UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30,~~, 20~~20 2020

OR

☐ o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-20191

INTRUSION INC.

(Exact name of registrant as specified in its charter)

Delaware		75-1911917
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1101 East Arapaho Road, Suite 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, former address and former fiscal year, if changed since last report)

* * * * * * * * * *

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

Yes ☒ý No ☐o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ý No ☐o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐o No ☒ý

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, on ~~July 31,~~November 1, 2020 was ~~13,792,030.~~17,394,279.

INTRUSION INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Six Months Ended

June 30, 2020

June 30, 2019

NUMBER OF PREFERRED SHARES—ISSUED AND OUTSTANDING

Balance, beginning of quarter
949 949
Conversion of preferred stock to common
(63
)
—
Balance, end of quarter
886 949
PREFERRED STOCK

Balance, beginning of quarter
$ 1,843 $ 1,843
Conversion of preferred stock to common
(96
)
—
Balance, end of quarter
1,747 1,843
NUMBER OF COMMON SHARES—ISSUED

Balance, beginning of quarter
13,552 13,259
Conversion of preferred stock to common
63 —
Exercise of stock options
187 280
Balance, end of quarter
13,802 13,539
COMMON STOCK

Balance, beginning of quarter
$ 136 $ 133
Conversion of preferred stock to common
1 —
Exercise of stock options
1 2
Balance, end of quarter
$ 138 $ 135
TREASURY SHARES

Balance, beginning of quarter and end of quarter
$ (362
)
$ (362
)
ADDITIONAL PAID-IN-CAPITAL

Balance, beginning of quarter
$ 56,759 $ 56,609
Conversion of preferred stock to common
95 —
Stock-based compensation
74 14
Exercise of stock options
84 224
Preferred stock dividends declared, net of waived penalties by shareholders
(66
)
(62
)
Balance, end of quarter
$ 56,946 $ 56,785
ACCUMULATED DEFICIT

Balance, beginning of quarter
$ (54,777
)
$ (59,242
)
Net income (loss)
(1,180
)
2,706
Balance, end of quarter
$ (55,957
)
$ (56,536
)
ACCUMULATED OTHER COMPREHENSIVE LOSS

Balance, beginning of quarter and end of quarter
$ (43
)
$ (43
)
TOTAL STOCKHOLDERS’ EQUITY
$ 2,469 $ 1,822

INTRUSION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

1.	Description of Business

We develop, market and support a family of entity identification, high speed data mining and cybersecurity solutions. Our products help detect, report and mitigate cybercrimes and advanced persistent threats.

~~Our product families include:~~

●

~~TraceCop for entity identification, cybercrime detection and disclosure, and;~~

●

~~Savant for high speed data mining, analytics, detection, reporting and mitigation of cybersecurity threats.~~

~~Our products in development include:~~

●

~~Intrusion Shield~~

We are in the process of developing a new product offering, Intrusion Shield, that is designed to be a next generation intrusion detection and protection solution. After 20 years of providing research, analysis, and tools to the federal government and enterprise corporations, Intrusion possesses a comprehensive and proprietary database of Internet activity, including information about the activities of malicious online actors. Intrusion’s Shield product will combine that comprehensive database with artificial intelligence (AI) and real-time process flow technology to provide businesses and government agencies with a unique and affordable tool to detect, identify, and prevent cyber-crimes.

Shield is a combination of plug-and-play hardware, software, global data, and AI services providing organizations with aggressive protection against unaddressed information security threats and the most robust defense possible against cybercrime. Unlike traditional industry approaches that rely heavily on human resources, which malicious actors have learned to bypass, Intrusion Shield uses our extensive database together with real-time AI technology to prevent illicit behavior. Shield's proprietary architecture isolates and neutralizes malicious traffic and network flows that existing solutions cannot identify or even characterize. Most breaches today are caused by malware free compromises that trigger no alarms in a firewall or endpoint solution. The common denominator is network communications, and Shield monitors and analyses all network traffic and communications allowing it to identify and stop malware-free attacks. Shield's capabilities will continuously evolve based on real-time updates originating from our worldwide installations and growing TraceCop database identifying new dangers.

Shield does not seek to displace existing solutions, instead providing a new, and additional layer of cybersecurity for enterprises. According to SBA 2019, the U.S. enterprise market consists of 30.7 million businesses, of which 70% are characterized as small and medium sized businesses. While the company believes that many large enterprises will recognize the need this product addresses and will be incentivized to purchase Shield, the enterprise market has many decision makers for new security product purchases; therefore, the sale cycle may be longer for this product than our current product offerings. We have identified businesses with from 100 to 1,000 users as our initial target market, as we believe this market segment has the most pressing need for the enhanced protection that the Intrusion Shield will offer. We intend to leverage existing and new channel partners, such as value added resellers and systems integrators, to market Shield to this target market.

Shield has experienced positive progress during Alpha testing and the Company has identified twelve companies for the Beta release anticipated to begin in September. The configuration of hardware is a single Dell network appliance installed inline inside of the customer's firewall. The size of the network appliance will vary depending on the number of workstations and the size of the customer's internet connection be that 1Gb, 10Gb, or 100 Gb.

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:~~ Our product families include the following:

	●·	~~end-users,~~*TraceCop.* Our *TraceCop* solution family includes a database of more than 400 terabytes of worldwide IP addresses, registrant information and
	●	~~value-added resellers.~~ their associations, along with a plurality of related IP information, some dating back nearly two decades. When combined with Intrusion’s multitude of cyber security ‘global threat feeds’, along with our *TraceCop* family of proprietary supporting tools, this vast and ever expanding capability is used in conjunction with our customer’s data to help identify areas of vulnerability and potential cyber security threats. In addition to its extensive capability, the *TraceCop* family includes analytical software with a GUI interface to assist the analysts in locating cybercriminals and other potential ‘bad actors’ or network anomalies.

~~Our end-user customers include:~~

Savant. Savant is a high speed network data mining and analysis hardware and software solution that organizes the data into networks of relationships and associations. Its patented design exceeds performance expectations and ensures ‘deep dives’ into data-in-motion in order to quickly and accurately detect advanced persistent threats. Savant can operate on networks with data flows of over 20 gigabits per second, and still maintain a 100% inspection rate of all packets.

●

~~U.S.~~INTRUSION Shield. Intrusion Shield is designed as a next generation intrusion detection and protection solution. After 20 years of providing research, analysis, and tools to the federal government ~~entities,~~

●

~~state~~ and ~~local~~enterprise corporations, Intrusion possesses a comprehensive and proprietary database of Internet activity, including information about the activities of malicious online actors. Intrusion’s Shield solution combines the comprehensive database with artificial intelligence (AI) and real-time process flow technology to provide businesses and government ~~entities,~~

●

~~large~~agencies with a unique and ~~diverse conglomerates,~~

●

~~manufacturing entities,~~affordable tool to detect, identify, and

●

~~other customers.~~

neutralize malware. The Shield AI has been specifically trained to identify and stop ransomware, the most prolific and crippling form of malware. Shield is a combination of plug-and-play hardware, software, global data, and AI services providing organizations with aggressive protection against unaddressed information security threats and the most robust defense possible against cybercrime. Unlike traditional industry approaches that rely heavily on human resources, which malicious actors have learned to bypass, Intrusion Shield uses our extensive database together with real-time AI technology to prevent illicit behavior. Shield’s proprietary architecture isolates and neutralizes malicious traffic and network flows that existing solutions cannot identify. Most breaches today are caused by malware free compromises that trigger no alarms in a firewall or endpoint solution. The common denominator is network communications, and Shield monitors and analyses all network traffic and communications allowing it to identify and stop malware-free attacks. Shield’s capabilities will continuously evolve based on real-time.

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. Trademarks of Intrusion include:

Additional Shield Products In Development. In addition to INTRUSION Shield, we are developing complementary solutions to create a family of Shield offerings, including our first follow on offering, Shield CLOUD, which is targeted for use by businesses with a dedicated or hybrid Cloud network environment. We are in the process of Alpha testing Shield CLOUD, and we are developing additional solutions that will address cybersecurity needs in the areas of lateral traffic, remote employees, WiFi, and mobile devices.

●

~~INTRUSION SHIELD~~

Basis of Presentation

●

~~PROCESS FLOW TECHNOLOGY~~

●

~~INTRUSION SAVANT~~

●

~~BRINGING SCIENCE INTO DECISION MAKING~~

●

~~TRACECOP~~

●

~~INTRUSION PROTECT EVERYTHING. TRUST NOTHING~~

●

~~PROTECT EVERYTHING. TRUST NOTHING.~~

~~2. Basis of Presentation~~

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Item 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The December 31, 2019 balance sheet was derived from audited financial statements, but does not include all the disclosures required by accounting principles generally accepted in the United States. However, we believe that the disclosures are adequate to make the information presented not misleading. In our opinion, all the adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included. The results of operations for the three and ~~six~~nine month periods ended ~~June~~September 30, 2020 are not necessarily indicative of the results that may be achieved for the full fiscal year or for any future period. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2020.

The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different from 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. 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.

On January 1, 2019 we adopted ASU No. 2016-02, Leases (topic 842). At the date of adoption there was no impact on the statement of operations, while the balance sheet reflects recording both assets and liabilities applicable to the operating right-of-use asset lease identified. ASU No. 2016-02 did not have a material effect on the Company’s results of operations or cash flows for the three and ~~six~~nine month periods ended ~~June~~September 30, 2020 and 2019.

~~4. Accounting for Stock-Based Compensation~~

4.	Accounting for Stock-Based Compensation

During the three month periods ended ~~June~~September 30, 2020 and 2019, the Company granted ~~323,000~~10,000 and ~~24,000,~~none, respectively, of stock options to employees or directors. The Company recognized ~~$55,000~~$100,000 and $10,000, respectively, of stock-based compensation expense for the three month periods ended ~~June~~September 30, 2020 and 2019. During the ~~six~~nine month periods ended ~~June~~September 30, 2020 and 2019, the Company granted ~~323,000~~333,000 and 24,000, respectively, of stock options to employees and directors. The Company recognized ~~$74,000~~$174,000 and ~~$14,000,~~$24,000, respectively, of stock-based compensation expense for the ~~six~~nine month periods ended ~~June~~September 30, 2020 and 2019.

During the three month periods ended ~~June~~September 30, 2020 and 2019, ~~14,000~~133,000 (30,000 under 2015 plan and ~~14,000 were exercised~~103,000 under the 2005 ~~Plan,~~Plan) and 10,500 (2005 Plan) options were exercised, respectively. During the ~~six~~nine month periods ended ~~June~~September 30, 2020 and 2019, ~~186,600~~319,600 (45,000 under the 2015 Plan and ~~280,500 were exercised~~274,600 under the 2005 ~~Plan,~~Plan) and 291,000 (2005 Plan) options were exercised, respectively.

Valuation Assumptions

The fair values of employee and director option awards were estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions:

	For Three Months Ended September 30, 2020			For Three Months Ended September 30, 2019		For Nine Months Ended September 30, 2020			For Nine Months Ended September 30, 2019
Weighted average grant date fair value		4.98			–	$	2.86		$	3.61
Weighted average assumptions used:
Expected dividend yield		0.0	%		–		0.0	%		0.0	%
Risk-free interest rate		0.23	%		–		0.42	%		2.19	%
Expected volatility		70.85	%		–		76.85	%		127.52	%
Expected life (in years)		5.0			–		6.13			5.0

For Three Months Ended
June 30, 2020

For Three Months Ended
June 30, 2019

For Six Months
Ended
June 30, 2020

For Six Months
Ended
June 30, 2019

Weighted average grant date fair value
$ 2.80 $ 3.61 $ 2.80 $ 3.61
Weighted average assumptions used:

Expected dividend yield
0.0
%
0.0
%
0.0
%
0.0
%
Risk-free interest rate
0.43
%
2.19
%
0.43
%
2.19
%
Expected volatility
76.00
%
127.52
%
76.00
%
127.52
%
Expected life (in years)
6.2 5.0 6.2 5.0

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. Options granted to non-employees are valued using the fair market value on each measurement date of the option.

~~5. Revenue Recognition~~

5.	Revenue Recognition

We generally recognize product revenue upon shipment or after meeting certain performance obligations. These products can include hardware, perpetual software licenses and data sets. Data set updates are the majority of our sales. We do not currently offer software on a subscription basis. Warranty costs and sales returns have not been material.

We recognize sales of our data sets in accordance with FASB ASC Topic 606 whereby revenue from contracts with

customers is not recognized until all five of the following have been met:

identify the contract with a customer;

ii)

identify the performance obligations in the contract;

iii)

determine the transaction price;

	iv)	allocate the transaction price to the separate performance obligations; and
	v)	recognize revenue upon satisfaction of a performance obligation.

Data updates are typically done monthly and revenue will be matched accordingly. Product sales may include maintenance and customer support allocated 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 may defer and recognize maintenance, updates 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. Shipping and handling expenses are included in cost of product revenue. We have elected to account for shipping and handling costs as fulfillment costs after the customer obtains control of the goods.

Contract assets represent contract billings for sales per contracts with customers and are classified as current. Our contract assets include our accounts receivables. At ~~June~~September 30, 2020, the Company had contract assets balance of ~~$1,067,000.~~$1,030,000. At December 31, 2019, the Company had contract assets balance of $1,566,000.

Contract liabilities consist of cash payments in advance of the Company satisfying performance obligations and recognizing revenue. The Company currently classifies deferred revenue as a contract liability. At ~~June~~September 30, 2020, the Company had contract liabilities balance of ~~$164,000.~~$58,000. At December 31, 2019, the Company had contract liabilities balance of $516,000.

~~6. Net Income (Loss) Per Share~~

6.	Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders for the period by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period. Our common stock equivalents include all common stock issuable upon conversion of preferred stock and the exercise of outstanding options. The aggregate number of common stock equivalents excluded from the diluted income (loss) per share calculation for the three month periods ended ~~June~~September 30, 2020 and 2019 are ~~1,942,990~~1,071,952 and ~~12,132,~~0, respectively. The aggregate number of common stock equivalents excluded from the diluted income (loss) per share calculation for the ~~six~~nine month periods ended ~~June~~September 30, 2020 and 2019 are ~~1,909,289~~960,933 and ~~6,066,~~4,044, respectively. Since the Company is in a net loss position for the three and ~~six~~nine month periods ending ~~June~~September 30, 2020, basic and dilutive net loss per share are the same.

~~7. Concentrations~~

7.	Concentrations

Our operations are concentrated in one area—security software/entity identification. Sales to the U.S. Government through direct and indirect channels totaled ~~91.0%~~92.3% of total revenues for the ~~second~~third quarter of 2020 compared to ~~91.3%~~90.9% of total revenues for the ~~second~~third quarter of 2019. During the ~~second~~third quarter of 2020, approximately ~~91.0%~~92.3% of total revenues were attributable to four government customers compared to approximately ~~73.2%~~75.8% of total revenues attributable to three government customers in the ~~second~~third quarter of 2019. In the ~~second~~third quarter of 2020 and 2019, no individual commercial customer had revenues over 10.0% of total ~~revenue compared to no individual commercial customer for the same period in 2019.~~revenue. 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.

~~8. Commitments and Contingencies~~

8.	Commitments and Contingencies

We are subject from time to time to various legal proceedings and claims that arise during the ordinary course of our business. We do not believe that the outcome of those "routine" legal matters should have a material adverse effect on our consolidated financial position, operating results or cash flows; however, we can provide no assurances that legal claims that may arise in the future will not have such a material impact on the Company.

~~9. Dividends Payable~~

9.	Preferred Stock Conversion

During August 2020, all current shares of issued and outstanding preferred stock were voluntarily converted, resulting in the ~~quarter ended June 30, 2020, we accrued $13,000~~issuance of a total of 1,004,249 newly issued shares of the Company’s common stock. The addition of these newly issued shares has resulted in ~~dividends payable~~the dilution of each share of issued and outstanding common stock by a factor of 7.28%. The elimination of these three classes of preferred stock removed a number of the Company’s obligations to the holders of ~~our 5% Preferred Stock, $13,000 in dividends payable~~preferred stock (such as the obligation to pay continuing dividends) as well as a number of restrictions on the ~~holders of our Series 2 5% Preferred Stock~~Company’s activities (such as restrictions on certain capital raising and $7,000 in dividends payable to the holders of our Series 3 5% Preferred Stock. As of June 30, 2020, we had $19,000 in accrued and unpaid dividends, all of which have been paid as of the date of this Quarterly Report.

~~10. Right-of-use Asset and Leasing Liabilities~~funding transactions).

10.	Right-of-use Asset and Leasing Liabilities

~~Under~~

Under the new lease accounting standard, we have determined that we have leases for right-of-use (ROU) assets. We have both finance right-of-use assets and operating right-of-use assets with a related lease liability. Our finance lease right-of-use assets consist of computer hardware and a copying machine. Our operating lease right-of-use assets include our rental agreements for our offices in Richardson and San Marcos, CA. Both types of lease liabilities are determined by the net present value of total payments and are amortized over the life of the lease. Both types of lease obligations are designed to terminate with the last scheduled payment. All of the finance lease right-of-use assets have a three year life and are in various stages of completion. The Richardson operating lease liability has a life of four years and ~~five~~two months as of ~~June~~September 30, 2020. The San Marcos operating lease liability has a life of ~~nine~~six months as of ~~June~~September 30, 2020. The adoption of the lease accounting standard resulted in the recognition of an operating ROU asset of $1,553 thousand and a related lease liability of $1,744 thousand during the first quarter of 2019.

Additional qualitative and quantitative disclosures regarding the Company's leasing arrangements are also required. The Company adopted ASC 842 prospectively and elected the package of transition practical expedients that does not require reassessment of: (1) whether any existing or expired contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company has elected other available practical expedients to not separate lease and non-lease components, which consist principally of common area maintenance charges, for all classes of underlying assets and to exclude leases with an initial term of 12 months or less.

As the implicit rate is not readily determinable for the Company's lease agreement, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. This discount rate for the lease approximates SVB's prime rate.

Supplemental cash flow information includes operating cash flows related to operating leases. For the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, the Company had ~~$179~~$271 thousand and ~~$88~~$177 thousand, respectively, in ~~operating cash flows~~lease payments related to operating leases.

Schedule of Items Appearing on the Statement of ~~Operations~~:Operations:

	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Operating expense:
Amortization expense – Finance ROU	$	11	$	16	$	21	$	32	$	11	$	16	$	32	$	48
Lease expense – Operating ROU		82		83		165		162		82		82		248		244
Other expense:
Interest expense – Finance ROU	$	—	$	1	$	1	$	2	$	–	$	1	$	2	$	3

Future minimum lease obligations consisted of the following at ~~June~~September 30,~~, 20~~20 2020 (in thousands):

Operating

Finance

Period ending June 30,

ROU Leases

ROU Leases

Total

2021
$ 363 $ 39 $ 402
2022
363 5 368
2023
375 — 375
2024
384 — 384
2025
159 — 159
Thereafter
— — —
$ 1,644 $ 44 $ 1,688
Less Interest*
(183
)
(1
)

$ 1,461 $ 43

	Operating			Finance
Period ending September 30,	ROU Leases			ROU Leases			Total
2021	$	363		$	31		$	394
2022		367			2			369
2023		378			–			378
2024		384			–			384
2025		62			–			62
Thereafter		–			–			–
	$	1,554		$	33		$	1,587
Less Interest*		(164	)		(1	)
	$	1,390		$	32

*Interest is imputed for operating ROU leases and classified as lease expense and is included in operating expenses in the accompanying condensed consolidated statement of operations.

~~11. PPP Loan~~

11.

PPP Loan

On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which includes provision for a Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration (“SBA”). The PPP allows qualifying businesses to borrow up to $10 million calculated based on qualifying payroll costs. The loan is guaranteed by the federal government, and does not require collateral. On April 30, 2020 we entered into a PPP Loan with Silicon Valley Bank effective April 30, 2020, pursuant to the PPP under CARES for $629,000. The PPP Loan matures on April 30, 2022 and bears interest at a rate of 1.0% per annum. Monthly amortized principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan funds were received on April 30, 2020. The PPP Loan contains events of default and other provisions customary for a loan of this type. The PPP provides that (1) the use of PPP Loan amount shall be limited to certain qualifying expenses, (2) 100 percent of the principal amount of the loan is guaranteed by the SBA and (3) an amount up to the full principal amount may qualify for loan forgiveness in accordance with the terms of CARES. ~~We are not yet able to determine the amount that might be forgiven.~~ As of ~~June~~September 30, 2020, the Company was in full compliance with all covenants with respect to the PPP Loan. The Company expects to use the full proceeds of the PPP loan in accordance with the provisions of CARES. As of ~~June~~September 30, 2020, the balance of the PPP Loan was ~~$630,000,~~$631,000, which includes ~~$1.0~~$2.0 thousand in accrued interest. We have submitted the PPP Loan Forgiveness Application and expect full forgiveness as we have met all stated requirements.

Future minimum l~~oan~~loan obligations consisted of the following at ~~June~~September 30, 20202020 (in thousands):

Period ending June 30,	PPP Loan
Period ending September 30,				PPP Loan
2021	$	285		$	392
2022		356			249
2023		—			–
2024		—			–
2025		—			–
Thereafter		—			–
	$	641		$	641
Less Interest*		(11	)		(12	)
	$	630		$	629

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q, including, without limitation, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are generally accompanied by words such as “estimate,” “expect,” “believe,” “should,” “would,” “could,” “anticipate,” “may” or other words that convey uncertainty of future events or outcomes. 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. Factors that may cause actual results to differ materially from current expectations, which we describe in more detail elsewhere in this Quarterly Report on Form 10-Q, as well as in our 2019 Annual Report on Form 10-K, filed March 27, 2020, inand our Quarterly Reports on Form 10-Q filed on May 15, 2020 and August 13, 2020 under Item 1A “Risk Factors” include, but are not limited to:

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. These forward-looking statements and other statements made elsewhere in this report are made in reliance on the Private Securities Litigation Reform Act of 1995. Any forward-looking statement you read in this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K 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. The section below entitled “Factors That May Affect Future Results of Operations” sets forth and incorporates by reference certain factors that could cause actual future results of the Company to differ materially from these statements.

The following table sets forth, for the periods indicated, certain financial data as a percentage of net revenues. The period-to-period comparison of financial results is not necessarily indicative of future results. Furthermore, the results of operations as of the three and nine-months ended September 30, 2020 do not reflect the Company’s receipt of approximately $18,053,000 from the net proceeds of its Secondary Public Offering.

Net Revenues. Net revenues for the quarter and ~~six~~nine months ended ~~June~~September 30, 2020 were ~~$1.7~~$1.6 million and ~~$3.5~~$5.0 million, respectively, compared to ~~$4.0~~$3.9 million and ~~$7.2~~$11.1 million for the same periods in 2019. Product revenues decreased $2.3 million for the quarter ended ~~June~~September 30, 2020, and ~~$3.7~~$6.1 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the same periods in 2019. Decreased product revenues were primarily due to a decrease in sales of our TraceCop product line. TraceCop sales for the quarters ended ~~June~~September 30, 2020 and 2019 were ~~$1.6~~$1.5 million and ~~$4.0~~$3.9 million, respectively. TraceCop sales continue to be negatively affected due to Covid-19. Savant sales ~~were~~increased to $106 thousand for the quarter ended ~~June~~September 30, 2020 ~~and were~~compared to $29 thousand for the quarter ended ~~June~~September 30, 2019. We expect the launch of our INTRUSION Shield solution to begin to have positive effects on our net revenue in fiscal year 2021.

Concentration of Revenues. Revenues from sales to various U.S. government entities totaled $1.5 million, or ~~91.0%~~92.3% of revenues, for the quarter ended ~~June~~September 30, 2020 compared to ~~$3.9~~$3.5 million, or ~~91.3%~~90.9% of revenues, for the same period in 2019. Revenues from sales to various U.S. government entities totaled ~~$2.8~~$4.3 million, or ~~80.8%~~84.4% of revenues, for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$6.4~~$9.9 million, or ~~89.2%~~89.8% of revenues, for the same period in 2019. Sales to commercial customers totaled ~~9.0%~~7.7% of total revenue for the ~~second~~third quarter of 2020 compared to ~~8.7%~~9.1% of total revenue for the ~~second~~third quarter of 2019. During the ~~second~~third quarter of 2020 and 2019, no individual commercial customer had revenues over 10.0% of total revenue. Although we expect our concentration of revenues to vary among customers in future periods depending upon the timing of certain sales, we anticipate that sales to government customers will continue to account for a significant portion of our revenues in future periods. Sales to the government present risks in addition to those involved in sales to commercial customers which could adversely affect our revenues, including, without limitation, potential disruption to appropriation and spending patterns and the government’s reservation of the right to cancel contracts and purchase orders for its convenience. Although we do not anticipate that any of our revenues with government customers will be renegotiated, a large number of cancelled or renegotiated government orders 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 and, historically, government entities have not cancelled or renegotiated orders which had a material adverse effect on our business. Although we expect our concentration of revenues to vary among customers in future periods depending upon the timing of certain sales, we anticipate that sales to government customers will decrease as a percentage of revenues to the extent our INTRUSION Shield solution and its follow-on solutions appeal to a wider customer base comprised of commercial customers who are distinct from and our historical customer base of governmental and regulatory customers.

Gross Profit. Gross profit was ~~$1.0~~$0.9 million or ~~60.7%~~58.9% of net revenues for the quarter ended ~~June~~September 30, 2020, compared to $2.4 million or ~~60.4%~~62.0% of net revenues for the quarter ended ~~June~~September 30, 2019. Gross profit was ~~$2.1~~$3.0 million or ~~59.5%~~59.3% of net revenues for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$4.3~~$6.7 million or ~~60.1%~~60.8% of net revenues for the ~~six~~nine months ended ~~June~~September 30, 2019. Gross profit on product revenues for the quarter and nine months ended September 30, trended from ~~59.5% of net revenues for the six months ended June 30,~~62.0% and 60.8%, respectively, in 2019 to 58.9% and 59.3%, respectively, in 2020 ~~to 60.1% of net revenues for the six months ended June 30, 2019,~~ mainly due to ~~TraceCop/Savant~~a change in product mix. Gross profit decreases can be attributed to such variables as labor hour rates and department overhead. Gross profit as a percentage of net revenues is impacted by several factors, including shifts in product mix, changes in channels of distribution, revenue volume, pricing strategies, and fluctuations in revenues of integrated third-party products. We expect our gross profit will be affected by the introduction, marketing, and sales of our new INTRUSION Shield solution and its follow on solutions to the extent that such products receive market acceptance.

Sales and Marketing. Sales and marketing expenses increased to ~~$0.5~~$0.9 million for the quarter ended ~~June~~September 30, 2020, compared to ~~$46 thousand~~$0.4 million for ~~the~~ same period in 2019. Sales and marketing expenses increased to ~~$1.0~~$1.9 million for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$0.5~~$0.8 million for the same period in 2019. For the nine months ended September 30, 2020, sales and marketing expenses increased due to increased expense due to planned investment in the marketing of INTRUSION Shield. Sales and marketing expenses may vary in the future. Sales and marketing expenses increased compared to the comparable periods last year due to increases in labor and expenses and the Company was able to collect payment of $200 thousand from a customer related expense in 2018 that reduced expense in 2019. We believe that these costs will increase through the end of 2020 ~~due~~as we continue to ~~increased~~invest in the marketing ~~expense related to the~~ of INTRUSION Shield ~~launch.~~.

Research and Development. Research and development expenses increased to ~~$0.9~~$1.1 million for the quarter ended ~~June~~September 30, 2020 compared to $0.3 million for the same period in 2019. Research and development expenses increased to ~~$1.7~~$2.7 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$0.5~~$0.8 million for the same period in 2019. The increase in research and development expense was due partly to increased costs related to the development of our ~~Intrusion~~ INTRUSION Shield ~~product~~ solution as well as an increase in labor expense due to less direct labor required on existing projects. Research and development costs are expensed in the period in which they are incurred. Research and development expenses may vary in the future; mainly dependent on levels of research and development labor expense charged to projects. We expect research and development expenses to increase through the end of2020 due to product development of INTRUSION Shield as well as its follow-on product solutions.

General and Administrative. General and administrative expenses ~~remained constant at~~increased to $0.4 million for the quarter ended September 30, 2020, compared to $0.3 million for the ~~quarters ended June 30, 2020 and~~same period in 2019. General and administrative expenses ~~decreased~~increased to ~~$0.6~~$1.0 million for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$0.7~~$0.9 million for the same period in 2019. It is expected that general and administrative expenses will ~~remain relatively constant~~increase throughout the remainder of 2020 ~~although expenses may be increased~~ due to ~~increased~~increases in administrative expenses related to ~~a new product launch.~~the implementation of INTRUSION Shield.

Interest. Interest expense ~~decreased~~increased to $2 thousand for the quarter ended ~~June~~September 30, 2020 compared to $9$1 thousand for the same period in 2019. Interest expense decreased to $2$4 thousand for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$44~~$45 thousand for the same period in 2019. Interest expense decreased due to decreased amount of Loan Payable to Officer culminating in our repayment of the balance in May 2019. Interest expense will vary in the future based on our cash flow and borrowing needs. Interest income increased to ~~$1 thousand~~$3 hundred for the quarter ended ~~June~~September 30, 2020 compared to none for the same period in 2019. Interest income increased to $7$8 thousand for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to none for the same period in 2019. This is attributable to investing extra cash in money market accounts and getting better interest rates.

Our principal source of liquidity at ~~June~~September 30, 2020, was approximately ~~$2.9~~$1.5 million of cash and cash equivalents. At ~~June~~September 30, 2020, we had working capital deficiency of ~~$2.4~~$1.0 million compared to ~~$1.4~~$2.9 million working capital at ~~June~~September 30, 2019.

Net cash used inby operations for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$1.0~~$2.4 million due primarily to a net loss of ~~$1.2~~$2.6 million, ~~and the following uses of cash:~~ a ~~$352 thousand decrease in deferred revenue, a $234~~$514 thousand increase in prepaid expenses and other assets, and a ~~$64~~$457 thousand decrease in deferred revenue. This was partially offset by the following sources of cash and non-cash items: a $536 thousand decrease in accounts receivable, $186 thousand expense in noncash lease costs, a $134 thousand decrease in accounts payable and accrued ~~expenses. This was partially offset by the following provisions of cash and non-cash items: a $499 thousand decrease in accounts receivable, $124 thousand in noncash lease costs, $107~~expenses, $164 thousand in depreciation and amortization expense and ~~$74~~$174 thousand in stock-based compensation. Net cash provided by operations for the ~~six~~nine months ended ~~June~~September 30, 2019 was ~~$2.3~~$2.9 million due primarily to a net income of ~~$2.7~~$4.2 million and the following ~~provisions~~sources of cash and non-cash items: ~~$304~~$364 thousand in noncash lease costs, ~~a $179 thousand increase in deferred revenue, $86~~$136 thousand in depreciation and amortization expense, ~~$14~~$24 thousand in stock-based compensation, and $6 thousand in penalties and waived penalties on dividends. This was partially offset by a ~~$738~~$737 thousand increase in accounts receivable, a ~~$234~~$621 thousand decrease in accounts payable and accrued expenses, a $361 thousand decrease in deferred revenue, and a $45 thousand increase in prepaid expenses and other ~~assets, and a $66 thousand decrease in accounts payable and accrued expenses.~~assets. Future fluctuations in inventory balances, accounts receivable and accounts payable will be dependent upon several factors, including, but not limited to, quarterly sales volumes and timing of invoicing, and the accuracy of our forecasts of product demand and component requirements.

Net cash used in investing activities for the ~~six~~nine months ended ~~June~~September 30, 2020, was ~~$62~~$153 thousand for net purchases of property and equipment, compared to ~~$168 thousand~~ net cash used inby investing activities for the ~~six~~nine months ended ~~June~~September 30, 2019, was $183 thousand for net purchases of property and equipment.

Net cash provided by financing activities in 2020 was ~~$0.6 million generated primarily by~~$691 thousand with proceeds of $629 thousand from a PPP loan ~~of $0.6 million~~ and proceeds from exercise of stock options of ~~$85~~$193 thousand. This was directly offset by the following uses of cash: payments for preferred stock dividends of ~~$67~~$99 thousand and payment on principal of finance right-of-use leases of ~~$21~~$32 thousand. Net cash used inby financing activities in 2019 was $2.3 million with payments on the loan from an officer of $1.8 million, payments for preferred stock dividends of ~~$644~~$667 thousand, and payment on principal of finance right-of-use leases of ~~$31~~$47 thousand. This was directly offset by the following provisions of cash: proceeds from exercise of stock options of ~~$226~~$236 thousand.

At ~~June~~September 30, 2020, the Company did not have any material commitments for capital expenditures.

During the ~~six~~nine months ended ~~June~~September 30, 2020, the Company funded its operations through the use of cash and cash equivalents. As of ~~June~~September 30, 2020, we had cash and cash equivalents of approximately ~~$2,872,000,~~$1,505,000, down from approximately $3,334,000 as of December 31, 2019. We ~~had~~generated a net loss of ~~$715,000~~$1,409,000 for the quarter ended ~~June~~September 30, 2020 compared to a net income of ~~$1,758,000~~$1,464,000 for the quarter ended ~~June~~September 30, 2019. Based on ~~projections of growth in revenue in the coming quarters,~~funds received from a common stock offering, we believe that we will have sufficient cash resources to finance our operations and expected capital expenditures for the next twelve months.

As of October 24, 2019, our funding available from the CEO Note terminated. Our management will be assessing whether to replace this borrowing capacity and assessing what terms may be available to the Company, including whether any such terms are available on terms acceptable to the Company, if at all (the “Potential Replacement Funding Facility”).

We expect to fund our operations through anticipated Company profits together with the ~~Potential Replacement Funding Facility, and possible additional investments of equity and debt. Any equity or debt options, if available at all, may~~approximately $18 million in net proceeds we received from our Secondary Public Offering, which we believe will be ~~on terms which are not favorable~~sufficient to ~~us and, in the case of any potential equity financings, may result in dilution to our stockholders. If~~finance our operations, ~~do not generate positive cash flow in~~ the ~~future, or if we are not able to obtain~~ additional ~~debt or equity financing on terms~~expenses of marketing, promoting, and ~~conditions acceptable to us, if at all, we may be unable to implement~~selling our ~~business plan, fund our liquidity needs or even continue our operations.~~new INTRUSION Shield solution and the development of its follow-on solutions, as well as other expected capital expenditures for the next twelve months.

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2020, and concluded that the disclosure controls and procedures were effective.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated our “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) as of December 31, 2019, and concluded that there have not been any changes in our internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are subject from time to time to various legal proceedings and claims that arise during the ordinary course of our business. We do not believe that the outcome of those "routine" legal matters should have a material adverse effect on our consolidated financial position, operating results or cash flows; however, we can provide no assurances that legal claims that may arise will not have such a material impact in the future.

We are providing the following information regarding changes that have occurred to previously disclosed risk factors from our Annual Report on Form 10-K for the year ended December 31, 2019. In addition to the other information set forth below and elsewhere in this report, you should consider the factors discussed under the heading “Risk Factors” in our Form 10-K for the year ended December 31, 2019 filed on March 27, 2020 and in our Form 10-Q for the ~~quarter~~quarters ended March 31, 2020 filed on May 15, 2020 and June 30, 2020 filed on August 13, 2020. The risks described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

We had a net loss of $1.4 million for the quarter ended September 30, 2020, and we have an accumulated deficit of $57.4 million as of September 30, 2020. To continue current financial performance, we must increase revenue levels.

For the quarter ended September 30, 2020, we had a net loss of $1.4 million and had an accumulated deficit of approximately $57.4 million as of September 30, 2020, compared to a net income of $1.5 million for the quarter ended September 30, 2019 and an accumulated deficit of approximately $54.8 million at December 31, 2019. We need to increase current revenue levels from the sales of our solutions if we are to regain profitability. If we are unable to achieve these revenue levels, losses could continue for the near term and possibly longer, and we may not regain profitability or generate positive cash flow from operations in the future.

We do not anticipate significant changes in net revenue for the fourth quarter of fiscal year 2020 as compared with the third quarter, which was lower than previous quarters. Lack of increased revenue could adversely affect our results of operation, our liquidity position, and result in a decline in the price of our common stock.

The Company anticipates that we will not see significant changes in our net revenue for the quarterly period ending on December 31, 2020 as compared with the third quarter, which was lower than previous quarters. While it is premature to determine whether this depressed revenue is a trend or merely a reflection of our customers’ varying ordering patterns, our inability to increase our net revenue could result in lower operating results for the fiscal year 2020, have a negative effect on our cash flow and our overall liquidity position, and potentially affect the perception of the Company’s value in the marketplace and result in a decline in the price of our common stock.

Further, our expense levels are based, in part, upon our expectations as to future revenues and are largely fixed in the short term. Therefore, we may not be able to timely adjust our expenditures in order to compensate for an unanticipated shortfall in revenue in any given quarter. Any significant, unanticipated shortfall in revenues could have an immediate and significant effect on our operating results for that quarter and might lead to a reduced market price for our stock.

We may be unable to successfully market, promote, and sell our new commercial solution, INTRUSION Shield, and market it through new sales channels to a new set of prospective customers.

We anticipate significant resources will be required in order to succeed in launching our new INTRUSION Shield solution, including the time, attention, and focus of our senior management and our research and development team, coordination of new marketing strategies highlighting this new offering and promoting it through new and expanded sales channels to a wider audience of prospective customers than we have historically marketed and sold our solutions and services. In addition, significant financial resources will be required to successfully manage the implementation of this new solution. This could result in diversion of those resources from critical areas of our company operations and a potential strain on our liquidity and ability to meet our current and these anticipated increases in our cash-flow needs.

We could experience damage to our reputation in the cybersecurity industry in the event that our INTRUSION Shield solution fails to perform as expected, to meet our customers’ needs, or to achieve market acceptance.

Our reputation in the industry as a leading provider of entity identification, data mining, and advanced persistent threat detection solutions may be harmed, perhaps significantly, in the event that our new INTRUSION Shield fails to perform as we expect it to. If Shield does not perform as we expect, if we experience delivery delays, or if our customers do not perceive the benefits of purchasing and using Shield as part of their comprehensive cybersecurity solution, our position as a leader in this technology space may be damaged and could affect the willingness of our customers, as well as potential customers, to purchase our other solutions that function separately from our INTRUSION Shield. Any reputational damage could result in a decrease in orders for all of our solutions, the loss of current customers, and a decrease in our overall revenues which could in turn have a material adverse effect on our results of operation.

Uncertainties surrounding the effects of the coronavirus, particularly potential diversion of time and resources of the federal, state, and local governmental entities which make up a significant concentration of our customer base, could cause a material adverse effect on our results of operations and financial results.

We have a concentration of customers that are federal, state, and local governmental entities. Such entities ~~will be required~~have had to allocate resources and adjust budgets to accommodate real and potential contingencies related to the effects of the coronavirus and measures required to be put in place to prevent and contain contamination of the virus. These uncertainties have resulted in ~~certain~~decreased demand by some of our customers ~~delaying budgeted expenditures or re-allocating resources that would result in a~~for our current solutions. A continued decrease in orders ~~from these customers, and the possibility that other customers may follow suit in the weeks and months to come. Any such decrease in orders from these~~for our solutions by government customers could cause a material adverse effect on our operations and financial results.

~~A material disruption in our workplace as a result of~~ While we anticipate that widening the coronavirus could affect our ability to carry on our business operations in the ordinary course and may require additional cost and effort should our employees not be able to be physically on-premises.

~~Should we experience periods where it is not prudent for some or all~~scope of our ~~employees to be physically present on-site, we may not have~~customer base through the ~~benefit of the time and skills of such employees or we may be required to adjust our current business operations and processes to permit some or all~~introduction of our ~~employees at any one~~INTRUSION Shield solution will minimize the effect of this decrease in demand by our ~~locations to work remotely in order to avoid the potential spread of the virus. We~~government customers, we can offer no assurances ~~that these adjustments would not cause material disruptions~~as to ~~our daily operations, require us~~the effects the Coronavirus may continue to ~~expend our time, energy and resources to make necessary adjustments, and may result in a material adverse effect~~have on our ~~sales, research and development and other critical areas of our business model.~~current or future customers.

Our common stock may experience volatility in trading or loss in value as a result of the effects of the coronavirus on the US and global economies.

Uncertainties surrounding the effects of the coronavirus on the US and global economies has resulted in an increase in volatility and violent drops in the value of publicly traded ~~securities, including~~securities. While the ~~trading in~~price of our common ~~stock. We~~stock has not experienced such volatility or loss in value, we can offer no assurances that ~~these~~the long-term effects ~~are temporary or that any losses that are incurred as a result of these uncertainties~~on the overall US economy will ~~be regained if and when this crisis has passed. As a result, the value of our stock remains subject to such volatility and potential loss of market value.~~

~~We may be unable to successfully~~ ~~produce and promote our new commercial product, Intrusion Shield, and market it through new sales channels to a new set of prospective customers~~.

We anticipate significant resources will be required in order to complete product development of Intrusion Shield, including the time, attention, and focus of our senior management and our research and development team, coordination of new marketing strategies highlighting this new product offering and promoting it through new and expanded sales channels to a wider audience of prospective customers than we have historically marketed and sold our products and services. In addition, significant financial resources will be required to successfully manage and implementation this new product rollout. This could result in diversion of those resources from critical areas of our company operations and a potential strain on our liquidity and ability to meet our current and these anticipated increases in our cash-flow needs. We may need to explore possible funding sources in order to successfully complete this project, including, without limitation, exploring options for meeting those needs through equity investment and/or debt financing which may not ~~be on terms favorable to the Company and its stockholders (if available at all), and~~negatively affect us in the ~~instance where additional equity securities may be issued, result in significant dilution to our existing stockholders.~~future.

~~We could experience damage to our reputation in~~ ~~the cyber-security~~ ~~industry in the event that our Intrusion Shield product fails to perform as~~ ~~expected~~~~, to meet our customers’~~ ~~needs~~~~, or to achieve market acceptance.~~

Our reputation in the industry as a leading provider of entity identification, data mining, and advanced persistent threat detection products may be harmed, perhaps significantly, in the event that our new Intrusion Shield fails to perform as we expect it to. If Shield does not perform as we expect, if we experience product delivery delays, or if our customers do not perceive the benefits of purchasing and using Shield as part of their comprehensive cyber-security solution, our position as a leader in this technology space may be damaged and could affect customers, as well as potential customers, willingness to purchase our other products that function separately from our Intrusion Shield. Any reputational damage could result in a decrease in orders for all of our products, the loss of current customers, and a decrease in our overall revenues which could in turn have a material adverse effect on our results of operation.

We must expend time and resources addressing potential ~~cyber-security~~cybersecurity risk, and any breach of our information security safeguards could have a material adverse effect on the Company.

The threat of cyber-attacks requires additional time and money to be expended in efforts to prevent any breaches of our information security protocols. However, we can provide no assurances that we can prevent ~~any and~~ all such attempts from being successful, which could result in expenses to address and remediate such breaches as well as potentially losing the confidence of our customers who depend upon our services to prevent and mitigate such attacks on their respective business. Should a material breach of our information security systems occur, it would likely have a material adverse impact on our business operations, our customer relations, and our current and future sales prospects, resulting in a significant loss of revenue.

Fluctuations in our quarterly revenues may cause the price of our common stock to decline.

~~We may not~~Our operating results have ~~sufficient cash~~varied significantly from quarter to operate our business and may not be able to maintain future liquidity requirements. 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 June 30, 2020, we had cash and cash equivalents of approximately $2,872,000, down from approximately $3,334,000 as of December 31, 2019. We had a net loss of $715,000 for the~~ quarter ~~ended June 30, 2020 compared to a net income of $1,758,000 for the quarter ended June 30, 2019. Based on projections of growth in revenue~~ in the ~~coming quarters,~~past, and we ~~believe that we will have sufficient cash resources~~expect our operating results to ~~finance our operations and expected capital expenditures for the next twelve months. As of October 24, 2019, our funding available~~vary from ~~the CEO Note terminated. Our management will be assessing whether~~quarter to replace this borrowing capacity and assessing what terms may be available to the Company, including whether any such terms are available on terms acceptable to the Company, if at all (the “Potential Replacement Funding Facility”).

We expect to fund our operations through anticipated Company profits, the Potential Replacement Funding Facility, and possible additional investments of equity and debt. Any equity or debt options, if available at all, may be on terms which are not favorable to us and, in the case of any potential equity financings, may result in dilution to our stockholders. If our operations do not generate positive cash flowquarter in the future ~~or if we~~due to a variety of factors, many of which 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 $~~0.7 ~~millio~~~~n for the quarter ended June 30~~~~, 2020, and we have an accumulated deficit of $~~5~~6.0~~ ~~million as of June 30~~~~, 2020. To~~ ~~improve our~~ ~~financial performance, we must increase revenue levels~~outside of our ~~existing product offerings and/or increase~~control. Therefore, if revenues are below our ~~revenue through the introduction~~expectations, this shortfall is likely to adversely and ~~sale of~~disproportionately affect our ~~new Shield product~~.

For the quarter ended June 30, 2020, we had a net loss of $0.7 million and had an accumulated deficit of approximately $56.0 million as of June 30, 2020, compared to a net income of $1.8 million for the quarter ended June 30, 2019 and an accumulated deficit of approximately $54.8 million at December 31, 2019. We need to increase current revenue levels from the sales of our currently existing products or through the addition of sales of our new Shield product if we are to regain profitability. If we are unable to achieve these revenue levels, losses could continue for the near term and possibly longer, andoperating results. Accordingly, we may not ~~regain profitability or generate~~attain positive ~~cash flow from operations~~operating margins in future quarters. Any of these factors could cause our operating results to be below the ~~future.~~expectations of securities analysts and investors, which likely would negatively affect the price of our common stock.

A large percentage of our current revenues are received from U.S. government ~~entities/resellers,~~entities, and the loss of ~~any one of~~ these customers or our failure to widen the scope of our customer base to include general commercial enterprises could ~~reduce~~negatively affect our ~~revenues and materially harm our business and prospects.~~revenues.

A large percentage of our current revenues result from sales to U.S. government ~~entities/resellers.~~entities. If we were to lose one or more of these ~~key relationships,~~customers, our revenues could decline and our business and prospects may be materially harmed. WeFurther, 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. While 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 quarter ended June 30, 2020, sales to U.S. government entities/resellers collectively accounted for 91.0% of our revenues, compared to 91.3% for the comparable period in 2019. The loss of any of these key relationships may send a negative message to other U.S. governmentmitigate or eliminate this dependence on, and risk from, serving governmental 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~~we can offer no assurances that we will be able to sufficiently diversify our customer portfolio in a time and manner to adequately mitigate ~~the risk of loss of any of these customers.~~this risk.

Almost all of our revenues are currently from one ~~product line~~family of solutions with a limited number of customers, and the decrease of revenue from sales of this ~~product line~~family of solutions could materially harm our business and prospects. Timeliness of orders from customers may cause volatility in growth.

Almost all of our revenues result from sales of one ~~security product line.~~cybersecurity solution. TraceCop revenues were ~~$1.6~~$1.5 million for the quarter ended ~~June~~September 30, 2020, compared to ~~$4.0~~$3.9 million for the ~~second~~third quarter 2019. ~~Savant revenues increased~~While we anticipate the introduction of our new INTRUSION Shield solution will minimize our dependence on this single solution, we can offer no assurances as such, and in the absence of a shift in solution mix, we may continue to ~~$106 thousand for~~face risks in the ~~quarter ended June 30, 2020, compared to $29 thousand for the second quarter 2019. If~~event that sales of this key ~~product line~~solution to these limited customers were to ~~decrease, our revenues could decline and our business and prospects may be materially harmed. No individual commercial customer in the second quarter of 2020 and 2019 had over 10.0% of total revenue.~~decrease.

We are highly dependent on sales ~~made~~of our current solutions through indirect channels, the loss of which would materially adversely affect our operations.

We derived ~~54.0%~~53.8% of revenue in the ~~second~~third quarter of 2020 through indirect channels of mainly government resellers, compared to ~~91.3%~~90.9% of our revenues in the quarter ended ~~June~~September 30, 2019. We must ~~continue to~~ expand sales of our ~~sales~~current solutions as well as any new solutions, such as the INTRUSION Shield, through these indirect channels in order to increase our revenues. We cannot assure you that our ~~products~~current solutions or future solutions 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 and solutions through these indirect sales channels, which could result in lower prices and reduced profit margins for sales of our ~~products.~~solutions.

You will experience substantial dilution upon the exercise of certain stock options currently outstanding.

On ~~July 31,~~November 1, 2020, we had ~~13,792,030~~17,394,279 shares of common stock outstanding. Upon the exercising of current options exercisable at or below the exercise price of ~~$4.75,~~$4.25, we would have approximately ~~14,546,533~~18,015,782 shares of common stock outstanding, a ~~5.5%~~3.6% 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.

We depend exclusively on revenues generated from the sale of our current network security/advanced persistent threat detection solution (Savant), which has received limited market acceptance, and our entity identification, data mining and analytic solution (TraceCop). We can provide no assurances that these solutions or our newly developed INTRUSION Shield solution will ever achieve widespread market acceptance or that an adequate market for these solutions will ever emerge. Consequently, we resemble a developmental stage company and will face the following inherent risks and uncertainties:

Our business strategy may not successfully address these risks. If we fail to recognize significant revenues from the sales of our current and in-development solutions, our business, financial condition and operating results would be materially adversely affected.

If we fail to respond to rapid technological changes in the network security industry, we may lose customers or our solutions may become obsolete.

The network security industry is characterized by frequent product and service introductions, rapidly changing technology and continued evolution of new industry standards. We have and must continue to introduce upgrades to our current solutions rapidly in response to customer needs such as new computer viruses or other novel external attacks on computer networks. Further, our new INTRUSION Shield solution represents our efforts to continue to provide state-of-the art first-in-time innovation for our customer’s cybersecurity solutions. As a result, our success depends upon our ability to develop and introduce in a timely manner such upgrades, enhancements, and new solutions to meet evolving customer requirements and industry standards. The development of technologically advanced network security products and solutions 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 solutions successfully in a timely manner. Further, we or our competitors may introduce new solutions or enhancements that shorten the life cycle of our existing solutions or cause our existing solutions to become obsolete.

We face intense competition from both start-up and established companies that may have significant advantages over us and our solutions.

The market for our solutions is intensely competitive. There are numerous companies competing with us in various segments of the data security markets, and their products or solutions may have advantages over our solutions in areas such as conformity to existing and emerging industry standards, interoperability with networking and other cybersecurity products, management and security capabilities, performance, price, ease of use, scalability, reliability, flexibility, features, and technical support.

Our principal competitors in the data mining and advanced persistent threat market include Niksun, NetScout, Fireeye, and Darktrace. Our current and potential competitors may have one or more of the following significant advantages over us:

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:

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 or solutions. Additionally, it is likely that new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share.

Our management and larger stockholders currently exercise significant control over our ~~company~~Company and will continue to have influence over our Company after the ~~ability to approve or take actions that~~offering has concluded, and such influence may be ~~adverse~~in conflict to your interests.

As of ~~the date of this Quarterly Report,~~November 1, 2020, our executive officers and directors beneficially own approximately ~~28%~~20.7% of our voting power. In addition, other related non-affiliate parties control approximately ~~35%~~25.6% of voting power. As a result, these stockholders ~~will be~~have been 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~~including the ~~interests~~details of ~~holders~~this offering. Although we follow our policies regarding related party transactions and have, in fact, created a special committee of our ~~Common Stock. Further,~~Board to negotiate, arrange, and complete this offering, including determining the extent of the participation of these stockholders in the offering, we ~~contemplate~~cannot entirely eliminate the ~~possible issuance~~influence of ~~shares~~these stockholders as long as they hold such a concentration of the voting power of our ~~Common Stock~~common stock.

Our solutions are highly technical and if they contain undetected errors, our business could be adversely affected and we might have to defend lawsuits or ~~of securities exercisable~~pay damages in connection with any alleged or ~~convertible into shares~~actual failure of our ~~Common Stock in the future to our Chief Executive Officer, Chief Financial Officer~~solutions and Senior Vice President. Any such issuance will increase the percentage of stock our Chief Executive Officer, Chief Financial Officer, Senior Vice President and our management group beneficially holds.services.

Our solutions are highly technical and complex, are critical to the operation of many networks and, in the case of ours, provide and monitor network security and may protect valuable information. Our solutions have contained and may contain one or more undetected errors, defects or security vulnerabilities. Some errors in our solutions may only be discovered after a solution has been installed and used by end customers. Any errors or security vulnerabilities discovered in our solutions 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 cybersecurity solutions, 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 cybersecurity solutions, regardless of whether the breach is attributable to our solutions, the market perception of the effectiveness of our solutions 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 solutions do not interoperate with our customers’ networks, installations will be delayed or cancelled and could harm our business.

Our solutions are designed to interface with our customers’ existing networks, each of which have different specifications and utilize multiple protocol standards and products or solutions 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 solutions will be required to interoperate with many products and solutions within these networks as well as future products or solutions 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 solutions will interoperate and scale with the existing software and hardware, which could be costly and negatively impact our operating results. In addition, if our solutions do not interoperate with those of our customers’ networks, demand for our solutions could be adversely affected, orders for our solutions could be cancelled, or our solutions could be returned. This could hurt our operating results, damage our reputation and seriously harm our business and prospects.

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 solutions or to obtain and use information that we regard as proprietary. Policing unauthorized use of our solutions 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 whose 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 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 solutions 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 solutions 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.

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. During fiscal year 2019, the market price of our common stock on the OTCQB fluctuated between $2.90 and $5.55 per share. For the nine months ended September 30, 2020, the market price of our common stock on the OTCQB fluctuated between $2.34 and $18.18 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:

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2020 and December 31, 2019	3

Unaudited Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019	4

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019	5

Unaudited Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019	6

Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 4. Controls and Procedures	16

~~PART II – OTHER INFORMATION~~	16

~~Item 1. Legal Proceedings~~	16

~~Item 1A. Risk Factors~~	17

~~Item 6. Exhibits~~PART II – OTHER INFORMATION	19

Item 1. Legal Proceedings	18

Item 1A. Risk Factors	18

Item 6. Exhibits	24

Signature Page	2025

	June 30, 2020			December 31, 2019			September 30 2020			December 31, 2019
ASSETS
Current Assets:
Cash and cash equivalents	$	2,872		$	3,334		$	1,505		$	3,334
Accounts receivable		1,067			1,566			1,030			1,566
Prepaid expenses		388			152			647			152
Total current assets		4,327			5,052			3,182			5,052
Noncurrent Assets:
Property and equipment, net		311			335			356			335
Finance leases, right-of-use assets, net		41			62			30			62
Operating leases, right-of-use asset, net		1,223			1,348			1,160			1,348
Other assets		36			38			57			38
Total noncurrent assets		1,611			1,783			1,603			1,783
TOTAL ASSETS	$	5,938		$	6,835		$	4,785		$	6,835

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	1,152		$	1,080		$	1,420		$	1,080
Dividends payable		19			20			–			20
Finance leases liability, current portion		38			43			31			43
Operating leases liability, current portion		291			284			295			284
PPP loan payable, current portion		285			—			392			–
Deferred revenue		164			516			58			516
Total current liabilities		1,949			1,943			2,196			1,943
Noncurrent Liabilities:
Finance leases liability, noncurrent portion		5			21			1			21
Operating leases liability, noncurrent portion		1,170			1,315			1,095			1,315
PPP loan payable, noncurrent portion		345			—			239			–
Total noncurrent liabilities		1,520			1,336			1,335			1,336

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.01 par value: Authorized shares – 5,000
Series 1 shares issued and outstanding — 200 Liquidation preference of $1,012 in 2020 and $1,013 in 2019		707			707
Series 2 shares issued and outstanding — 420 in 2020 and 460 in 2019 Liquidation preference of $1,054 in 2020 and $1,155 in 2019		661			724
Series 3 shares issued and outstanding — 266 in 2020 and 289 in 2019 Liquidation preference of $583 in 2020 and $634 in 2019		379			412
Common stock, $0.01 par value:
Authorized shares — 80,000
Issued shares — 13,802 in 2020 and 13,552 in 2019 Outstanding shares — 13,792 in 2020 and 13,542 in 2019		138			136
Series 1 shares issued and outstanding — 0 in 2020 and 200 in 2019 Liquidation preference of $1,013 in 2019								–			707
Series 2 shares issued and outstanding — 0 in 2020 and 460 in 2019 Liquidation preference of $1,155 in 2019								–			724
Series 3 shares issued and outstanding — 0 in 2020 and 289 in 2019 Liquidation preference of $634 in 2019								–			412
Common stock, $0.01 par value: Authorized shares — 80,000
Issued shares — 14,939 in 2020 and 13,552 in 2019 Outstanding shares — 14,929 in 2020 and 13,542 in 2019								149			136
Common stock held in treasury, at cost – 10 shares		(362	)		(362	)		(362	)		(362	)
Additional paid-in capital		56,946			56,759			58,877			56,759
Accumulated deficit		(55,957	)		(54,777	)		(57,367	)		(54,777	)
Accumulated other comprehensive loss		(43	)		(43	)		(43	)		(43	)
Total stockholders’ equity		2,469			3,556			1,254			3,556
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,938		$	6,835		$	4,785		$	6,835

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019			September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Revenue	$	1,655		$	4,020		$	3,450		$	7,211		$	1,588		$	3,860		$	5,039		$	11,071
Cost of revenue		651			1,590			1,398			2,874			652			1,465			2,050			4,339

Gross profit		1,004			2,430			2,052			4,337			936			2,395			2,989			6,732

Operating expenses:
Sales and marketing		485			46			995			458			885			356			1,880			813
Research and development		907			296			1,660			477			1,081			297			2,741			775
General and administrative		326			321			582			652			377			277			962			930

Operating income (loss)		(714	)		1,767			(1,185	)		2,750			(1,407	)		1,465			(2,594	)		4,214

Interest income		1			—			7			—			–			–			8			–
Interest expense		(2	)		(9	)		(2	)		(44	)		(2	)		(1	)		(4	)		(45	)

Net income (loss)	$	(715	)	$	1,758		$	(1,180	)	$	2,706		$	(1,409	)	$	1,464		$	(2,590	)	$	4,169

Preferred stock dividends accrued		(33	)		(35	)		(66	)		(69	)		(13	)		(35	)		(79	)		(104	)
Net income (loss) attributable to common stockholders	$	(748	)	$	1,723		$	(1,246	)	$	2,637		$	(1,422	)	$	1,429		$	(2,669	)	$	4,065

Net income (loss) per share attributable to common stockholders:
Basic	$	(0.05	)	$	0.13		$	(0.09	)	$	0.20		$	(0.10	)	$	0.11		$	(0.19	)	$	0.30
Diluted	$	(0.05	)	$	0.11		$	(0.09	)	$	0.17		$	(0.10	)	$	0.09		$	(0.19	)	$	0.27

Weighted average common shares outstanding:
Basic		13,784			13,523			13,743			13,466			14,450			13,523			13,981			13,466
Diluted		13,784			15,371			13,743			15,314			14,450			15,371			13,981			15,314

		Six Months Ended						Nine Months Ended
		June 30, 2020			June 30, 2019			September 30, 2020			September 30, 2019
Operating Activities:
Net income (loss)		$	(1,180	)	$	2,706		$	(2,590	)	$	4,169
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			107			86			164			136
Stock-based compensation			74			14			174			24
Penalties on dividends			—			6			–			6
Noncash lease costs			124			304			186			364
Changes in operating assets and liabilities:
Accounts receivable			499			(738	)		536			(737	)
Prepaid expenses and other assets			(234	)		(234	)		(514	)		(45	)
Accounts payable and accrued expenses			(64	)		(66	)		134			(621	)
Deferred revenue			(352	)		179			(457	)		(361	)
Net cash provided by (used in) operating activities			(1,026	)		2,257			(2,367	)		2,935

Investing Activities:
Purchases of property and equipment	��		(62	)		(168	)		(153	)		(183	)

Financing Activities:
Proceeds from PPP loan payable			629			—			629			–
Payments on loan from officer			—			(1,815	)		–			(1,815	)
Proceeds from stock options exercised			85			226			193			236
Payments of dividends			(67	)		(644	)		(99	)		(667	)
Reduction of finance lease liability			(21	)		(31	)		(32	)		(47	)
Net cash provided by (used in) financing activities			626			(2,264	)		691			(2,293	)

Net decrease in cash and cash equivalents			(462	)		(175	)
Net increase (decrease) in cash and cash equivalents									(1,829	)		459
Cash and cash equivalents at beginning of period			3,334			1,652			3,334			1,652
Cash and cash equivalents at end of period		$	2,872		$	1,477		$	1,505		$	2,111


SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING ACTIVITIES:

SUPPLEMENTAL DISCLOSURE OF NON CASH OPERATING AND FINANCING ACTIVITIES:
Preferred stock dividends accrued		$	66		$	68		$	79		$	103
Conversion of preferred stock to common		$	96		$	—		$	1,843		$	–

	Three Months Ended						Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Total revenue		100.0	%		100.0	%		100.0	%		100.0	%

Total cost of revenue		39.3			39.6			40.5			39.9

Gross profit		60.7			60.4			59.5			60.1

Operating expenses:
Sales and marketing		29.3			1.0			28.8			6.3
Research and development		54.8			7.4			48.1			6.7
General and administrative	19.7				8.0			16.9			9.0
Operating income (loss)		(43.1	)		43.9			(34.3	)		38.1

Interest income		0.1			—			0.2			—
Interest expense		(0.2	)		(0.2	)		(0.1	)		(0.6	)

Income (loss) before income tax provision		(43.2	)		43.7			(34.2	)		37.5

Income tax provision		—			—			—			—

Net income (loss)		(43.2	)%		43.7	%		(34.2	)%		37.5	%
Preferred stock dividends accrued		(2.0	)		(0.8	)		(1.9	)		(0.9	)

Net income (loss) attributable to common stockholders		(45.2	)%		42.9	%		(36.1	)%		36.6	%

	Six Months Ended
	June 30, 2020			June 30, 2019
NUMBER OF PREFERRED SHARES—ISSUED AND OUTSTANDING
Balance, beginning of quarter		949			949
Conversion of preferred stock to common		(63	)		—
Balance, end of quarter		886			949
PREFERRED STOCK
Balance, beginning of quarter	$	1,843		$	1,843
Conversion of preferred stock to common		(96	)		—
Balance, end of quarter		1,747			1,843
NUMBER OF COMMON SHARES—ISSUED
Balance, beginning of quarter		13,552			13,259
Conversion of preferred stock to common		63			—
Exercise of stock options		187			280
Balance, end of quarter		13,802			13,539
COMMON STOCK
Balance, beginning of quarter	$	136		$	133
Conversion of preferred stock to common		1			—
Exercise of stock options		1			2
Balance, end of quarter	$	138		$	135
TREASURY SHARES
Balance, beginning of quarter and end of quarter	$	(362	)	$	(362	)
ADDITIONAL PAID-IN-CAPITAL
Balance, beginning of quarter	$	56,759		$	56,609
Conversion of preferred stock to common		95			—
Stock-based compensation		74			14
Exercise of stock options		84			224
Preferred stock dividends declared, net of waived penalties by shareholders		(66	)		(62	)
Balance, end of quarter	$	56,946		$	56,785
ACCUMULATED DEFICIT
Balance, beginning of quarter	$	(54,777	)	$	(59,242	)
Net income (loss)		(1,180	)		2,706
Balance, end of quarter	$	(55,957	)	$	(56,536	)
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of quarter and end of quarter	$	(43	)	$	(43	)
TOTAL STOCKHOLDERS’ EQUITY	$	2,469		$	1,822

	For Three Months Ended June 30, 2020			For Three Months Ended June 30, 2019			For Six Months Ended June 30, 2020			For Six Months Ended June 30, 2019

Weighted average grant date fair value	$	2.80		$	3.61		$	2.80		$	3.61
Weighted average assumptions used:
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Risk-free interest rate		0.43	%		2.19	%		0.43	%		2.19	%
Expected volatility		76.00	%		127.52	%		76.00	%		127.52	%
Expected life (in years)		6.2			5.0			6.2			5.0

	●	~~concentration~~Substantial blocks of our total outstanding shares may be sold into the market when “lock-up” or “market standoff” periods end. If there are substantial sales of shares of our common stock, the price of our common stock could decline.
	·	Our common stock may experience volatility in trading or loss in value as a result of the effects of the coronavirus on the US and global economies.
	·	A large percentage of our current revenues are received from U.S. government entities, ~~or commercial customers~~ and the ~~possibility of~~ loss ~~of one~~ of these customers or our failure to widen the scope of our customer base to include general commercial enterprises could negatively affect our revenues.
	·	If we fail to respond to rapid technological changes in the network security industry, we may lose customers or our solutions may become obsolete.
	·	We face intense competition from both start-up and ~~the unique risks associated with government customers;~~ established companies that may have significant advantages over us and our solutions.

	●	~~the influence that our~~Our management and larger stockholders currently exercise significant control over our Company and will continue to have influence over ~~actions taken by~~our Company after the ~~Company.~~ offering has concluded, and such influence may be in conflict to your interests.
	·	Our solutions 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 solutions and services.
	·	A breach of network security could harm public perception of our cybersecurity solutions, which could cause us to lose revenues.
	·	We must adequately protect our intellectual property in order to prevent loss of valuable proprietary information.
	·	We may incur substantial expenses defending ourselves against claims of infringement.
	·	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 need for our current and in-development solutions 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.

	·	greater financial, technical and marketing resources;

	·	better name recognition;

	·	more comprehensive security solutions;

	·	better or more extensive cooperative relationships; and

	·	larger customer base.

	·	longer operating histories;

	·	longer-standing relationships with OEM and end-user customers; and

	·	greater customer service, public relations and other resources.

	·	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;

	·	our ability to successfully produce, market, and sell our new INTRUSION Shield solution through new and broader sales channels to an expanded potential client market;

	·	announcements by us or our competitors of new products or solutions, 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.

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
32.1		Certification 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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

	INTRUSION INC.

Date: November 12, 2020	/s/ Jack B. Blount

~~Date: August 13, 2020~~	~~/s/~~ Jack B. Blount
	~~Jack B. Blount~~
	Director, President & Chief Executive Officer
	(Principal Executive Officer)


Date: ~~August 13,~~November 12, 2020	/s/ Michael L. Paxton
	Michael L. Paxton
	~~Chairman,~~Director, Vice President, Chief Financial Officer, Treasurer & Secretary
	(Principal Financial & Accounting Officer)