8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 16, 2015

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-20191	75-1911917
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1101 East Arapaho Road, Sutie 200, Richardson, Texas		75081
(Address of Principal Executive Offices)		(Zip Code)

(972) 234-6400

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information is furnished pursuant to Item 2.02, Disclosure of Results of Operations and Financial Condition.

On November 16, 2015, Intrusion Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2015.  A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99.1 —  Press release issued by Intrusion Inc. on November 16, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTRUSION INC.
Dated: November 16, 2015	By:	/s/ MICHAEL L. PAXTON
		Michael L. Paxton
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by Intrusion Inc. on November 16, 2015.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

1101 East Arapaho Road

Suite 200

Richardson TX 75081 USA

(972) 234-6400 main

Financial Contact

Michael L. Paxton, VP, CFO
972.301.3658, mpaxton@intrusion.com

INTRUSION INC. REPORTS REVENUE OF $1.6 MILLION

IN THE THIRD QUARTER OF 2015

Richardson, Texas — November 16, 2015 — Intrusion Inc. (OTCQB: INTZ), (“Intrusion”) announced today financial results for the three and nine months ended September 30, 2015.

Intrusion’s net loss was $432 thousand in the third quarter 2015 compared to a net income of $147 thousand in the third quarter 2014.

Intrusion’s revenue for the third quarter 2015 was $1.6 million compared to $2.0 million in the third quarter 2014.

Gross profit was $1.0 million or 63 percent of revenue in the third quarter of 2015 compared to $1.3 million or 65% of revenue in the third quarter 2014.

Intrusion’s third quarter 2015 operating expenses were $1.4 million compared to $1.2 million in the third quarter 2014.

As of September 30, 2015, Intrusion reported cash and cash equivalents of $1.1 million, a working capital deficiency of $1.8 million and debt of $1.9 million.

“Orders booked were $1.8 million in the third quarter of 2015 compared to $2.0 million in the second quarter 2015.  Orders from new customers have taken longer than expected; however, the number of potential new customers has increased.  We are currently in discussions with approximately forty new customers.  In the first quarter, thirteen customers generated our revenue,” stated G. Ward Paxton, President and CEO of Intrusion.

Intrusion’s management will host its regularly scheduled quarterly conference call to discuss the Company’s financial and operational progress at 4:00 P.M., CST today.  Interested investors can access the call at 1-877-258-4925 (if outside the United States, 1-973-500-2152).  For those unable to participate in the live conference call, a replay will be accessible beginning today at 7:00 P.M., CST until November 19, 2015 by calling 1-855-859-2056 (if outside the United States, 1-404-537-3406).  At the replay prompt, enter conference identification number 80110002.  Additionally, a live and archived audio webcast of the conference call will be available at www.intrusion.com.

About Intrusion Inc.

Intrusion Inc. is a global provider of entity identification systems, advanced persistent threat identification, high speed data mining, regulated information compliance, data leak prevention and data privacy protection, and network intrusion prevention and detection products.  Intrusion’s product families include TraceCop™ for entity identification, Savant™ for advanced persistent threats and network data mining, Compliance Commander™ for regulated information compliance, data leak prevention and data privacy protection, and Intrusion 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.  For more information, please visit www.intrusion.com.

This release may contain certain forward-looking statements, which reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements involve a number of risks and uncertainties.  Such statements include, without limitations, statements regarding future revenue growth and profitability, forecasted future sales opportunities with potential new customers, the difficulties in forecasting future sales caused by current economic and market conditions, the effects of sales and implementation cycles for our products on our quarterly results and difficulties in accurately estimating market growth, the effect of military actions on government and corporate spending on information security products, spending patterns of, and appropriations to, U.S. government departments, as well as other statements.  These statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements.  The factors that could cause actual results to differ materially from expectations are detailed in the Company’s most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.”

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INTRUSION INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except par value amounts)

	September 30,			December 31,
	2015			2014
ASSETS
Current Assets:
Cash and cash equivalents	$	1,081		$	1,006
Accounts receivable	619			737
Inventories, net	12			12
Prepaid expenses	31			105
Total current assets	1,743			1,860
Property and equipment, net	497			391
Other assets	46			61
TOTAL ASSETS	$	2,286		$	2,312
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	945		$	862
Dividends payable	125			20
Obligations under capital lease, current portion	185			145
Deferred revenue	784			442
Loan payable to officer	1,530			—
Total current liabilities	3,569			1,469
Loan payable to officer	—			1,530
Obligations under capital lease, noncurrent portion	154			130
Stockholders’ Deficit:
Preferred stock, $.01 par value:
Authorized shares — 5,000
Series 1 shares issued and outstanding—200 in 2015 and 2014 Liquidation preference of $1,050 as of September 30, 2015	707			707
Series 2 shares issued and outstanding—460 in 2015 and 2014 Liquidation preference of $1,198 as of September 30, 2015	724			724
Series 3 shares issued and outstanding—289 in 2015 and 2014 Liquidation preference of $657 as of September 30, 2015	412			412
Common stock, $.01 par value:
Authorized shares — 80,000
Issued shares — 12,622 in 2015 and 12,471 in 2014 Outstanding shares — 12,612 in 2015 and 12,461 in 2014	126			125
Common stock held in treasury, at cost — 10 shares	(362		)	(362		)
Additional paid-in capital	56,507			56,382
Accumulated deficit	(59,444		)	(58,698		)
Accumulated other comprehensive loss	(107		)	(107		)
Total stockholders’ deficit	(1,437		)	(817		)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,286		$	2,312

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INTRUSION INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Revenue	$	1,552		$	2,030		$	5,336		$	5,429
Cost of revenue	570			707			1,984			1,899
Gross profit	982			1,323			3,352			3,530
Operating expenses:
Sales and marketing	490			470			1,432			1,245
Research and development	592			443			1,641			1,442
General and administrative	305			293			946			959
Operating income (loss)	(405		)	117			(667		)	(116		)
Interest expense, net	(27		)	(24		)	(79		)	(83		)
Other income				54						54
Net income (loss)	$	(432	)	$	147		$	(746	)	$	(145	)
Preferred stock dividends accrued	(35		)	(35		)	(104		)	(106		)
Net income (loss) attributable to common stockholders	$	(467	)	$	112		$	(850	)	$	(251	)
Net income (loss) per share attributable to common stockholders: Basic	$	(0.04	)	$	0.01		$	(0.07	)	$	(0.02	)
Diluted	$	(0.04	)	$	0.01		$	(0.07	)	$	(0.02	)
Weighted average common shares outstanding:
Basic	12,612			12,461			12,593			12,379
Diluted	12,612			15,485			12,593			12,379

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