Forward Looking Statements





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,
in Item 1A "Risk Factors" include, but are not limited to:



  ? the uncertain ramifications related to the coronavirus outbreak;



? our ability to successfully create, market, sell and distribute our new Shield


    product to a new and distinct customer base



? our ability to produce and promote our new commercial product, Intrusion

Shield, and market it through new sales channels to a new set of prospective


    customers;



? insufficient cash to operate our business and inability to meet our liquidity


    requirements;




  ? loss of revenues due to the failure of our newer products, Shield in
    particular, to achieve market acceptance;



? our need to increase current revenue levels in order to achieve sustainable


    profitability;




  ? our unavailability to make future borrowings under the CEO Note;



? our ability to replace all or a portion of the borrowing capacity available to

the Company under the CEO Note and whether any such terms would be available


    on terms acceptable to the Company, if at all;




  ? our ability to raise funds through debt or equity offerings related to
    launching a commercial product;



? concentration of our revenues from U.S. government entities or commercial

customers and the possibility of loss of one of these customers and the unique


    risks associated with government customers;




  ? our dependence on sales made through indirect channels; and



? the influence that our management and larger stockholders have over actions


    taken by the Company.




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.



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Results of Operations


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.





                                                 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 %








                                                 Three Months Ended                       Six Months Ended
                                         June 30, 2020        June 30, 2019       June 30, 2020       June 30, 2019
Domestic revenues                                 100.0 %              100.0 %             100.0 %             100.0 %
Export revenues                                       -                    -                   -                   -

Net revenues                                      100.0 %              100.0 %             100.0 %             100.0 %






Net Revenues. Net revenues for the quarter and six months ended June 30, 2020
were $1.7 million and $3.5 million, respectively, compared to $4.0 million and
$7.2 million for the same periods in 2019. Product revenues decreased $2.3
million for the quarter ended June 30, 2020, and $3.7 million for the six months
ended June 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 30, 2020 and 2019 were $1.6 million
and $4.0 million, respectively. Savant sales were $106 thousand for the quarter
ended June 30, 2020 and were $29 thousand for the quarter ended June 30, 2019.



Concentration of Revenues. Revenues from sales to various U.S. government
entities totaled $1.5 million, or 91.0% of revenues, for the quarter ended June
30, 2020 compared to $3.9 million, or 91.3% of revenues, for the same period in
2019. Revenues from sales to various U.S. government entities totaled $2.8
million, or 80.8% of revenues, for the six months ended June 30, 2020 compared
to $6.4 million, or 89.2% of revenues, for the same period in 2019. Sales to
commercial customers totaled 9.0% of total revenue for the second quarter of
2020 compared to 8.7% of total revenue for the second quarter of 2019. During
the second 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.



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Gross Profit. Gross profit was $1.0 million or 60.7% of net revenues for the
quarter ended June 30, 2020, compared to $2.4 million or 60.4% of net revenues
for the quarter ended June 30, 2019. Gross profit was $2.1 million or 59.5% of
net revenues for the six months ended June 30, 2020 compared to $4.3 million or
60.1% of net revenues for the six months ended June 30, 2019. Gross profit on
product revenues trended from 59.5% of net revenues for the six months ended
June 30, 2020 to 60.1% of net revenues for the six months ended June 30, 2019,
mainly due to TraceCop/Savant product mix. 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.



Sales and Marketing. Sales and marketing expenses increased to $0.5 million for
the quarter ended June 30, 2020 compared to $46 thousand for the same period in
2019. Sales and marketing expenses increased to $1.0 million for the six months
ended June 30, 2020 compared to $0.5 million for the same period in 2019. 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 to increased marketing
expense related to the Shield launch.



Research and Development. Research and development expenses increased to $0.9
million for the quarter ended June 30, 2020 compared to $0.3 million for the
same period in 2019. Research and development expenses increased to $1.7 million
for the six months ended June 30, 2020 compared to $0.5 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 Shield product 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.



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



Interest. Interest expense decreased to $2 thousand for the quarter ended June
30, 2020 compared to $9 thousand for the same period in 2019. Interest expense
decreased to $2 thousand for the six months ended June 30, 2020 compared to $44
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 for the
quarter ended June 30, 2020 compared to none for the same period in 2019.
Interest income increased to $7 thousand for the six months ended June 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.



Liquidity and Capital Resources

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





Net cash used in operations for the six months ended June 30, 2020 was $1.0
million due primarily to a net loss of $1.2 million and the following uses of
cash: a $352 thousand decrease in deferred revenue, a $234 thousand increase in
prepaid expenses and other assets, and a $64 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 thousand in depreciation
and amortization expense, and $74 thousand in stock-based compensation. Net cash
provided by operations for the six months ended June 30, 2019 was $2.3 million
due primarily to a net income of $2.7 million and the following provisions of
cash and non-cash items: $304 thousand in noncash lease costs, a $179 thousand
increase in deferred revenue, $86 thousand in depreciation and amortization
expense, $14 thousand in stock-based compensation, and $6 thousand in penalties
and waived penalties on dividends. This was partially offset by a $738 thousand
increase in accounts receivable, a $234 thousand increase in prepaid expenses
and other assets, and a $66 thousand decrease in accounts payable and accrued
expenses. Future fluctuations in 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 months ended June 30, 2020,
was $62 thousand for net purchases of property and equipment, compared to $168
thousand net cash used in investing activities for the six months ended June 30,
2019 for net purchases of property and equipment.



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Net cash provided by financing activities in 2020 was $0.6 million generated
primarily by proceeds from a PPP loan of $0.6 million and proceeds from exercise
of stock options of $85 thousand. This was directly offset by the following uses
of cash: payments for preferred stock dividends of $67 thousand, and payment on
principal of finance right-of-use leases of $21 thousand. Net cash used in
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
thousand, and payment on principal of finance right-of-use leases of $31
thousand. This was directly offset by the following provisions of cash: proceeds
from exercise of stock options of $226 thousand.



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





During the six months ended June 30, 2020, the Company funded its operations
through the use of cash and cash equivalents. 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, 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, 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 flow in the future, or if we are not able to obtain
additional debt or equity financing on terms and conditions acceptable to us, if
at all, we may be unable to implement our business plan, fund our liquidity
needs or even continue our operations.

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