Welcome to Intrusion Inc.'s Fourth Quarter and Full Year 2023 Earnings Conference Call and Webcast. Please note, this conference is being recorded. An audio replay of the conference call will be available on the company's website within a few hours after this call. I will now turn the call over to Josh Carroll with Investor Relations.

Thank you, and welcome. Joining me today are Tony Scott, Chief Executive Officer; and Kimberly Pinson, Chief Financial Officer. This call is being webcast and will be archived on the Investor Relations section of our website. Before I turn the call over to Tony, I'd like to remind everyone that the statements made during this conference call relate to the company's expected future performance, future business prospects, future events or plans may include forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. Please refer to our SEC filings for more information on the specific risk factors that could cause our actual results to differ materially from the projections described in today's conference call. Any forward-looking statements that we make on this call are based upon information that we believe as of today, and we undertake no obligation to update these statements as a result of new information or future events. In addition to U.S. GAAP reporting, we report certain financial measures that do not conform to generally accepted accounting principles. During the call, we may use non-GAAP measures if we believe it is useful to investors or if we believe it will help investors better understand our performance or business trends. With that, let me now turn the call over to Tony for a few opening remarks.

Thank you, Josh, and good afternoon, and thank you all for joining us today. To start, I'd like to just take a moment to acknowledge the poor performance of our stock in the marketplace this past year. As an investor and one who has significantly increased my personal investment in Intrusion over the last year, I want you to know that I feel your pain. Intrusion's performance in 2023 did not live up to anyone's expectations, including mine, and I wanted to address that right upfront. But I'd like to share some of the factors which have contributed to that poor performance, and also share our plans to overcome those realities or at least compensate for them. We made no secret that we needed to raise capital in 2023. And as it turned out, 2023 was one of the worst years ever for small and micro-cap companies to raise equity. We made multiple attempts with three different investment banking firms to raise capital. And obviously, our stock was severely discounted as a result of these efforts. Additionally, due to unforeseen delays in Shield bookings, we were not able to make the kind of public announcements that could have helped either stabilize the stock price or generate a measure of positive inertia. Finally, as you'll hear later, the loss of the large, thin-margin consultant contract in 2022, that we previously talked about, had its full impact on top-line revenue in 2023 and the impact of the federal government's continuing resolution in Q4 2023, which continued into 2024, has had a significant impact on our consulting revenue during the period. At all times, we've reacted to these developments by doing what we could to reduce costs and conserve cash, while at the same time preserving and protecting our highly talented engineering and consulting teams whose skills are not easily replaced. In 2023, we did manage to resolve all of the legal issues that were carryovers from 2021 and 2022, including the SEC investigation, the shareholder derivative lawsuit, and the class action lawsuit. Only the derivative action remains technically open with final court approval scheduled shortly after a self-imposed delay by the court of jurisdiction. I'll say it's impossible to fully measure the workload and the distraction that these legal issues have landed on our leadership team and are only surpassed in magnitude by the workload and distraction associated with the constant fundraising activities we also took on in 2023. I'm happy to have at least some of this workload behind us as we get into 2024. From a product development perspective, 2023 was a very productive year and one of significant progress in terms of delivering the features and functions that our customers have told us were important. We delivered a cloud-based reporting and management platform that makes it easy to manage a fleet of Shield instances, including cloud and endpoint. This is an important development for managed service providers, managed service security providers, and enterprise customers. We've also made significant improvements in overall performance, and we've continued our progress on reliability, quality, and scalability to meet the needs of the most demanding customers. Also, the infrastructure and tooling that supports our product development team and our consulting teams has had a much-needed and long-delayed upgrade as well. Taken together, these improvements will shorten our product development time as well as continue to deliver high-quality products that are relevant to our customers. Let me talk a bit about our sales activity. We added seven new logos in Q4 2023, our best quarter ever. Revenue for these initial contracts will be small initially as deployments occur in Q1 and Q2, but two of these new customers have already indicated intent to significantly increase their Shield consumption in 2024, with revenue potential in each case of several hundred thousand dollars of ARR. In October of 2023, we announced a $5 million multiyear award with a large telecom provider that we expect to generate revenue beginning in Q4. However, due to some unforeseen contracting delays involving our original channel partner, and ultimately the need to switch to an alternate channel partner at the request of our customer, we now expect revenue to begin in Q2 and then ramp throughout the year. We expect to be able to make a more definitive announcement of the details of the award in the next few weeks. Finally, in the last two weeks, we've been notified through our partner I1 Resources in the Philippines that we're part of a solution that's been down-selected as the number one preference for helping protect the cybersecurity integrity of national elections in the Philippines. After an upcoming 30- to 45-day technical due diligence period, a final award will be made with deployments beginning in Q2 and Q3. If we are successful, along with our I1 partners, the revenue to Intrusion for this will exceed $1 million ARR. Now turning to our financials. Total revenues for the fourth quarter were $1.4 million, representing a 7% decline on a sequential basis. Revenues for fiscal 2023 were $5.6 million, a 25% decline compared to fiscal year 2022. The decline in revenue in the fourth quarter was driven by the decrease in consulting revenue, mainly associated with the federal government's continuing resolution in the absence of an improved federal budget. The decline year-over-year was largely due to the loss of the large low-margin government contract in Q4 2022 that we previously discussed. Shield revenues for the fourth quarter were flat sequentially, primarily due to a delayed final contracting and implementation schedule, as I just discussed. We've also been informed by a large and early Shield customer that they will not be renewing their Shield contract. The customer is one of the original users of an early version of the Shield product and had implemented a highly customized and nonstandard architectural configuration of the product. While the loss of one of our original Intrusion Shield customers is both regrettable and will have a short-term impact on our financial results, we believe that the Shield transactions that we booked in the fourth quarter of 2023 and during the first quarter of 2024, as well as the several transactions that we anticipate will close in the second quarter of this year, and the promising opportunity from the I1 Resources award will help drive Intrusion Shield revenue growth in 2024. Turning now to our consulting business. Our fourth quarter consulting revenues were down sequentially, driven by the continuing resolution in the absence of an improved federal budget that I mentioned earlier in the call. While the budget was finally passed over this past weekend, it will take a few days to sort out the total impact on Intrusion and planned renewals as well as prospective new work. Still, we continue to remain optimistic about the demand for our products and services and expect growth in the future from both our government and non-government customers. Finally, through some of our recent consulting contract renewals for 2024, we were able to implement rate increases and also make other revenue-generating enhancements to existing contracts. As I previously indicated in various Q&A sessions, I informally stay in touch with many former colleagues and notable CIOs and CISOs across a wide spectrum of industries. Among other things, these conversations help me understand the general sentiment and consensus opinion of these important individuals as it relates to trends, spending, and concerns related to cybersecurity. During the last quarter, I heard that as a result of the current economic environment that we're in, a large majority of companies have been going through some form of flattening or a reduction in growth when it comes to their cybersecurity teams and their cybersecurity budgets. Meanwhile, the bad actors continue to proliferate all kinds of new and lethal attacks. This has put significant pressure on CIOs and CISOs to keep up with both technology and staffing needs with more limited new resources. We continue to believe that this provides Intrusion with a significant opportunity to step in and help fill the gaps these companies currently have in their technology stack and in their cybersecurity teams. And to provide them with the needed capability to identify, deflect, and eliminate any cyber threats that they might encounter. In November 2023, we closed a private offering pursuant to which we sold an aggregate of 4.4 million shares of our common stock, each of which was coupled with a warrant to purchase 2 shares of common stock at an aggregate offering price of $0.60 per share, above the market price at the time. The private offering resulted in net proceeds to Intrusion of approximately $2.3 million which are being used for working capital and general corporate purposes. Members of our executive team, our Board of Directors, and several existing shareholders participated in the private offering, which we believe demonstrates the confidence that both our organization and our loyal shareholders have in our unique technology. In addition to our private offering, on January 2, 2024, I personally entered into an accounts receivable invoice financing arrangement via note purchase agreement, in which I purchased from Intrusion a promissory note in the amount of $1.1 million in exchange for delivering $1.0 million in cash to Intrusion. Not only does this purchase agreement provide favorable terms for Intrusion, but it also demonstrates the confidence I have in Intrusion's future. Finally, before I turn the call over to Kim to cover our financial results in greater detail, I would first like to spend a few minutes discussing the recent steps that we've taken to regain compliance with NASDAQ for continued listing on the NASDAQ capital markets as it relates to the minimum bid price of $1 and the equity standard. On March 18, we announced our intentions to effectuate a 1-for-20 reverse stock split of our issued and outstanding shares of common stock with a par value of $0.01 per share. The reverse split became effective on March 22, and Intrusion shares began trading on a reverse stock split-adjusted basis on March 25. We also announced last week that we had entered into an exchange agreement with Streeterville Capital to exchange an aggregate of $9.3 million of senior debt pursuant to notes issued in March and June of 2022 for newly designated Series A preferred stock. We'd like to thank Streeterville Capital for their continued support of Intrusion as the firm has been a key partner in providing Intrusion with additional flexibility to support our capital needs. As an additional measure, we have offered a warrant exercise inducement to warrant holders from our 2022 registered direct and 2023 PIPE offerings whereby we've reduced the exercise price through March 29, after which time the inducement period will be over and the exercise price reverts back to the original exercise price. While there can be no assurance that Intrusion will be able to regain and therefore sustain compliance with NASDAQ's listing requirements, we believe that the measures taken provide Intrusion with the best option to successfully regain compliance with NASDAQ's listing requirements. Now I'd like to turn the call over to Kim for a more detailed review of our fourth quarter and fiscal year 2023 financials.

Thanks, Tony. Revenues for the fourth quarter of 2023 were $1.4 million, a decrease of $0.1 million on both a sequential and year-over-year basis. Revenues for the full year ended December 31, 2023, were $5.6 million, a decrease of $1.9 million compared to 2022. Consulting revenue in the fourth quarter totaled $0.9 million, a decrease of $0.1 million sequentially and $0.2 million year-over-year. Consulting revenue for the full year of 2023 was $4.0 million, a decrease of $2.3 million compared to 2022. The decline in our consulting revenues is due to the loss of a consulting contract in the fourth quarter of 2022, in which Intrusion's prime sponsor chose not to renew the final option nor the contract. As disclosed in prior quarters, while the loss of this one consulting contract significantly impacted Intrusion's top line revenue, the gross margin on this contract was 14%, and as a result, it had a marginal impact on profitability. Additionally, as Tony mentioned earlier in the call, our consulting business has also been impacted by the continuing resolution of the federal budget that continues to hinder the clarity of timing for new contract awards. We continue to have a relatively strong consulting pipeline that once the budget uncertainty is officially lifted should result in growth. Shield revenue for the fourth quarter was $0.4 million, which was relatively flat sequentially and up 37% on a year-over-year basis. For the full year of 2023, Shield revenue was $1.6 million, an increase of 36% compared to 2022. However, as Tony previously mentioned, we were informed by a large Shield customer that they will not be renewing their contract. As a result, the loss of the Shield customer has the potential to impact our financial results beginning in the second quarter and to a greater extent, the deals that we anticipate closing during the second half of the year. As a reminder, many of our new bookings and much of our pipeline consist predominantly of Shield Appliance product sales, where revenue recognition is dependent on an implementation and customer acceptance timeline. Gross profit margin was 79% for the fourth quarter of 2023 compared to 63% in the fourth quarter of 2022. The increase in gross profit margin in the current quarter is a result of our product mix with Shield revenues representing a higher percentage of revenues and the loss of the low-margin consulting contract, as previously mentioned. Shield sales currently represent 32% of our revenues. Operating expenses in the fourth quarter of 2023 totaled $3.5 million, a decrease of $0.4 million sequentially from the third quarter of 2023. We implemented cost reduction measures in late March 2023, which were predominantly in staffing as we eliminated 16 positions and reduced our use of contractors. These measures, along with continued reductions in discretionary spend, resulted in $5.2 million in cost savings from April through December. As we have noted on previous calls, as we grow our customer base and increase revenues, we may choose to accelerate our product development in a few periods, which will result in increased spending. We will and are continuing to evaluate each spending decision while also making prudent investments in our long-term profitable growth. The net loss for the fourth quarter of 2023 was $2.8 million or $0.09 per share, a marked improvement from our loss of $3.2 million or $0.14 per share for the third quarter of 2023. When compared to the same periods in 2022, earnings per share improved $0.16 from a loss of $0.25 per share for the 2022 quarter. The net loss per share for the 12-month period of 2023 was $0.57 per share compared to $0.82 per share for the same period in the prior year. Turning to the balance sheet, on December 31, we had cash and cash equivalents of $0.1 million, down $3 million at the end of 2022. Since December 31, we have funded our operations through the continued use of our ATM facility and changes in working capital, which consists principally of customer advance payments and the accounts receivable financing arrangement Tony mentioned earlier in the amount of $1.1 million. More information relating to this arrangement is available on current reports on Form 8-K. We continue to take active steps towards improving our liquidity and strengthening our balance sheet, which also align with steps we are taking to regain compliance with the NASDAQ listing requirements. On February 1, we had a NASDAQ Hearing Panel meeting, where we presented our plan to regain and sustain compliance. Following this meeting, we were granted an extension until April 23, in which to meet the NASDAQ Capital Markets listing criteria. We are executing a plan to gain compliance with the NASDAQ listing rule 5550-b1, which requires a minimum of $2.5 million in net equity. Pursuant to this plan, in order to increase our equity, we are continuing to utilize our ATM. We closed on a private offering in November 2023 and are anticipating to close on an additional private offering in the near term. We have sent warrant inducement letters that temporarily reduce the exercise price to warrant holders for our 2022 registered direct and our November 2023 PIPE offerings, and through a series of three transactions in the fourth quarter of 2023 and two transactions in this March 2024 quarter, we exchanged $10 million in senior debt for $0.8 million in common stock and $9.3 million in Series A preferred stock. These exchange agreements with Streeterville Capital are a significant step towards deleveraging our business. Following the exchanges, the remaining outstanding principal on the senior notes is $0.5 million. I'd like to now turn the call back over to Tony for a few closing comments.

Thanks, Kim. Despite the challenges that we faced throughout the year, we've continued to move forward with a clear vision for the future, and we're focused on transforming that vision into action through compelling products, and the innovative strategies that position us to capitalize on the robust opportunities in our evolving marketplace. I look forward to sharing the next steps in our journey with all of you, and I want to personally thank all of our employees for all their hard work over the past year, and our investors and financial partners for their continued patience and support as we execute our strategy. This concludes our prepared remarks, and I'll now turn the call over to the operator for Q&A.

The first question comes from Scott Buck with H.C. Wainright.

Tony, I'm curious, are you seeing any patterns in the success that you're having selling Shield during the fourth quarter and now the first quarter? I'm just curious if maybe you guys have stumbled onto a secret sauce or what the recent success can be attributed to?

I think there are a couple of things. But first, I would tell you that all of the new work that we talked about, the new logos were the result of months of work of doing a proof of concept and then getting the customer comfortable with the product and what it could do and so on. So in a lot of ways, we've been setting the stage for these for quite a long time. I think there are a couple of macro factors in the environment that are also helping us. One is, and you've probably seen in the newspaper, a lot of concern around activities from foreign governments, China and Russia, in particular. Our solution is particularly well-suited to detect those kinds of threats in a network environment. I think as people's concerns have continued to rise in that particular dimension, it argues for a solution like ours may be more than it would have before. We do see that pattern. I also mentioned it in my remarks, but one of the things we were missing was the ability to manage a fleet of Shield instances. Prior to our introduction of the cloud dashboard, you would have had to log into each instance separately and manage it individually. With the cloud platform now, you can manage a fleet of Shield devices across all the different ways it gets deployed and have consolidated reporting as well as management. That was one of the most requested features from our bigger clients. I think that's helped and will continue to help us in terms of addressing the needs of some of these larger customers.

Great. I appreciate that. Kim, can you tell us what the dollar amount contributed from the large nonrecurring Shield customer was during 2023?

I don't have that number in front of me. I know it is a significant number, and I would need to pull that for you. But it does represent, in 2023, I think roughly 80% of the Shield revenues.

Okay. I appreciate that. And then last one for me, guys. What do you have remaining on the ATM?

We have roughly $9 million remaining on the ATM. The ATM is off of our S-3 registration, which expires in August of this next year.

Next question comes from Ed Woo with Ascendiant Capital.

You mentioned that some of the cybersecurity budgets are getting cut. How does your self-pipeline look right now versus three months ago and a year ago?

Yes. I didn't want to misrepresent. They're not so much getting cut, but they're tapering down in terms of the amount of increases that they've been getting. Over the last couple of years, one of the big increases in IT budgets was for cybersecurity, could have been 20%, 30%, or 40% a year in some cases. That's been driven down pretty significantly in most organizations. What we're seeing is more like single-digit increases, not double-digit increases. CIOs and CISOs are starting to demand a couple of things that I think are relevant to our platform. One is prove to me that there's value in the technology and that it's actually preventing something. We can actually show that what the value for the money is. It's not true necessarily of all the cyber tools that an organization may have in its stack. So I think CIOs are looking at what's nice to have and what's critical to have. I think in some cases, they're narrowing their choices based on that. They also complain about the number of suppliers they have to deal with. That's a trend that's been going on for now a couple of quarters. I expect there to be some industry consolidation as a result of that concern, and it's becoming a pretty vocal concern at this particular point.

The next question comes from Walter Schenker with MAZ Partners.

The ability to raise capital from the ATM is somewhat limited given the liquidity in the stock, especially although I realize it's just math, but there are only about 1.5 million shares left or maybe a little more after the Streeterville. What thoughts do you have, Tony, about raising capital beyond that, the ATM?

Well, I think, as Kim mentioned, we're looking at PIPE-type transactions similar to what we did in Q4. I want to note that I'm personally going to participate in that again and continue my investment in Intrusion. It is likely a small number of investors, think of it as friends and family, a mix of tech people, cyber people, retired business people, wealthy individuals, and myself who believe in what we're doing and think there's a great future ahead of us. That's our plan at the moment.

And just a second quick question, you don't know, but you've been in negotiations on the consulting side, and we've discussed this, given your relationships going back a long way. The budget has now been passed. I realize it takes a little while to work things out. But you would look to the consulting area to be meaningfully higher than it's been running recently i.e., you're picking up new contracts, not just renewals plus price...

Yes. There are a few important points to consider in this area. Firstly, our business relies on a series of contracts that typically renew each year as the budget is approved, followed by task orders based on those renewals. However, due to the duration of the current continuing resolution, some renewals did not take place because the new budget was not passed. Congress has restrictions on spending unless funds are appropriated and authorized. We were affected by these issues. Additionally, we had some new opportunities that we believed could be funded through emergency funding, but ultimately that was not feasible. We have a pipeline of potential deals that we believe will emerge positively in the remaining six months of the year. It may take some time to clarify, but we feel confident about our position, so I remain optimistic.

At this time, there are no other questions in queue. I'll turn the call back over to your host, Mr. Tony Scott.

Well, thanks. I appreciate the questions. As we find ourselves at the end of almost at the end of Q1, a couple of things to be excited about. As I mentioned on the call, some of the wins we had in Q4, I think, are likely to turn into significantly bigger opportunities in the remaining part of the year, and we look forward to that. We're also excited about this one opportunity I mentioned with our I1 Resources partner for the Bureau of Elections in the Philippines. I think that's a real positive if we can win that solution. Part of that solution is a new variation of the product that we created to provide an additional layer of security when you have a Starlink terminal, and that was one of the winning elements that helped this solution get down-selected for the Bureau of Elections. We're seeing a great level of interest in other applications. As I think many of you know, Starlink terminals are popping up everywhere. A lot of customers are looking for additional cybersecurity. We're hoping to take advantage of that growth and ensure that Intrusion is a part of that solution whenever anyone buys a Starlink terminal for their business. Taken together, I'm still optimistic about our future. As I mentioned, I'm going to invest additionally over the course of the year, and I hope to have some very positive news over the next several months for you. I appreciate everybody's patience. This has obviously taken a lot longer and been a lot harder than any of us imagined a year ago or two years ago. But we're committed, we're working hard. The team is ready and anxious, and we're looking forward to showing what we can do. Thank you, and I appreciate your participation.

Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.