Paxton, dated December 28, 2006. |
|
10.21(15) |
|
Subscription and Investment Representation Agreement by and between Intrusion Inc. and Michael L. Paxton, dated December 28, 2006. |
|
10.21(16) |
|
Subscription and Investment Representation Agreement by and between Intrusion Inc. and G. Ward Paxton, dated March 15, 2007. |
|
10.21(16) |
|
Subscription and Investment Representation Agreement by and between Intrusion Inc. and Michael L. |
|
|
|
Paxton, dated March 15, 2007. |
|
10.21(17) |
|
Subscription and Investment Representation Agreement by and between Intrusion Inc. and G. Ward Paxton, dated June 27, 2007. |
|
10.21(17) |
|
Subscription and Investment Representation Agreement by and between Intrusion Inc. and Michael L. Paxton, dated June 27, 2007. |
|
10.21(18) |
|
Subscription and Investment Representation Agreement by and between Intrusion Inc. and G. Ward Paxton, dated September 26, 2007. |
|
10.21(19) |
|
Promissory Note dated as of January 30, 2008, by and between the Registrant and G. Ward Paxton |
|
10.22(20) |
|
Amended and Restated Loan and Security Agreement dated as of June 30, 2008, by and between the Registrant and Silicon Valley Bank |
|
10.23(21) |
|
Intellectual Property Security Agreement dated as of June 30, 2008, by and between the Registrant and Silicon Valley Bank |
|
10.24(27) |
|
Second Amendment to Lease, executed on September 21, 2012, by and between Intrusion Inc. and CWTX Corporate Place 87, LP |
|
10.25(27) |
|
Promissory Note dated as of February 7, 2013, by and between the Registrant and G. Ward Paxton |
|
16.1(25) |
|
Letter of KBA Group LLP dated June 5, 2009 |
|
21(5) |
|
List of Subsidiaries of Registrant |
|
23.1(27) |
|
Consent of Whitley Penn LLP, Independent Registered Public Accounting Firm |
|
31.1(27) |
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
|
31.2(27) |
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
|
32.1(27) |
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
32.2(27) |
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
101.INS(28) |
|
XBRL Instance Document. |
|
101.SCH(28) |
|
XBRL Taxonomy Extension Schema Document. |
|
101.CAL(28) |
|
XBRL Taxonomy Extension Calculation Linkbase Document. |
|
101.DEF(28) |
|
XBRL Taxonomy Extension Definition Linkbase Document. |
|
101.LAB(28) |
|
XBRL Taxonomy Extension Label Linkbase Document. |
|
101.PRE(28) |
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
(1) Filed as an Exhibit in the Registrant’s Registration Statement on Form S-1, as amended (File No. 33-6899), which was declared effective on May 21, 1992, by the Securities and Exchange Commission, which Exhibit is incorporated herein by reference.
(2) Filed as an Exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A in connection with the solicitation of proxies for its 2002 Annual Meeting of Stockholders, which Exhibit is incorporated herein by reference.
(3) Filed as an Exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A in connection with the solicitation of proxies for its 2002 Annual Meeting of Stockholders, which Exhibit is incorporated herein by reference.
(4) Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2000.
(5) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated June 15, 2010, which Exhibit is incorporated herein by reference.
(6) Filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, which Exhibit is incorporated herein by reference.
(7) Filed as an Exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A in connection with the solicitation of proxies for its Special Meeting of Stockholders held March 18, 2004, which Exhibit is incorporated herein by reference.
(8) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated March 26, 2004 (as amended), which Exhibit is incorporated by reference.
(9) Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (as amended), which Exhibit is incorporated herein by reference.
(10) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated March 29, 2005, which Exhibit is incorporated herein by reference
(11) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated December 6, 2005, which Exhibit is incorporated herein by reference.
(12) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated June 15, 2005, which Exhibit is incorporated herein by reference.
(13) Filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, which Exhibit is incorporated herein by reference.
(14) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated March 29, 2006, which Exhibit is incorporated herein by reference.
(15) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated January 4, 2007, which Exhibit is incorporated herein by reference.
(16) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated March 16, 2007, which Exhibit is incorporated herein by reference.
(17) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated June 28, 2007, which Exhibit is incorporated herein by reference.
(18) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated September 27, 2007, which Exhibit is incorporated herein by reference.
(19) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated January 31, 2008, which Exhibit is incorporated herein by reference.
(20) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated July 1, 2008, which Exhibit is incorporated herein by reference.
(21) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated November 13, 2008, which Exhibit is incorporated herein by reference.
(22) Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which Exhibit is incorporated herein by reference.
(23) Filed as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A in connection with the solicitation of proxies for its 2009 Annual Meeting of Stockholders, which Appendix is incorporated herein by reference.
(24) Filed as an Exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A in connection with the solicitation of proxies for its 1995 Annual Meeting of Stockholders, which Exhibit is incorporated herein by reference.
(25) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated June 5, 2009, which Exhibit is incorporated herein by reference.
(26) Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated September 16, 2009, which Exhibit is incorporated herein by reference.
(27) Filed herewith.
(28) Furnished herewith as an Exhibit.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: March 28, 2013 |
INTRUSION INC. | ||
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(Registrant) | ||
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By: |
/s/ G. WARD PAXTON |
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G. Ward Paxton |
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Chairman, President, and Chief Executive Officer |
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(Principal Executive Officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ G. WARD PAXTON |
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Chairman, President, |
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March 28, 2013 |
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G. Ward Paxton |
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Chief Executive Officer, and Director |
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(Principal Executive Officer) |
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/s/ T. JOE HEAD |
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Vice Chairman, Vice President |
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March 28, 2013 |
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T. Joe Head |
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and Director |
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/s/ MICHAEL L. PAXTON |
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Vice President, Chief Financial |
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Michael L. Paxton |
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Officer, Treasurer and Secretary |
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March 28, 2013 |
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(Principal Financial and Accounting Officer) |
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/s/ JAMES F. GERO |
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Director |
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March 28, 2013 |
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James F. Gero |
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/s/ J. FRED BUCY, JR. |
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Director |
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March 28, 2013 |
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J. Fred Bucy, Jr. |
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/s/ DONALD M. JOHNSTON |
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Director |
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March 28, 2013 |
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Donald M. Johnston |
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ANNUAL REPORT ON FORM 10-K
ITEM 7
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012 and 2011
INTRUSION INC.
RICHARDSON, TEXAS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Intrusion Inc.
We have audited the accompanying consolidated balance sheets of Intrusion Inc. and subsidiaries (the “Company”), as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Intrusion Inc. and subsidiaries, as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Whitley Penn LLP
Dallas, Texas
March 28, 2013
INTRUSION INC. AND SUBSIDIARIES
(In thousands, except par value amounts)
|
|
|
December 31, |
| ||||
|
|
|
2012 |
|
2011 |
| ||
|
Assets |
|
|
|
|
| ||
|
Current Assets: |
|
|
|
|
| ||
|
Cash and cash equivalents |
|
$ |
52 |
|
$ |
308 |
|
|
Accounts receivable |
|
946 |
|
480 |
| ||
|
Inventories, net |
|
5 |
|
5 |
| ||
|
Prepaid expenses |
|
48 |
|
90 |
| ||
|
Total current assets |
|
1,051 |
|
883 |
| ||
|
Property and Equipment: |
|
|
|
|
| ||
|
Equipment |
|
719 |
|
813 |
| ||
|
Furniture and fixtures |
|
24 |
|
34 |
| ||
|
Leasehold improvements |
|
42 |
|
101 |
| ||
|
|
|
785 |
|
948 |
| ||
|
Accumulated depreciation and amortization |
|
(525 |
) |
(741 |
) | ||
|
|
|
260 |
|
207 |
| ||
|
Other assets |
|
48 |
|
40 |
| ||
|
TOTAL ASSETS |
|
$ |
1,359 |
|
$ |
1,130 |
|
|
|
|
|
|
|
| ||
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
| ||
|
Current Liabilities: |
|
|
|
|
| ||
|
Accounts payable, trade |
|
$ |
159 |
|
$ |
171 |
|
|
Accrued expenses |
|
548 |
|
461 |
| ||
|
Dividends payable |
|
279 |
|
123 |
| ||
|
Line of credit payable |
|
130 |
|
80 |
| ||
|
Obligations under capital lease, current portion |
|
96 |
|
74 |
| ||
|
Deferred revenue |
|
52 |
|
97 |
| ||
|
Total current liabilities |
|
1,264 |
|
1,006 |
| ||
|
|
|
|
|
|
| ||
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Loan payable to officer |
|
1,530 |
|
1,530 |
| ||
|
Obligations under capital lease, noncurrent portion |
|
116 |
|
53 |
| ||
|
|
|
|
|
|
| ||
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Commitments and Contingencies |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
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Stockholders’ Deficit: |
|
|
|
|
| ||
|
Preferred stock, $0.01 par value: |
|
|
|
|
| ||
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Authorized shares — 5,000 |
|
|
|
|
| ||
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Series 1 shares issued and outstanding — 220 |
|
778 |
|
778 |
| ||
|
Series 2 shares issued and outstanding — 460 |
|
724 |
|
724 |
| ||
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Series 3 shares issued and outstanding — 354 |
|
504 |
|
504 |
| ||
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Common stock, $0.01 par value: |
|
|
|
|
| ||
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Authorized shares — 80,000 |
|
|
|
|
| ||
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Issued shares — 12,182 in 2012 and 11,952 in 2011 Outstanding shares — 12,172 in 2012 and 11,942 in 2011 |
|
122 |
|
119 |
| ||
|
Common stock held in treasury, at cost—10 shares |
|
(362 |
) |
(362 |
) | ||
|
Additional paid-in-capital |
|
55,837 |
|
55,686 |
| ||
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Accumulated deficit |
|
(59,047 |
) |
(58,801 |
) | ||
|
Accumulated other comprehensive loss |
|
(107 |
) |
(107 |
) | ||
|
Total stockholders’ deficit |
|
(1,551 |
) |
(1,459 |
) | ||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
$ |
1,359 |
|
$ |
1,130 |
|
See accompanying notes.
INTRUSION INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
|
|
Year Ended December 31, |
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|
|
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2012 |
|
2011 |
| ||
|
|
|
|
|
|
| ||
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Net product revenue |
|
$ |
6,569 |
|
$ |
5,192 |
|
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Net customer support and maintenance revenue |
|
128 |
|
156 |
| ||
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Total revenue |
|
6,697 |
|
5,348 |
| ||
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Cost of product revenue |
|
2,685 |
|
2,036 |
| ||
|
Cost of customer support and maintenance revenue |
|
22 |
|
21 |
| ||
|
Total cost of revenue |
|
2,707 |
|
2,057 |
| ||
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Gross profit |
|
3,990 |
|
3,291 |
| ||
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Operating expenses: |
|
|
|
|
| ||
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Sales and marketing |
|
1,317 |
|
1,383 |
| ||
|
Research and development |
|
1,660 |
|
1,555 |
| ||
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General and administrative |
|
1,143 |
|
1,102 |
| ||
|
Operating loss |
|
(130 |
) |
(749 |
) | ||
|
Other expense |
|
— |
|
(118 |
) | ||
|
Interest expense, net |
|
(116 |
) |
(66 |
) | ||
|
Loss from operations before income taxes |
|
(246 |
) |
(933 |
) | ||
|
Income tax provision |
|
— |
|
— |
| ||
|
Net loss |
|
(246 |
) |
(933 |
) | ||
|
Preferred stock dividends accrued |
|
(152 |
) |
(151 |
) | ||
|
Net loss attributable to common stockholders |
|
$ |
(398 |
) |
$ |
(1,084 |
) |
|
|
|
|
|
|
| ||
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Net loss per share attributable to common stockholders, basic and diluted |
|
$ |
(0.03 |
) |
$ |
(0.09 |
) |
|
|
|
|
|
|
| ||
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Weighted average common shares outstanding: |
|
12,035 |
|
11,877 |
| ||
|
Diluted |
|
12,035 |
|
11,877 |
| ||
|
Other comprehensive income (loss): |
|
|
|
|
| ||
|
Foreign currency translation adjustment |
|
— |
|
119 |
| ||
|
Comprehensive loss |
|
$ |
(398 |
) |
$ |
(965 |
) |
See accompanying notes.
INTRUSION INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(In thousands)
|
|
|
Year Ended December 31, |
| ||||
|
|
|
2012 |
|
2011 |
| ||
|
NUMBER OF PREFERRED SHARES—ISSUED AND OUTSTANDING |
|
|
|
|
| ||
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Balance, beginning of year and end of year |
|
1,034 |
|
1,034 |
| ||
|
PREFERRED STOCK |
|
|
|
|
| ||
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Balance, beginning of year and end of year |
|
$ |
2,006 |
|
$ |
2,006 |
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|
NUMBER OF COMMON SHARES—ISSUED |
|
|
|
|
| ||
|
Balance, beginning of year |
|
11,952 |
|
11,828 |
| ||
|
Exercise of stock options |
|
130 |
|
60 |
| ||
|
Exercise of warrants |
|
100 |
|
64 |
| ||
|
Balance, end of year |
|
12,182 |
|
11,952 |
| ||
|
COMMON STOCK |
|
|
|
|
| ||
|
Balance, beginning of year |
|
$ |
119 |
|
$ |
118 |
|
|
Exercise of stock options and warrants |
|
3 |
|
1 |
| ||
|
Balance, end of year |
|
$ |
122 |
|
$ |
119 |
|
|
TREASURY SHARES |
|
|
|
|
| ||
|
Balance, beginning of year and end of year |
|
$ |
(362 |
) |
$ |
(362 |
) |
|
ADDITIONAL PAID-IN-CAPITAL |
|
|
|
|
| ||
|
Balance, beginning of year |
|
$ |
55,686 |
|
$ |
55,570 |
|
|
Stock-based compensation |
|
213 |
|
220 |
| ||
|
Exercise of warrants |
|
— |
|
25 |
| ||
|
Exercise of stock options |
|
73 |
|
19 |
| ||
|
Preferred stock dividends declared, net of waived penalties by shareholders |
|
(135 |
) |
(148 |
) | ||
|
Balance, end of year |
|
$ |
55,837 |
|
$ |
55,686 |
|
|
ACCUMULATED DEFICIT |
|
|
|
|
| ||
|
Balance, beginning of year |
|
$ |
(58,801 |
) |
$ |
(57,868 |
) |
|
Net loss |
|
(246 |
) |
(933 |
) | ||
|
Balance, end of year |
|
$ |
(59,047 |
) |
$ |
(58,801 |
) |
|
ACCUMULATED OTHER COMPREHENSIVE LOSS |
|
|
|
|
| ||
|
Balance, beginning of year |
|
$ |
(107 |
) |
$ |
(226 |
) |
|
Extinguishment of Malaysia subsidiary cumulative translation adjustment |
|
— |
|
119 |
| ||
|
Balance, end of year |
|
$ |
(107 |
) |
$ |
(107 |
) |
|
TOTAL STOCKHOLDERS’ DEFICIT |
|
$ |
(1,551 |
) |
$ |
(1,459 |
) |
See accompanying notes.
INTRUSION INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
Year Ended December 31, |
| ||||
|
|
|
2012 |
|
2011 |
| ||
|
Operating Activities: |
|
|
|
|
| ||
|
Net loss |
|
$ |
(246 |
) |
$ |
(933 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| ||
|
Depreciation and amortization |
|
155 |
|
109 |
| ||
|
Stock-based compensation |
|
213 |
|
220 |
| ||
|
Extinguishment of Malaysia subsidiary cumulative translation adjustment |
|
— |
|
119 |
| ||
|
Changes in operating assets and liabilities: |
|
|
|
|
| ||
|
Accounts receivable |
|
(466 |
) |
(258 |
) | ||
|
Inventories |
|
— |
|
56 |
| ||
|
Prepaid expenses and other assets |
|
34 |
|
(68 |
) | ||
|
Accounts payable, accrued expenses and other current liabilities |
|
78 |
|
102 |
| ||
|
Deferred revenue |
|
(44 |
) |
(886 |
) | ||
|
Net cash used in operating activities |
|
(276 |
) |
(1,539 |
) | ||
|
Investing Activities: |
|
|
|
|
| ||
|
Purchases of property and equipment |
|
(21 |
) |
(29 |
) | ||
|
Financing Activities: |
|
|
|
|
| ||
|
Borrowings from officer |
|
— |
|
1,300 |
| ||
|
Proceeds from line of credit |
|
994 |
|
80 |
| ||
|
Payments on line of credit |
|
(944 |
) |
— |
| ||
|
Dividends paid on preferred stock |
|
— |
|
(51 |
) | ||
|
Penalties and waived penalties on dividends |
|
16 |
|
4 |
| ||
|
Principal payments on capital lease equipment |
|
(101 |
) |
(42 |
) | ||
|
Proceeds from stock options exercised |
|
76 |
|
20 |
| ||
|
Proceeds from warrants exercised |
|
— |
|
25 |
| ||
|
Net cash provided by financing activities |
|
41 |
|
1,336 |
| ||
|
Net decrease in cash and cash equivalents |
|
(256 |
) |
(232 |
) | ||
|
Cash and cash equivalents at beginning of year |
|
308 |
|
540 |
| ||
|
Cash and cash equivalents at end of year |
|
$ |
52 |
|
$ |
308 |
|
|
|
|
|
|
|
| ||
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
| ||
|
Interest paid on leased assets |
|
$ |
19 |
|
$ |
8 |
|
|
Income taxes paid |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
| ||
|
SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING ACTIVITIES: |
|
|
|
|
| ||
|
Preferred stock dividends accrued |
|
152 |
|
151 |
| ||
|
Purchase of equipment through capital lease |
|
$ |
187 |
|
$ |
170 |
|
See accompanying notes.
INTRUSION INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
We develop, market, and support a family of entity identification, data mining, regulated information compliance, data privacy protection and network intrusion prevention/detection products. Our product families include: TraceCop for identity identification, Savant for data mining, Compliance Commander for regulated information and data privacy protection, and SecureNet for network intrusion prevention and detection. Intrusion’s products help protect critical information assets by quickly detecting, protecting, analyzing and reporting attacks or misuse of classified, private and regulated information for government and enterprise networks.
We market and distribute our products through a direct sales force to end-users, distributors and numerous system integrators, managed service providers and value-added resellers. Our end-user customers include banks, credit unions, other financial institutions, U.S. federal government entities, foreign government entities, hospitals and other healthcare providers. Essentially, our end-users can be defined as end-users requiring network security solutions for protecting their mission critical data.
We were organized in Texas in September 1983 and reincorporated in Delaware in October 1995. For more than 15 years, we provided local area networking equipment and were known as Optical Data Systems or ODS Networks. On April 17, 2000, we sold, or otherwise disposed of, our networking divisions, which included our Essential Communications division and our local area networking assets. On June 1, 2000, we changed our name from ODS Networks, Inc. to Intrusion.com, Inc., and our ticker symbol from ODSI to INTZ to reflect our focus on intrusion prevention and detection solutions, along with information compliance and data privacy protection products. On November 1, 2001, we changed our name from Intrusion.com, Inc. to Intrusion Inc.
Our principal executive offices are located at 1101 East Arapaho Road, Suite 200, Richardson, Texas 75081, and our telephone number is (972) 234-6400. Our website URL is www.intrusion.com.
References to the “Company”, “we”, “us”, “our”, “Intrusion” or “Intrusion Inc.” refer to Intrusion Inc. and its subsidiaries. Compliance Commander™, SecureNet™ and TraceCop™ are registered trademarks of Intrusion Inc.
As of December 31, 2012, we had cash and cash equivalents of approximately $52,000, down from approximately $308,000 as of December 31, 2011. We generated net loss of $246,000 for the year ended December 31, 2012 compared to a net loss of $933,000 for the year ended December 31, 2011. As of December 31, 2012, in addition to cash and cash equivalents of $52,000, we had $456,000 in funding available under our $0.625 million line of credit at Silicon Valley Bank (“SVB”) and $0.67 million funding available from a promissory note to borrow up to $2.2 million from G. Ward Paxton, the Company’s Chief Executive Officer. We are obligated to make payments of accrued dividends on all our outstanding shares of preferred stock that will reduce our available cash resources. Based on projections of growth in revenue and net income in the coming quarters, and the borrowings available previously mentioned, we believe that we will have sufficient cash resources to finance our operations and expected capital expenditures for the next twelve months. We expect to fund our operations through Company profits, our line of credit, borrowings from the Company’s CEO, and possibly additional investments of private equity and debt, which, if we are able to obtain, will have the effect of diluting our existing common stockholders, perhaps significantly. Any equity or debt financings, if available at all, may be on terms which are not favorable to us and, in the case of equity financings, may result in dilution to our stockholders. If our operations do not generate positive cash flow in the upcoming year, or if we are not able to obtain additional debt or equity financing on terms and conditions acceptable to us, if at all, we may be unable to implement our business plan, fund our liquidity needs or even continue our operations.
2. Summary of Significant Accounting Policies
Principles of Consolidation
Our consolidated financial statements include our accounts and those of our wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
Cash and all highly liquid investments purchased with an original maturity of less than three months are considered to be cash and cash equivalents.
Risk Concentration
Financial instruments, which potentially subject us to concentrations of credit risk, are primarily cash and cash equivalents, investments and accounts receivable. Cash and cash equivalent deposits are at risk to the extent that they exceed Federal Deposit Insurance Corporation insured amounts. To minimize risk, we place our investments in U.S. government obligations, corporate securities and money market funds. Substantially all of our cash, cash equivalents and investments are maintained with two major U.S. financial institutions. We do not believe that we are subject to any unusual financial risk with our banking arrangements. We have not experienced any significant losses on our cash and cash equivalents.
We sell our products to customers in diversified industries worldwide and periodically have receivables from customers, primarily in North America, Europe and Asia. Fluctuations in currency exchange rates and adverse economic developments in foreign countries could adversely affect the Company’s operating results. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral. We maintain reserves for potential credit losses, and such losses, in the aggregate, have historically been minimal and have not exceeded management’s expectations.
While we believe that many of the materials used in the production of our products are generally readily available from a variety of sources, certain components may be available from one or a limited number of suppliers. The inability of any supplier or manufacturer to fulfill supply requirements of the Company could impact future results.
Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are stated at the amount we expect to collect. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of our customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s assessment, we provide for estimated uncollectible amounts through a charge to earnings and an increase to a valuation allowance. Balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance.
Inventories
Inventories are stated at the lower of cost or market. We value our inventories using average cost, which approximates actual cost on a first-in, first-out basis. Our management estimates the allowance required to state inventory at the lower of cost or market. There is a risk that we will forecast demand for our products and market conditions incorrectly and maintain excess inventories. Therefore, there can be no assurance that we will not maintain excess inventory and incur inventory lower of cost or market charges in the future.
Property and Equipment
Equipment and furniture and fixtures are stated at cost less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets. Such lives vary from 1 to 5 years. Leasehold improvements are stated at cost less accumulated amortization and are amortized on a straight-line basis over the shorter of estimated useful lives of the assets or the remaining terms of the leases. Such lives vary from 2 to 5 years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Repair and maintenance costs are expensed as incurred. Depreciation and amortization expense totaled approximately $155,000 and $109,000 for the years ended December 31, 2012 and 2011, respectively.
Long-Lived Assets
We review long-lived assets, including property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows to be generated by the asset. If the carrying value exceeds the future undiscounted cash flows, the assets are written down to fair value. During the years ended December 31, 2012 and 2011, there was no impairment of long-lived assets.
Foreign Currency
All assets and liabilities in the balance sheets of foreign subsidiaries whose functional currency is other than the U.S. dollar are translated at year-end exchange rates. All revenues and expenses in the statement of operations, of these foreign subsidiaries, are translated at average exchange rates for the year. Translation gains and losses are not included in determining net income but are shown in accumulated other comprehensive loss in the stockholders’ deficit section of the consolidated balance sheet. Foreign currency transaction gains and losses are included in determining net income (loss) and were not significant.
Accounting for Stock Options
We account for stock options using the guidance in Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. FASB ASC Topic 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.
Stock-based compensation expense recognized in the statements of operations for the years ended 2012 and 2011 is based on awards ultimately expected to vest, reduced by estimated forfeitures. FASB ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Valuation Assumptions
The fair values of option awards were estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions for fiscal years ended December 31, 2012 and 2011, respectively:
|
|
|
2012 |
|
2011 |
|
|
|
|
|
|
|
|
|
Weighted average grant date fair value |
|
$0.63 |
|
$0.67 |
|
|
Weighted average assumptions used: |
|
|
|
|
|
|
Expected dividend yield |
|
0.00 |
% |
0.00 |
% |
|
Risk-free interest rate |
|
0.84 |
% |
2.07 |
% |
|
Expected volatility |
|
213.17 |
% |
202.07 |
% |
|
Expected life (in years) |
|
4.89 |
|
4.90 |
|
Expected volatility is based on historical volatility and in part on implied volatility. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award.
Net Income (Loss) Per Share
We report two separate net income (loss) per share numbers, basic and diluted. Basic net income (loss) attributable to common stockholders per share is computed by dividing net income (loss) attributable to common stockholders for the year by the weighted average number of common shares outstanding for the year. Diluted net income (loss) attributable to common stockholders per share is computed by dividing the net income (loss) attributable to common stockholders for the year by the weighted average number of common shares and dilutive common stock equivalents outstanding for the year. Our common stock equivalents include all common stock issuable upon conversion of convertible preferred stock and the exercise of outstanding options and warrants. Common stock equivalents are included in the diluted income (loss) per share for the years ended December 31, 2012 and 2011 except in cases where the issuance would be anti-dilutive. The aggregate number of common stock equivalents excluded from the diluted income (loss) per share calculation at December 31, 2012 and 2011 totaled 4,008,364 and 3,872,944, respectively.
Revenue Recognition
We generally recognize product revenue upon shipment. These products include both hardware and perpetual software licenses, as we do not currently offer software on a subscription basis. We accrue for estimated warranty costs and sales returns at the time of shipment based on our experience. There is a risk that technical issues on new products could result in unexpected warranty costs and returns. To the extent that our warranty costs exceed our expectations, we will increase our warranty reserve to compensate for the additional expense expected to be incurred. We review these estimates periodically and determine the appropriate reserve percentage. However, to date, warranty costs and sales returns have not been material. The customer may return a product only under very limited circumstances during the first thirty days from delivery for a replacement if the product is damaged or for a full refund if the product does not perform as intended. Historically, most or our sales returns were related to hardware-based products. As we continue to migrate away from such hardware-based products, these returns have declined.
We recognize software revenue from the licensing of our software products in accordance with FASB ASC Topic 605 whereby revenue from the licensing of our products is not recognized until all four of the following have been met: i) execution of a written agreement; ii) delivery of the product has occurred; iii) the fee is fixed and determinable; and iv) collectability is probable. Bundled hardware and software product revenue is recognized at time of delivery, as our licenses are not sold on a subscription basis. Product sales which include maintenance and customer support allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy using the relative selling price method. All of our product offering and service offering market values are readily determined based on current and prior stand-alone sales. We defer and recognize maintenance and support revenue over the term of the contract period, which is generally one year.
Service revenue, primarily including maintenance, training and installation are recognized upon delivery of the service and typically are unrelated to product sales. To date, training and installation revenue has not been material. These revenues are included in net customer support and maintenance revenues in the statement of operations.
Our normal payment terms offered to customers, distributors and resellers are net 30 days domestically and net 45 days internationally. We do not offer payment terms that extend beyond one year and rarely do we extend payment terms beyond our normal terms. If certain customers do not meet our credit standards, we do require payment in advance to limit our credit exposure.
Shipping and handling costs are billed to the customer and included in product revenue. Our costs of shipping and handling are included in cost of product revenue.
Research and Development Costs
We incur research and development costs that relate primarily to the development of new security software, appliances and integrated solutions, and major enhancements to existing services and products. Research and development costs are comprised primarily of salaries and related benefits expenses, contract labor and prototype and other related expenses.
Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 requires that software development costs incurred subsequent to reaching technological feasibility be capitalized, if material. If the process of developing a new product or major enhancement does not include a detailed program design, technological feasibility is determined only after completion of a working model. To date, the period between achieving technological feasibility and the general availability of such software has been short, and the software development costs qualifying for capitalization have been insignificant.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates are used for, but not limited to, the accounting for doubtful accounts, sales discounts, sales returns, revenue recognition, warranty costs, inventory obsolescence, depreciation and income taxes. Actual results could differ from these estimates.
Fair Value of Financial Instruments
We calculate the fair value of our assets and liabilities which qualify as financial instruments and include additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued expenses, and dividends payable approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying value of the line of credit payable approximates fair value since this instrument bears market interest rates. Loans payable to officer are with a related party and as a result do not bear market rates of interest. Management believes based on its current financial position that it could not obtain comparable amounts of third party financing, and as such cannot estimate the fair value of the loans payable to officer. None of these instruments are held for trading purposes.
Income Taxes
Deferred income taxes are determined using the liability method in accordance with FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.
FASB ASC 740 creates a single model to address accounting for uncertainty in tax positions by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FASB ASC 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. There are no unrecognized tax benefits to disclose in the notes to the consolidated financial statements.
We file income tax returns in the United States federal jurisdiction. At December 31, 2012, tax returns related to fiscal years ended December 31, 2009 through December 31, 2012 remain open to possible examination by the tax authorities. No tax returns are currently under examination by any tax authorities. We did not incur any penalties or interest during the years ended December 31, 2012 and 2011.
3. Balance Sheet Detail (in thousands)
Inventories
|
|
|
December 31, |
| ||||
|
|
|
2012 |
|
2011 |
| ||
|
Finished products |
|
$ |
5 |
|
$ |
5 |
|
Accrued Expenses
|
|
|
December 31, |
| ||||
|
|
|
2012 |
|
2011 |
| ||
|
|
|
|
|
|
| ||
|
Accrued payroll |
|
$ |
76 |
|
$ |
59 |
|
|
Accrued vacation |
|
271 |
|
222 |
| ||
|
Accrued warranty expense |
|
3 |
|
3 |
| ||
|
Accrued interest |
|
130 |
|
54 |
| ||
|
Deferred rent |
|
— |
|
43 |
| ||
|
Other |
|
68 |
|
80 |
| ||
|
|
|
$ |
548 |
|
$ |
461 |
|
4. Commitments and Contingencies
Leases
We lease office space for our corporate headquarters in Richardson, Texas under an operating lease, the base term of which expires in December 2017. We lease office space in San Diego, California for a portion of our security software research and development staff under two separate operating leases that expire in March 2014.
The Company’s lease for the headquarters facility contains escalation provisions. The Company records rent expense on facility leases on a straight-line basis. Rent expense totaled approximately $339,000 and $341,000 for the years ended December 31, 2012 and 2011, respectively.
We have other capital lease obligations that consist primarily of obligations to purchase goods that are enforceable and legally binding. Our obligations primarily relate to software licensing and computer equipment.
Future minimum lease obligations consisted of the following at December 31, 2012 (in thousands):
|
|
|
Operating |
|
Capital Lease |
|
|
| |||
|
Year ending December 31, |
|
Leases |
|
Obligations |
|
Total |
| |||
|
2013 |
|
$ |
403 |
|
$ |
112 |
|
$ |
515 |
|
|
2014 |
|
398 |
|
89 |
|
487 |
| |||
|
2015 |
|
389 |
|
28 |
|
417 |
| |||
|
2016 |
|
389 |
|
— |
|
389 |
| |||
|
2017 and thereafter |
|
130 |
|
— |
|
130 |
| |||
|
|
|
$ |
1,709 |
|
$ |
229 |
|
$ |
1,938 |
|
Legal Proceedings
We are subject to legal proceedings and claims that arise in the ordinary course of business. We do not believe that the outcome of those matters will have a material adverse affect on our consolidated financial position, operating results or cash flows. However, there can be no assurance such legal proceedings will not have a material impact.
We are not aware of any material claims outstanding or pending against Intrusion Inc. at December 31, 2012.
5. Employee Benefit Plan
Employee 401(k) Plan
We have a plan known as the Intrusion Inc. 401(k) Savings Plan (the “Plan”) to provide retirement and incidental benefits for our employees. The Plan covers substantially all employees who meet minimum age and service requirements. As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides tax deferred salary deductions for eligible employees.
Employees may contribute from 1% to 25% of their annual compensation to the Plan, limited to a maximum amount as set by the Internal Revenue Service. Participants who are over the age of 50 may contribute an additional amount of their salary per year, as defined annually by the Internal Revenue Service. We match employee contributions at the rate of $0.25 per each $1.00 of contribution on the first 4% of compensation. Matching contributions to the Plan were approximately $27,000 for the year ended December 31, 2012 and $25,000 for 2011.
6. Line of Credit
On March 29, 2006, we entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) to establish a $1.0 million line of credit (the “2006 Credit Line”). On June 30, 2008, we entered into an Amended and Restated Loan and Security Agreement with SVB to, among other things, replace the 2006 Credit Line with a $2.5 million line of credit (the “2008 Credit Line”). On June 25, 2012, we entered into the Fourth Amendment to the Amended and Restated Loan and Security Agreement (as amended, the “Loan Agreement”) with SVB to replace our expiring line with a $0.625 million line of credit (the “Current Line of Credit”). Our obligations under the Loan Agreement are secured by substantially all of our
assets, including all of our intellectual property. In addition, G. Ward Paxton, the Company’s Chairman, President and Chief Executive Officer, has established a Guaranty Agreement with SVB securing all outstanding balances under the Current Line of Credit. Borrowings under the Current Line of Credit are based on advances (each an “Advance”) against certain of our accounts receivable that are approved by SVB (each an “Eligible Account”). SVB may make an Advance of up to eighty percent (80%) of each Eligible Account, or such other percentage SVB may determine in its sole discretion. Each Advance is subject to a finance charge calculated as a daily rate that is based on a 360-day annual rate of the greater of the prime rate plus 2.0% or 7.0%. Finance charges are payable at the same time its related Advance is due. Each Advance is also subject to a monthly collateral handling fee of 0.5% of all outstanding Advances, depending on certain qualifying financial factors specified in the Loan Agreement. The collateral handling fee is payable at the same time its related Advance is due. Each Advance must be repaid at the earliest of (a) the date that the Eligible Account related to the Advance is paid, (b) the date the Eligible Account is no longer eligible under the Loan Agreement, or (c) the date on which any “Adjustment” (as defined in the Loan Agreement) is asserted to the Eligible Account. On June 24, 2013, the Loan Agreement terminates and all outstanding Advances, accrued but unpaid finance charges, outstanding collateral handing fees, and other amounts become due under the Loan Agreement and related documents. We have certain non-financial and financial covenants, including a liquidity coverage ratio and a rolling EBITDA computation, as defined in the Loan Agreement.
7. Borrowings from Officer
On February 9, 2012, the Company entered into an unsecured revolving promissory note to borrow up to $2,200,000 from G. Ward Paxton, the Company’s Chief Executive Officer. Under the terms of the note, the Company may borrow, repay and reborrow on the loan as needed up to an outstanding principal balance due of $2,200,000 at any given time through March 2013.
On February 7, 2013, the Company entered into an unsecured revolving promissory note to borrow up to $2,200,000 from G. Ward Paxton, the Company’s Chief Executive Officer. Under the terms of the note, the Company may borrow, repay and reborrow on the loan as needed up to an outstanding principal balance due of $2,200,000 at any given time through March 2014.
Amounts borrowed from this officer accrue interest at a floating rate per annum equal to SVB’s prime rate plus 1% (5% at December 31, 2012). All outstanding borrowings and accrued but unpaid interest is due on March 31, 2014. As of December 31, 2012, the borrowings outstanding totaled $1,530,000 and accrued interest totaled $130,000.
8. Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets (liabilities) as of December 31, 2012 and 2011 are as follows (in thousands):
|
|
|
December 31 |
| |||
|
|
|
2012 |
|
2011 |
| |
|
|
|
|
|
|
| |
|
Net operating loss carryforwards |
|
$ |
29,919 |
|
30,094 |
|
|
Net operating loss carryforwards of foreign subsidiaries |
|
374 |
|
374 |
| |
|
Book over tax depreciation |
|
(41 |
) |
(30 |
) | |
|
Intangible assets |
|
— |
|
40 |
| |
|
Stock-based compensation expense |
|
490 |
|
412 |
| |
|
Other |
|
130 |
|
121 |
| |
|
Deferred tax assets |
|
30,872 |
|
31,011 |
| |
|
Valuation allowance for deferred tax assets |
|
(30,872 |
) |
(31,011 |
) | |
|
Deferred tax assets, net of allowance |
|
$ |
— |
|
— |
|
Deferred tax assets are required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the future benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the near to medium term. Management has considered these factors in determining the valuation allowance for 2012 and 2011.
The differences between the provision for income taxes and income taxes computed using the federal statutory rate for the years ended December 31, 2012 and 2011 are as follows (in thousands):
|
|
|
2012 |
|
2011 |
| ||
|
|
|
|
|
|
| ||
|
Reconciliation of income tax benefit to statutory rate: |
|
|
|
|
| ||
|
Income tax benefit at statutory rate |
|
$ |
(84 |
) |
(317 |
) | |
|
State income taxes, net of federal income tax benefit |
|
— |
|
2 |
| ||
|
Changes in state net operating loss carryforwards |
|
(2 |
) |
10 |
| ||
|
Permanent differences |
|
9 |
|
5 |
| ||
|
True-up prior year NOL |
|
213 |
|
— |
| ||
|
Change in valuation allowance |
|
(138 |
) |
277 |
| ||
|
Other |
|
2 |
|
23 |
| ||
|
|
|
$ |
— |
|
$ |
— |
|
At December 31, 2012, we had federal net operating loss carryforwards of approximately $86.0 million for income tax purposes that begin to expire in 2021 and are subject to the ownership change limitations under Internal Revenue Code Section 382. We also had approximately $6 million of state net operating loss carryforwards that begin to expire in 2017.
9. Stock Options
At December 31, 2012, we had three stock-based compensation plans, which are described below. These plans were developed to retain and attract key employees and directors.
In 1995, we adopted our 1995 Stock Option Plan (the “1995 Plan”), which provides for the issuance of up to 400,000 shares of common stock upon exercise of options granted pursuant to the 1995 Plan. In 2000 and 2001, our stockholders approved to increase the overall number of shares available for issuance pursuant to the plan to a total of 825,000 shares of common stock. The 1995 Plan provides for the issuance of both non-qualified and incentive stock options to our employees, officers, and employee-directors. The 1995 Plan expired by its terms on March 21, 2005 and no options were available for future issuance after the expiration. At December 31, 2012, 67,365 employee options have been exercised and employee options to purchase a total of 188,175 shares of common stock were outstanding.
In 1995, we adopted the 1995 Non-Employee Director Stock Option Plan (the “1995 Non-Employee Director Plan”). The 1995 Non-Employee Director Plan provided for the issuance of non-qualified stock options to non-employee directors. The 1995 Non-Employee Director Plan was amended in April 2002 to increase the number of shares available for issuance to 65,000 from 40,000 shares. The 1995 Non-Employee Director Plan expired by its terms on March 21, 2005 and no options were available for future issuance after the expiration. No options have been exercised under the 1995 Non-Employee Director Plan. Non-employee options to purchase a total of 17,500 shares of common stock were outstanding at December 31, 2012. A total of 62,500 options have been granted to directors pursuant to the 1995 Non-Employee Director Plan, of which, 45,000 have been cancelled.
On March 17, 2005, the Board approved the 2005 Stock Incentive Plan (the “2005 Plan”), which was approved by the stockholders on June 14, 2005. The 2005 Plan serves as a replacement for the 1995 Non-Employee Director Plan and the 1995 Plan which expired by their terms on March 21, 2005. The approval of the 2005 Plan had no effect on the 1995 Plans or any options granted pursuant to either plan. All options will continue with their existing terms and will be subject to the 1995 Non-Employee Director Plan or the 1995 Plan, as applicable. Further, the Company will not be able to re-issue any option which is cancelled or terminated under the 1995 Non-Employee Director Plan or the 1995 Plan. The 2005 Plan provided for the issuance of up to 750,000 shares of common stock upon exercise of options granted pursuant to the 2005 Plan. On May 30, 2007, the stockholders approved an Amendment to the 2005 Plan that increased this amount by 750,000 for a total of 1,500,000 shares of common stock that may be issued upon the exercise of options granted pursuant to the 2005 Plan. On May 29, 2008 and May 21, 2009, the stockholders approved an increase of 500,000 shares, respectively, of common stock that may be issued pursuant to the 2005 Plan for a total of 2,500,000 shares. On May 20, 2010, the stockholders approved an additional increase of 500,000 shares of common stock that may be issued pursuant to the 2005 Plan for a total of 3,000,000 shares. On May 19, 2011, the stockholders approved an additional increase of 400,000 shares of common stock that may be issued pursuant to the 2005 Plan for a total of 3,400,000 shares. Finally, on May 17, 2012, the stockholders approved an additional increase of 300,000 shares of common stock that may be issued pursuant to the 2005 Plan for a total of 3,700,000 shares.
The 2005 Plan consists of three separate equity incentive programs: the Discretionary Option Grant Program; the Stock Issuance Program; and the Automatic Option Grant Program for non-employee Board members. Officers and employees, non-employee Board members and independent contractors are eligible to participate in the Discretionary Option Grant and Stock
Issuance Programs. Participation in the Automatic Option Grant Program is limited to non-employee members of the Board. Each non-employee Board member will receive an option grant for 10,000 shares of common stock upon initial election or appointment to the Board, provided that such individual has not previously been employed by the Company in the preceding six (6) months. In addition, on the date of each annual stockholders meeting, each Board member will automatically be granted an option to purchase 5,000 shares of common stock, provided he or she has served as a non-employee Board member for at least six months. At December 31, 2012, 297,001 options had been exercised and options to purchase a total of 2,573,500 shares of common stock were outstanding. A total of 3,259,500 options had been granted under the 2005 Plan, of which 388,999 have been cancelled and options for 829,499 shares remained available for future grant. No shares have been issued pursuant to the Stock Issuance Program.
Common shares reserved for future issuance, including conversions of preferred stock, outstanding options and options available for future grant under all of the stock option plans totaled 4,772,602 shares at December 31, 2012 as follows, in thousands:
|
(In thousands) |
|
Common Shares |
|
|
|
|
|
|
|
Preferred Stock |
|
1,164 |
|
|
1995 Plan |
|
188 |
|
|
1995 Non-Employee Director Plan |
|
18 |
|
|
2005 Plan |
|
3,403 |
|
|
Total |
|
4,773 |
|
The Compensation Committee of our Board of Directors determines for all employee options, the term of each option, option exercise price within limits set forth in the plans, number of shares for which each option is granted and the rate at which each option is exercisable (generally ratably over one, three or five years from grant date). However, the exercise price of any incentive stock option may not be less than the fair market value of the shares on the date granted (or less than 110% of the fair market value in the case of optionees holding more than 10% of our voting stock of the Company), and the term cannot exceed ten years (five years for incentive stock options granted to holders of more than 10% of our voting stock).
Stock Incentive Plan Summary
A summary of our stock option activity and related information for the years ended December 31, 2012 and 2011 is as follows:
|
|
|
2012 |
|
2011 |
| ||||||
|
|
|
Number of |
|
Weighted |
|
Number of |
|
Weighted |
| ||
|
|
|
|
|
|
|
|
|
|
| ||
|
Outstanding at beginning of year |
|
2,691 |
|
$ |
.77 |
|
2,380 |
|
$ |
.82 |
|
|
Granted at price = market value |
|
223 |
|
.65 |
|
303 |
|
.69 |
| ||
|
Granted at price > market value |
|
105 |
|
.72 |
|
120 |
|
.77 |
| ||
|
Exercised |
|
(230 |
) |
.33 |
|
(60 |
) |
.33 |
| ||
|
Forfeited |
|
- |
|
- |
|
(16 |
) |
.51 |
| ||
|
Expired |
|
(10 |
) |
5.21 |
|
(36 |
) |
3.81 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||
|
Outstanding at end of year |
|
2,779 |
|
$ |
.78 |
|
2,691 |
|
$ |
.77 |
|
|
Options exercisable at end of year |
|
2,012 |
|
$ |
.84 |
|
1,791 |
|
$ |
.89 |
|
Stock Options Outstanding and Exercisable
Information related to stock options outstanding at December 31, 2012, is summarized below:
|
|
|
Options Outstanding |
|
Options Exercisable |
| ||||||||
|
Range of Exercise Prices |
|
Outstanding at |
|
Weighted |
|
Weighted |
|
Exercisable at |
|
Weighted |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
$ 0.20-$0.50 |
|
1,625 |
|
4.82 years |
|
$ |
0.33 |
|
1,465 |
|
$ |
0.32 |
|
|
$ 0.51-$1.00 |
|
773 |
|
6.93 years |
|
$ |
0.70 |
|
167 |
|
$ |
0.71 |
|
|
$ 1.01-$3.00 |
|
128 |
|
1.69 years |
|
$ |
2.42 |
|
128 |
|
$ |
2.42 |
|
|
$ 3.01-$5.44 |
|
253 |
|
2.30 years |
|
$ |
3.12 |
|
252 |
|
$ |
3.12 |
|
|
|
|
2,779 |
|
5.03 years |
|
$ |
0.78 |
|
2,012 |
|
$ |
0.84 |
|
Summarized information about outstanding stock options as of December 31, 2012, that are fully vested and those that are expected to vest in the future as well as stock options that are fully vested and currently exercisable, are as follows:
|
|
|
Outstanding Stock |
|
Options that are | ||
|
As of December 31, 2012 |
|
|
|
| ||
|
Number of outstanding options |
|
2,779 |
|
2,012 | ||
|
Weighted average remaining contractual life |
|
5.03 |
|
4.36 | ||
|
Weighted average exercise price per share |
|
$ |
0.78 |
|
$ |
.84 |
|
Intrinsic value (in thousands) |
|
$ |
263 |
|
$ |
253 |
|
|
|
|
|
| ||
|
* Includes effects of expected forfeitures |
|
|
|
| ||
As of December 31, 2012, the total unrecognized compensation cost related to non-vested options not yet recognized in the statement of operations totaled approximately $111 thousand (including expected forfeitures) and the weighted average period over which these awards are expected to vest was .73 years.
10. Preferred Stock
5% Preferred Stock
On March 25, 2004, we completed a $5.0 million private placement of our 5% convertible preferred stock and warrants. In the private placement, we sold 1,000,000 shares of our 5% preferred stock at a price of $5.00 per share for gross proceeds of $5.0 million, less $275,000 of issuance costs. The 5% preferred shares were initially convertible into 1,590,331 shares of common stock at a conversion price of $3.144 per share. Holders of the 5% convertible preferred stock include 140,000 shares purchased by our CEO and 60,000 shares purchased by a director of the Company.
The 5% dividends related to the 5% preferred stock are paid semi-annually on the last business day in March and September of each year, beginning with September 2004. Preferred stockholders vote together with common stockholders on an as converted to common stock basis. Based on the conversion rate of the preferred stock, holders of our 5% preferred stock will receive 1.5903 votes per share rounded to the nearest whole number. The liquidation preference for the 5% preferred stock is an amount equal to $5.00 per share plus any accrued and unpaid dividends. Holders of our 5% preferred stock have liquidation preference rights over common stockholders.
All warrants previously issued to 5% convertible preferred stock holders have expired.
We have the right to redeem any or all of the outstanding 5% preferred stock at a price of $5.00 per share plus accrued dividends at any time if certain conditions are met.
At December 31, 2012 there were 220,000 shares of our 5% preferred stock outstanding.
Series 2 5% Preferred Stock
On March 28, 2005, we completed a $2.7 million private placement of Series 2 5% convertible preferred stock and warrants. In the private placement, we sold 1,065,200 shares of preferred stock at a price of $2.50 per share for gross proceeds of $2.7 million, less $173,000 of issuance costs. The shares of Series 2 5% preferred stock are convertible into 1,065,200 shares of common stock at an initial conversion price of $2.50 per share. Holders of the Series 2 5% preferred stock include 260,000 shares by our CEO, 100,000 shares by our CFO and 60,000 shares by a director of the Company.
The 5% dividends accruing on the Series 2 5% preferred stock are required to be paid quarterly on the first business day in March, June, September and December of each year, beginning with June 2005. The liquidation preference for the preferred stock is an amount equal to $2.50 per share plus any accrued and unpaid dividends. Holders of our Series 2 5% preferred stock have liquidation preference rights over our 5% preferred stock holders as well as our common stockholders. The holders of the Series 2 5% preferred stock are not entitled to vote on any matter, except as otherwise required by law or with respect to certain limited matters specified in the certificate of designations.
All warrants previously issued to Series 2 5% convertible preferred stock holders have expired.
Holders of Series 2 5% preferred stock have the right to require us to redeem any or all of the their shares upon the occurrence of certain events within the Company’s control that are defined in Certificate of Designation at a price equal the sum of (1) the greater of $3.25 and the product of the volume weighted average price of our common stock on the trading day immediately preceding the event multiplied by $2.50 divided by the conversion price then in effect plus (2) any accrued but unpaid dividends on the Series 2 5% preferred stock plus (3) all liquidated damages or other amounts payable to the holders of Series 2 5% preferred stock.
At December 31, 2012 there were 460,000 shares of Series 2 5% preferred stock outstanding.
Series 3 5% Preferred Stock
On December 2, 2005, we completed a $1.2 million private placement of Series 3 5% convertible preferred stock and warrants. In the private placement, we sold 564,607 shares of preferred stock at a price of $2.18 per share for gross proceeds of $1.2 million, less $100,000 of issuance costs. The shares of Series 3 5% preferred stock are convertible into 564,607 shares of common stock at an initial conversion price of $2.18 per share. Holders of the Series 3 5% preferred stock include 123,853 shares by our CEO, 68,808 shares by our CFO and 27,523 shares purchased by a director of the Company.
The 5% dividends accruing on the Series 3 5% preferred stock are required to be paid quarterly on the first business day in March, June, September and December of each year, beginning with March 1, 2006. The liquidation preference for the preferred stock is an amount equal to $2.18 per share plus any accrued and unpaid dividends. Holders of our Series 3 5% preferred stock have liquidation preference rights over holders of our 5% preferred, Series 2 5% preferred stock and common stock. The holders of the Series 3 5% preferred stock are not entitled to vote on any matter, except as otherwise required by law or with respect to certain limited matters specified in the certificate of designations.
All warrants previously issued to Series 3 5% convertible preferred stock holders have expired.
Holders of Series 3 5% preferred stock have the right to require us to redeem any or all of their shares upon the occurrence of certain events within the Company’s control that are defined in the certificate of designation at a price equal the sum of (1) the greater of $2.834 and the product of the volume weighted average price of our common stock on the trading day immediately preceding the event multiplied by $2.18 divided by the conversion price then in effect plus (2) any accrued but unpaid dividends on the Series 3 5% preferred stock plus (3) all liquidated damages or other amounts payable to the holders of Series 3 5% preferred stock.
At December 31, 2012 there are 354,056 shares of Series 3 5% preferred stock outstanding.
Dividends Payable
During the fiscal year ended December 31, 2012, we accrued $55,000 in dividends to the holders of our 5% Preferred Stock, $57,000 in dividends to the holders of our Series 2 5% Preferred Stock and $39,000 in dividends to the holders of our Series 3 5% Preferred Stock. As of December 31, 2012, we have $279,000 in accrued and unpaid dividends
included in other current liabilities. Delaware law provides that we may only pay dividends out of our capital surplus or, if no surplus is available, out of our net profits for the fiscal year the dividend is declared and/or the preceding fiscal year.
11. Concentrations
Our operations are concentrated in one area—security software/entity identification. Sales to the U.S. Government through direct and indirect channels totaled 40.5% of total revenues for 2012 and 38.4% of total revenues for 2011. During 2012 approximately 38.2% of total revenues are attributable to four government customers. During 2011 approximately 34.2% of total revenues are attributable to three government customers. One individual commercial customer in 2012 exceeded 57% of total revenues for the year; while 2011 had one individual commercial customer that exceeded 58% of total revenues for the year. Our similar product and service offerings are not viewed as individual segments, as our management analyzes the business as a whole and expenses are not allocated to each product offering.
12. Subsequent Events
On February 7, 2013, the Company entered into an unsecured revolving promissory note to borrow up to $2,200,000 from G. Ward Paxton, the Company’s Chief Executive Officer. Under the terms of the note, the Company may borrow, repay and reborrow on the loan as needed up to an outstanding principal balance due of $2,200,000 at any given time through March 2014.
Exhibit 10.24
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (hereinafter referred to as the “Amendment”) is made this 21st day of September, 2012, by and between CWTX CORPORATE PLACE 87, L.P., a Delaware limited partnership (“Landlord”), and INTRUSION, INC., a Delaware corporation (“Tenant”).
WITNESSETH:
WHEREAS, Landlord and Tenant are party to that certain Lease, with the Lease Reference Date of January 12, 2004 (the “Original Lease”) as amended by that certain First Amendment to Lease, dated as of September 1, 2009 (the “First Amendment”, and together with the Original Lease, the “Lease”, as may be further amended or modified from time to time), pursuant to which Landlord leases to Tenant certain premises consisting of approximately 27,777 rentable square feet with a common address of 1101 East Arapaho Road, Suite 200, Richardson, Texas, as more particularly described in the Lease (the “Premises”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Lease.
WHEREAS, the Term is scheduled to expire on December 31, 2012 and Landlord and Tenant desire to extend the existing Term for an additional fifty-two (52) full calendar months from such expiration date and to amend the terms and conditions of the Lease as hereinafter provided.
AGREEMENT:
NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and the mutual covenants set forth herein, the parties hereto agree as follows:
1. Extension of Term. The Term is hereby extended for a period of fifty-two (52) full calendar months, commencing as of January 1, 2013 (the “Extended Term Commencement Date”) and expiring on April 30, 2017 (the “Extended Term”). From and after the date hereof, the “Term” shall be deemed to include the Extended Term.
2. Monthly Installment of Rent.
(a) Monthly Installment of Rent Schedule. Effective as of the Extended Term Commencement Date, the Annual Rent and Monthly Installment of Rent for the Premises payable by Tenant to Landlord during the Extended Term is as follows:
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ANNUAL RENT and MONTHLY INSTALLMENT OF RENT: |
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Period |
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Rentable Square Footage |
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|
Annual Rent Per Square Foot |
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|
Annual Rent |
|
|
Monthly Installment of Rent |
| |||
|
|
|
|
|
|
|
|
|
| |||||||
|
From |
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|
Through |
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|
|
|
|
|
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| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/01/2013 |
|
|
4/30/2014 |
|
27,777 |
|
|
$13.25 |
|
|
$368,045.25 |
|
|
$30,670.44 |
|
|
5/01/2014 |
|
|
4/30/2015 |
|
27,777 |
|
|
$13.50 |
|
|
$374,989.50 |
|
|
$31,249.13 |
|
|
5/01/2015 |
|
|
4/30/2017 |
|
27,777 |
|
|
$14.00 |
|
|
$388,878.00 |
|
|
$32,406.50 |
|
Except as otherwise set forth in this Amendment, all other terms and conditions with respect to the payment of Monthly Installment of Rent, Taxes, Expenses, or any other sums due and payable by Tenant under the Lease shall remain as set forth thereunder.
(b) Monthly Installment of Rent Abatement Period. Notwithstanding the foregoing subsection (a) and the Monthly Installment of Rent due and payable as set forth in the Original Lease and First Amendment, Tenant’s obligation to pay the Monthly Installment of Rent shall be conditionally abated as follows (the “Monthly Installment of Rent Abatement Period”):
|
From: |
|
|
To: |
|
Monthly Installment |
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|
Monthly Installment of |
|
|
Monthly Installment |
|
|
|
|
|
|
|
of Rent |
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|
Rent Abated |
|
|
of Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
Due and Payable |
|
|
1/01/2013 |
|
|
4/30/2013 |
|
$30,670.44 |
|
|
$30,670.44 |
|
|
$0.00 |
|
During any Monthly Installment of Rent Abatement Period, Tenant’s obligation to pay Expenses, Taxes, and any and all other charges pursuant to the terms of the Lease shall continue in full force and effect without abatement of any kind. The abatement of Monthly Installment of Rent described above is expressly conditioned on Tenant’s performance of its obligations under the Lease throughout the Term. If there is an Event of Default under the Lease and such Event of Default leads to the enforcement of any remedies against Tenant (including the termination of the Lease prior to the expiration of the Term), then Tenant shall immediately pay to Landlord on demand, in addition to all other amounts and damages to which Landlord is entitled, the amount of Monthly Installment of Rent which would otherwise have been due and payable during any portion of the Monthly Installment of Rent Abatement Period.
(c) Base Year. As of the Extended Term Commencement Date, the Base Year (Expenses) and Base Year (Taxes) shall both deemed to be calendar year 2013.
3. AS-IS Condition; Tenant’s Work.
(a) AS-IS Condition. Tenant hereby acknowledges and agrees that it has accepted the Premises as of the date hereof, and will accept the Premises as of the Extended Lease Term Commencement Date, in AS-IS, WHERE-IS condition without any representation or warranty of any kind made by Landlord in favor of Tenant.
(b) Tenant’s Work. Notwithstanding the foregoing subsection (a), Tenant may, on or after the Extension Term Commencement Date (except as set forth on Exhibit A) complete the work set forth on Exhibit A attached hereto in accordance with the terms and conditions set forth on such exhibit.
4. Landlord’s Address. Landlord’s Address set forth in the Reference Pages of the Lease is hereby deleted in its entirety and replaced with the following:
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LANDLORD’S ADDRESS: |
c/o IndCor Properties 2 N. Riverside Plaza, Suite 2350 Chicago, IL 60606 Attention: Lease Administration With a copy to:
c/o IndCor Properties 7887 E. Belleview Avenue, Suite 325 Denver, CO 80111 Attention: Charles E. Sullivan |
5. Limitation of Landlord’s Liability. Section 40 of the Original Lease shall be amended and restated in its entirety as follows:
“40. Limitation of Landlord’s Liability. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term “Landlord” in this Lease shall mean only the owner, for the time being of the Premises, and in the event of the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s ownership. Any liability of Landlord under this Lease shall be limited solely to its interest in the Building, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord. Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its trustees, directors,
shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.”
6. Renewal Option. For the avoidance of doubt, Exhibit E of the Original Lease and Section 6 of the First Amendment are hereby deemed null and void and of no further force and effect. Tenant shall have a one-time renewal option on the terms and conditions as set forth on Exhibit B attached hereto.
7. Roof. Notwithstanding anything to the contrary in the Lease, Landlord may elect, in its sole discretion and from time to time, to install (or permit the installation of) telecommunication equipment, solar equipment and panels, and any other equipment for any other uses on the roof of the Premises.
8. Tenant’s Broker. Tenant represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction other than NAI Robert Lynn. Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction.
9. OFAC. Tenant hereby represents and warrants that, to the best of its knowledge, neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons.” If the foregoing representation is untrue at any time during the Term, an Event of Default will be deemed to have occurred, without the necessity of notice to the defaulting party.
10. Authority. Tenant represents and warrants to Landlord that Tenant has been and is qualified to do business in the state in which the Premises is located, that the entity has the full right and authority to enter into this Amendment, and that all persons signing on behalf of the entity were authorized to do so by appropriate actions.
11. Severability. If any clause or provision of this Amendment is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Amendment shall not be affected thereby. It is also the intention of the parties to this Amendment that in lieu of each clause or provision of this Amendment that is illegal, invalid or unenforceable, there be added, as a part of this Amendment, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.
12. Counterparts and Delivery. The Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Amendment. Execution copies of the Amendment may be delivered by facsimile or email, and the parties hereto agree to accept and be bound by facsimile signatures or scanned signatures transmitted via email hereto, which signatures shall be considered as original signatures with the transmitted Amendment having the binding effect as an original signature on an original document. Notwithstanding the foregoing, Tenant shall, upon Landlord’s request, deliver original copies of the Amendment to Landlord at the address set forth in such request. Neither party may raise the use of a facsimile machine or scanned document or the fact that any signature was transmitted through the use of a facsimile machine or email as a defense to the enforcement of the Amendment.
13. Conflict; Ratification. Insofar as the specific terms and provisions of this Amendment purport to amend or modify or are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of this Amendment shall govern and control. Landlord and Tenant hereby agree that (a) this Amendment is incorporated into and made a part of the Lease, (b) any and all references to the Lease hereinafter shall include this Amendment, and (c) the Lease, and all terms, conditions and provisions of the Lease, are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly authorized, executed and delivered as of the day and year first set forth above.
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TENANT: |
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LANDLORD: | |||||||||
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INTRUSION, INC., a Delaware corporation |
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CWTX CORPORATE PLACE 87, L.P., a Delaware | |||||||||
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By: |
/s/ Michael L. Paxton |
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By: |
CWTX GP, L.L.C., a Delaware limited liability | |||||||
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Name: |
Michael L. Paxton |
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company, its general partner | |||||||
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Title: |
VP & CFO |
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By: |
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/s/ Charles E. Sullivan | |||||||
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Name: |
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Charles E. Sullivan | |||||||
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Title: |
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Vice President | |||||||
EXHIBIT A
TENANT’S WORK
(a) Tenant’s Work. Landlord shall contribute, on the terms and conditions of this Exhibit A, up to a maximum amount of $111,108.00 (the “Allowance”) towards Tenant’s alterations and improvements to the Premises as agreed to between Landlord and Tenant and provided that any such alterations or improvements will become permanently affixed to the Property, directly benefit the Building, and are agreed to by Landlord, such consent not to be unreasonably withheld (collectively, the “Tenant’s Work”). Landlord’s agreement to provide the Allowance is expressly conditioned upon Tenant’s submission of detailed plans and specifications for the Tenant’s Work to Landlord with Tenant to finalize such plans and specifications in response to any of Landlord’s comments thereto within five (5) business days of Landlord’s response to such submission.
(b) Landlord’s Approval; Tenant’s Obligations. The Tenant’s Work shall be subject to the terms of Section 6 of the Lease. In addition to obtaining Landlord’s consent as and when required pursuant to Section 6 of the Lease, Tenant shall obtain Landlord’s prior written consent for any of the Tenant’s Work for which Tenant will seek reimbursement from the Allowance. In all cases, Tenant shall deliver plans and specifications for the Tenant’s Work, and any other documentation reasonably requested by Landlord, to Landlord for approval prior to commencing any of the Tenant’s Work. All of the Tenant’s Work shall be constructed and undertaken in a good and workmanlike manner and in compliance with all applicable laws, and Tenant shall perform, at its expense, any alteration or modification required by any applicable laws as a result of the Tenant’s Work. Landlord may monitor the construction of the Tenant’s Work, subject to the obligation to provide prior notice to Tenant of any entry onto the Premises (except in the case of emergency, in which case no prior notice is required). In the event the scope of work requested by Tenant is such that Landlord elects to engage a third-party architect, engineer, or other similar consultant or professional to review such proposed work, Tenant shall reimburse Landlord for its actual, reasonable out-of-pocket costs in reviewing plans and specifications and in monitoring the construction for compliance with such approved plans and specifications. Landlord’s right to approve the Tenant’s Work and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that the Tenant’s Work complies with any applicable laws. In addition, Landlord may collect a construction management fee in an amount which shall be calculated based upon the scope of the Tenant’s Work as described herein and any additional work requested by Tenant and agreed to by Landlord, taking into account costs generally payable for similar services within the market area in which the Building is located, and such fee shall be paid, in part or in whole, from the Allowance with any amount not covered by the Allowance to be paid by Tenant directly to Landlord (or, at Landlord’s election, to Landlord’s property manager). Landlord shall provide Tenant with a good faith estimated cost of the expected construction management fee; provided, however, Tenant hereby agrees and acknowledges that the estimated cost of such fee is an estimate only and Landlord makes no guaranty or warranty that such estimate will be accurate.
(c) Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of the Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to the Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing, attorney, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of the Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed the Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final closed-out permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of the Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted for reimbursement in accordance with the terms of this exhibit from the Extension Term Commencement Date through December 31, 2016, at which time
Tenant hereby waives any and all rights to any unused portion of the Allowance; provided, however, that Landlord agrees to permit Tenant, upon Tenant’s written request, to commence any portion of the Tenant’s Work related solely to the HVAC system servicing the existing server area located within the Premises prior to the Extension Term Commencement Date.
EXHIBIT B
RENEWAL OPTION
Notwithstanding anything to the contrary in the Lease, Tenant shall have one (1) option to renew the Lease Term (the “Renewal Option”) on the following terms and conditions:
(a) Provided that as of the date of the receipt of the Renewal Notice (as hereinafter defined) by Landlord and the Renewal Commencement Date (as hereinafter defined), (i) Tenant is the tenant named on the Lease as of the Extended Term Commencement Date, (ii) Tenant actually occupies all of the Premises, and (iii) no default exists, or would exist but for the passage of time or the giving of notice, or both, then Tenant shall have the right to extend the Term for an additional term of sixty (60) months (the “Renewal Term”) commencing on the day following the expiration of the Extended Term (the “Renewal Commencement Date”). Tenant shall give Landlord written notice (the “Renewal Notice”) of its election to renew the Term in accordance with the terms hereof at least six (6) months, but not more than nine (9) months, prior to the scheduled expiration date of the Extended Term.
(b) The Annual Rent payable by Tenant to Landlord during the Renewal Term shall be the greater of (i) the Annual Rent applicable to the last year of the Extended Term, and (ii) the then-prevailing market rate for comparable space in comparable buildings in the vicinity of the Property taking into account the size of the Lease, the length of the renewal term, market escalations, and the credit of Tenant. The Annual Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord’s not having to find a new tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period).
(c) Within thirty (30) days of receipt of the Renewal Notice, Landlord shall notify Tenant of its determination of the Annual Rent (which shall be made in Landlord’s sole discretion) for the Renewal Term, and Tenant shall advise Landlord in writing of any objection within ten (10) days of receipt of Landlord’s notice. Failure to respond within the ten (10) day period shall constitute Tenant’s rejection of such Annual Rent with Tenant’s exercise of the Renewal Option deemed withdrawn and the Lease shall expire or terminate in accordance with its terms. If Tenant objects in writing, Landlord and Tenant shall commence negotiations to attempt to agree upon the Annual Rent for a period of up to fifteen (15) days after Landlord’s receipt of Tenant’s objection notice. If the parties cannot agree, each acting in good faith but without any obligation to agree, on the Annual Rent on or before the end of such fifteen (15) day period, then Tenant’s exercise of the Renewal Option shall be deemed withdrawn and the Lease shall expire or terminate in accordance with its terms.
(d) The determination of the Annual Rent does not reduce the Tenant’s obligation to pay or reimburse Landlord for Expenses, Taxes, and any other reimbursable or chargeable items as set forth in the Lease, and Tenant shall reimburse and pay Landlord as set forth in the Lease with respect to such items with respect to the Premises during the Renewal Term.
(e) Except for the Annual Rent for the Renewal Term as determined above, Tenant’s occupancy of the Premises during the Renewal Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the Extended Term; provided, however, Tenant shall have no further right to any allowances, credits or abatements or any options to expand, contract, renew, terminate or extend the Lease.
(f) If Tenant does not give the Renewal Notice within the period set forth above, the Renewal Option shall automatically terminate. Time is of the essence as to the giving of the Renewal Notice.
(g) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Renewal Term. The Premises shall be tendered on the Renewal Commencement Date in “as-is” condition.
(h) If the Lease is extended for the Renewal Term, then, promptly after the determination of Annual Rent in accordance with the terms of this exhibit, Landlord shall prepare and Tenant shall execute an amendment to the Lease confirming the extension of the Term and the other provisions applicable thereto.
(i) If Tenant exercises its right to renew the term of the Lease for the Renewal Term pursuant to this exhibit and the parties execute the amendment, the term “Term” as used in the Lease shall be construed to include, when practicable, the Renewal Term except as provided in subparagraph (e) above.
EXHIBIT 10.25
AMENDED AND RESTATED PROMISSORY NOTE
(Revolving Loan)
|
$2,200,000.00 |
Effective February 7, 2013 |
FOR VALUE RECEIVED, on or before March 31, 2014 (“Maturity Date”), INTRUSION INC., a Delaware corporation (“Borrower”), promises to pay to the order of G. WARD PAXTON, of Richardson, TX (“Payee”), at 1101 E. Arapaho Road, Suite 200, the principal amount of TWO MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($2,200,000.00), or such lesser amount as may have been advanced by Payee to Borrower pursuant to this Amended and Restated Promissory Note (“Note”), together with interest on the unpaid principal balance of this Note from time to time outstanding at a floating rate per annum equal to one percent (1%) above the Prime Rate (as hereinafter defined), calculated on the basis of actual days elapsed but computed as if each year consisted of 360 days. This Note amends, restates and replaces in full that certain Promissory Note dated January 30, 2008, in the original principal amount of $2,200,000.00, executed by Borrower and originally payable to the order of Payee on or before December 31, 2008. As used herein, the term “Prime Rate” shall mean the most recently announced “prime rate” of Silicon Valley Bank, even if it is not such bank’s lowest rate. Changes to the interest rate on this Note based upon changes in the Prime Rate shall be effective on the effective date of any changes to the Prime Rate and to the extent of any such change.
The outstanding principal balance of this Note, together with all accrued but unpaid interest, shall be due and payable in full on the Maturity Date.
Subject to the terms and conditions of this Note, Payee has agreed to make advances during the period beginning on the date of this Note and ending on the Maturity Date in an aggregate principal amount of up to $2,200,000 outstanding at any date upon three (3) Business Days prior written notice. Payee is authorized to endorse on the schedule annexed hereto and made a part hereof amounts advanced to Borrower through the Maturity Date. Borrower and Payee have agreed that Payee shall be obligated to make such advances to Borrower only so long as of the date of each such advance, no Event of Default (as hereinafter defined) exists or would occur by reason of the making of such advance. Subject to the foregoing, amounts repaid may be reborrowed by Borrower.
Borrower may from time to time prepay all or any portion of the principal of this Note without premium or penalty. Unless otherwise agreed to in writing, or otherwise required by applicable law, payments will be applied first to unpaid accrued interest, then to principal, and any remaining amount to any unpaid collection costs; provided, however, upon delinquency or other Event of Default, Payee reserves the right to apply payments among principal, interest and collection cost, at its discretion. All prepayments shall be applied to the indebtedness owing hereunder in such order and manner as Payee may from time to time determine in its sole discretion. All payments and prepayments of principal of or interest on this Note shall be made in lawful money of the United States of America in immediately available funds, at the address of Payee indicated above, or such other place as the holder of this Note shall designate in writing to Borrower. If any payment of principal of or interest on this Note shall become due on a day which is not a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day and any such extension of time shall be included in computing interest in connection with such payment. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed.
Borrower represents and warrants to Payee as follows:
(a) This Note is the legal, valid and binding obligation of Borrower, enforceable against it in accordance with its terms.
(b) The approval, execution, delivery and performance of, and compliance by Borrower with the terms of this Note, will not cause Borrower to be in violation of any applicable law or regulation, or of any order or regulation applicable to it. The approval, execution, delivery and performance of, and compliance by Borrower with the terms of, this Note will not conflict
with or result in a breach of any of the terms of any material agreement or instrument to which Borrower is a party or by which it is bound, or constitute a default thereunder.
Borrower agrees that upon the occurrence of any one or more of the following events of default (“Event of Default”):
(a) failure of Borrower to pay any installment of principal of or interest on this Note or on any other indebtedness of Borrower to Payee when due; or
(b) any representation or warranty made by Borrower in this Note shall be untrue in any material respect when made; or
(c) the bankruptcy or insolvency of, the assignment for the benefit of creditors by, or the appointment of a receiver for any of the property of, or the liquidation, termination, dissolution or death or legal incapacity of, any party liable for the payment of this Note, whether as maker, endorser, guarantor, surety or otherwise; the holder of this Note may, at its option, without further notice or demand, (i) declare the outstanding principal balance of and accrued but unpaid interest on this Note at once due and payable, (ii) refuse to advance any additional amounts under this Note, (iii) pursue any and all other rights, remedies and recourses available to the holder hereof, including but not limited to any such rights, remedies or recourses at law or in equity, or (iv) pursue any combination of the foregoing.
The failure to exercise the option to accelerate the maturity of this Note or any other right, remedy or recourse available to the holder hereof upon the occurrence of an Event of Default hereunder shall not constitute a waiver of the right of the holder of this Note to exercise the same at that time or at any subsequent time with respect to such Event of Default or any other Event of Default. The rights, remedies and recourses of the holder hereof, as provided in this Note, shall be cumulative and concurrent and may be pursued separately, successively or together as often as occasion therefore shall arise, at the sole discretion of the holder hereof. The acceptance by the holder hereof of any payment under this Note which is less than the payment in full of all amounts due and payable at the time of such payment shall not (i) constitute a waiver of or impair, reduce, release or extinguish any right, remedy or recourse of the holder hereof, or nullify any prior exercise of any such right, remedy or recourse, or (ii) impair, reduce, release or extinguish the obligations of any party liable under this Note as originally provided herein.
Notwithstanding anything herein to the contrary, if at any time the interest rate set forth above, together with all fees, charges and other amounts which are treated as interest on the indebtedness evidenced by this Note under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by Payee in accordance with applicable law, the rate of interest payable hereunder in respect of such indebtedness, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate.
If this Note is placed in the hands of an attorney for collection, or is collected in whole or in part by suit or through probate, bankruptcy or other legal proceedings of any kind, Borrower agrees to pay, in addition to all other sums payable hereunder, all costs and expenses of collection, including but not limited to reasonable attorneys’ fees.
Borrower and any and all endorsers and guarantors of this Note severally waive presentment for payment, notice of nonpayment, protest, demand, notice of protest, notice of intent to accelerate, notice of acceleration and dishonor, diligence in enforcement and indulgences of every kind and without further notice hereby agree to renewals, extensions, exchanges or releases of collateral, taking of additional collateral, indulgences or partial payments, either before or after maturity.
THIS NOTE HAS BEEN EXECUTED UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
[Signature Page Follows]
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BORROWER: | |
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INTRUSION INC. | |
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By: /s/ Michael L. Paxton | |
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Name: Michael L. Paxton | |
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Title: Vice President and Chief Financial Officer | |
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ACKNOWLEDGED AND AGREED: |
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/s/ G. Ward Paxton |
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G. WARD PAXTON |
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements (Form S-8, No. 333-60928, Form S-8, No. 333-57948 and Form S-8, No. 33-34476) pertaining to the 1995 Stock Option Plan of Intrusion Inc., as amended, the Registration Statements (Form S-8, No. 333-90408 and Form S-8, No. 333-04484) pertaining to the 1995 Non-Employee Director Stock Option Plan of Intrusion Inc., as amended, and the Registration Statement (Form S-8, No. 333-125816) pertaining to the Intrusion Inc. 2005 Stock Incentive Plan of our report dated March 28, 2013, with respect to the consolidated financial statements of Intrusion Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2012.
/s/ Whitley Penn LLP
Dallas, Texas
March 28, 2013
EXHIBIT 31.1
I, G. Ward Paxton, Chief Executive Officer of Intrusion Inc., certify that:
(1) I have reviewed this annual report on Form 10-K of Intrusion Inc.:
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 28, 2013 |
/s/ G. Ward Paxton |
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G. Ward Paxton |
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Chief Executive Officer |
EXHIBIT 31.2
I, Michael L. Paxton, Chief Financial Officer of Intrusion Inc., certify that:
(1) I have reviewed this annual report on Form 10-K of Intrusion Inc.:
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 28, 2013 |
/s/ Michael L. Paxton |
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Michael L. Paxton |
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Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO RULE 13a-14(b) OF THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Intrusion Inc. (the “Company”) on Form 10-K for the fiscal year ending December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, G. Ward Paxton, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 28, 2013 |
/s/ G. Ward Paxton |
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G. Ward Paxton |
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Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO RULE 13a-14(b) OF THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Intrusion Inc. (the “Company”) on Form 10-K for the fiscal year ending December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael L. Paxton, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 28, 2013 |
/s/ Michael L. Paxton |
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Michael L. Paxton |
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Chief Financial Officer |
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Preferred Stock (Details) (USD $)
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12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Dec. 31, 2012
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Dec. 31, 2011
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Mar. 25, 2004
5% preferred stock
item
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Dec. 31, 2012
5% preferred stock
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Mar. 25, 2004
5% preferred stock
CEO
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Mar. 25, 2004
5% preferred stock
Director
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Mar. 28, 2005
Series 2 5% preferred stock
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Dec. 31, 2012
Series 2 5% preferred stock
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Mar. 28, 2005
Series 2 5% preferred stock
Minimum
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Mar. 28, 2005
Series 2 5% preferred stock
CEO
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Mar. 28, 2005
Series 2 5% preferred stock
Director
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Mar. 28, 2005
Series 2 5% preferred stock
CFO
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Dec. 02, 2005
Series 3 5% preferred stock
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Dec. 31, 2012
Series 3 5% preferred stock
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Dec. 02, 2005
Series 3 5% preferred stock
Minimum
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Dec. 02, 2005
Series 3 5% preferred stock
CEO
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Dec. 02, 2005
Series 3 5% preferred stock
Director
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Dec. 02, 2005
Series 3 5% preferred stock
CFO
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| Preferred Stock | ||||||||||||||||||
| Dividend rate (as a percent) | 5.00% | 5.00% | 5.00% | |||||||||||||||
| Value of shares issued under private placement | $ 5,000,000 | $ 2,700,000 | $ 1,200,000 | |||||||||||||||
| Shares issued under private placement | 1,000,000 | 140,000 | 60,000 | 1,065,200 | 260,000 | 60,000 | 100,000 | 564,607 | 123,853 | 27,523 | 68,808 | |||||||
| Share issued price (in dollars per share) | $ 5.00 | $ 2.50 | $ 2.18 | |||||||||||||||
| Issuance costs incurred for shares issued | 275,000 | 173,000 | 100,000 | |||||||||||||||
| Shares of common stock issued upon conversion of preferred stock | 1,590,331 | 1,065,200 | 564,607 | |||||||||||||||
| Conversion price per share (in dollars per share) | $ 3.144 | $ 2.50 | $ 2.18 | |||||||||||||||
| Number of votes per share that holders of preferred stock will receive | 1.5903 | |||||||||||||||||
| Liquidation preference value preferred stock price per share | $ 5.00 | $ 2.50 | $ 2.18 | |||||||||||||||
| Redemption price per share (in dollars per share) | $ 5.00 | $ 3.25 | $ 2.834 | |||||||||||||||
| Shares outstanding | 220,000 | 460,000 | 354,056 | |||||||||||||||
| Dividends Payable | ||||||||||||||||||
| Preferred stock dividends accrued during the period | 152,000 | 151,000 | 55,000 | 57,000 | 39,000 | |||||||||||||
| Accrued and unpaid dividends | $ 279,000 | $ 123,000 | ||||||||||||||||
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Income Taxes (Details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
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Dec. 31, 2012
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Dec. 31, 2011
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| Deferred tax assets, net | ||
| Net operating loss carryforwards | $ 29,919 | $ 30,094 |
| Net operating loss carryforwards of foreign subsidiaries | 374 | 374 |
| Book over tax depreciation | (41) | (30) |
| Intangible assets | 40 | |
| Stock-based compensation expense | 490 | 412 |
| Other | 130 | 121 |
| Deferred tax assets | 30,872 | 31,011 |
| Valuation allowance for deferred tax assets | (30,872) | (31,011) |
| Deferred tax assets, net of allowance | 0 | |
| Reconciliation of income tax benefit to statutory rate: | ||
| Income tax benefit at statutory rate | (84) | (317) |
| State income taxes, net of federal income tax benefit | 2 | |
| Changes in state net operating loss carryforwards | (2) | 10 |
| Permanent differences | 9 | 5 |
| True-up prior year NOL | 213 | |
| Change in valuation allowance | (138) | 277 |
| Other | 2 | 23 |
| Income tax benefit | $ 0 | |
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Description of Business (Details) (USD $)
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12 Months Ended | ||||||
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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Dec. 31, 2012
Current Line of Credit
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Jun. 25, 2012
Current Line of Credit
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Dec. 31, 2012
Promissory note
G. Ward Paxton, chief executive officer
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Feb. 09, 2012
Promissory note
G. Ward Paxton, chief executive officer
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| Description of Business | |||||||
| Minimum number of years for which local area networking equipment was provided | 15 years | ||||||
| Cash and cash equivalents | $ 52,000 | $ 308,000 | $ 540,000 | ||||
| Net loss | (246,000) | (933,000) | |||||
| Period during which the entity expects to have sufficient cash resources to finance its operations and capital expenditures | 12 months | ||||||
| Description of Business | |||||||
| Funding available | 456,000 | 670,000 | |||||
| Maximum borrowing capacity | $ 625,000 | $ 625,000 | $ 2,200,000 | $ 2,200,000 | |||
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Balance Sheet Detail (in thousands)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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| Balance Sheet Detail (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance Sheet Detail (in thousands) | 3. Balance Sheet Detail (in thousands)
Inventories
Accrued Expenses
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