INFORMATION RESOURCE ENGINEERING INC
10-Q, 1997-08-14
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended June 30, 1997

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


                         Commission File Number 0-20634
                     INFORMATION RESOURCE ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

                             -------------------


<TABLE>
<S>                                                                   <C>
            Delaware                                                              52-1287752
            --------                                                              ----------
(State or other jurisdiction of                                       (IRS Employer Identification No.)
 incorporation or organization)
</TABLE>

                 8029 Corporate Drive, Baltimore, Md. 21236
                 ------------------------------------------
                  (Address of principal executive offices)

                               (410) 931-7500
                               --------------
                      (Registrant's  telephone number)




Indicate by a check mark whether the issuer (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 twelve 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 X  No 
                                              ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's Common Stock as of August 11,
1997 was 5,462,727.
<PAGE>   2
                     INFORMATION RESOURCE ENGINEERING, INC.
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                <C>                                                                               <C>
PART I.            FINANCIAL INFORMATION

  Item 1.          FINANCIAL INFORMATION


                   Consolidated Balance Sheets as of December 31, 1996 and June 30,                   3
                   1997

                   Consolidated Statements of Operations for the three months and
                   six months ended June 30, 1996 and 1997                                            4

                   Consolidated Statements of Stockholders' Equity for the six
                   months ended June 30, 1996 and 1997                                                5

                   Consolidated Statements of Cash Flows for the six months ended
                   June 30, 1996 and 1997                                                             6

                   Notes to Consolidated Financial Statements                                         7

   Item 2.         Management's Discussion and Analysis of Financial Condition and                    8
                   Results of Operations

PART II.           OTHER INFORMATION                                                                 11

   Item 6.         Exhibits and Reports on Form 8-K

SIGNATURES                                                                                           11
</TABLE>





                                       2
<PAGE>   3
                    INFORMATION RESOURCE ENGINEERING, INC.
                               AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                          December 31,        June 30,
                                                                                              1996              1997   
                                                                                        -----------------   ------------
                                        Assets                                               (Note)          Unaudited    
                                        ------                                              
<S>                                                                                  <C>                <C>
Current assets:

    Cash and cash equivalents                                                           $11,916,991        $ 2,279,997

    Short-term investments                                                                2,311,980          7,520,589

    Accounts receivable                                                                   1,564,381          3,417,119

    Inventories                                                                           3,543,995          3,598,084

    Prepaid expenses                                                                        101,843            269,232
                                                                                        -----------        -----------
             Total current assets                                                        19,439,190         17,085,021

Equipment and leasehold improvements, net of accumulated
     depreciation of $847,747 and $1,085,777                                              1,842,725          1,728,542

Computer software development costs, net of accumulated
     amortization of $336,525 and $467,932                                                1,142,352          1,273,003

Goodwill, net of accumulated amortization of $142,662 and $203,824                        1,080,568          1,019,406

Prepaid license fee                                                                       1,000,000            992,500

Other assets                                                                                148,406            117,961
                                                                                        -----------        -----------
                                                                                        $24,653,241        $22,216,433 
                                                                                        ===========        ===========

                         Liabilities and Stockholders' Equity
                         ------------------------------------

Current liabilities:

    Current maturities of long-term debt                                                $    18,480        $    19,322

    Accounts payable                                                                      1,288,929          1,313,327

    Accrued expenses                                                                      1,317,389          1,407,307

    Deferred revenue on maintenance contracts                                               150,498            189,788 
                                                                                        -----------        -----------
             Total current liabilities                                                    2,775,296          2,929,744

Long-term debt, less current maturities                                                      16,710              6,833 
                                                                                        -----------        -----------

             Total liabilities                                                            2,792,006          2,936,577 
                                                                                        -----------        -----------

Stockholders' equity:

    Preferred stock, $.01 par value per share.
      Authorized 500,000 shares, issued and outstanding, none                               --                 --

    Common stock, $.01 par value per share.
      Authorized 15,000,000 shares, issued and outstanding 5,458,127
      shares in 1996 and 5,462,127 in 1997                                                   54,581             54,621

    Additional paid-in capital                                                           30,917,584         30,928,503

    Deficit                                                                              (8,597,003)       (10,939,151)

    Cumulative foreign currency adjustment                                                 (513,927)          (764,117)
                                                                                        -----------        -----------

             Net stockholders' equity                                                    21,861,235         19,279,856 
                                                                                        -----------        -----------
                                                                                        $24,653,241        $22,216,433
                                                                                        ===========        =========== 
</TABLE>
        Note: The balance sheet at December 31, 1996 has been derived
              from the audited financial statements at that date.
         See accompanying notes to consolidated financial statements.





                                       3
<PAGE>   4
                   INFORMATION RESOURCE ENGINEERING, INC.
                               AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                                                Three Months Ended                 Six Months Ended
                                                                      June 30,                         June 30,
                                                       ---------------------------------     ----------------------------
                                                                1996           1997               1996             1997
                                                                ----           ----               ----             ----
  <S>                                                  <C>                <C>                <C>              <C>
  Revenues                                                  $5,071,583    $ 3,736,613        $8,396,235       $6,886,729

  Cost of revenues                                           2,848,000      1,589,850         4,809,013        3,051,041 
                                                            -----------   ------------      ------------     ------------
       Gross profit                                          2,223,583      2,146,763         3,587,222        3,835,688

  Operating expenses

       Research and development expenses                       869,120        957,773         1,784,759        1,894,328

       Sales and marketing expenses                            996,952      1,633,898         1,845,923        3,283,110 

       General and administrative expenses                     632,087        579,245         1,070,339        1,215,012

       Amortization of acquired intangible assets              183,163         30,581           366,324           61,162 
                                                            -----------   ------------      ------------     ------------
                                                             2,681,322      3,201,497         5,067,345        6,453,612
                                                            -----------   ------------      ------------     ------------

       Operating loss                                         (457,739)    (1,054,734)       (1,480,123)      (2,617,924)

  Interest income, net                                         231,996        136,731           330,934          275,776 
                                                            -----------   ------------      ------------     ------------
       Loss before income taxes                               (225,743)      (918,003)       (1,149,189)      (2,342,148)

  Income taxes                                                --             --                    --               --
                                                            -----------   ------------      ------------     ------------
       Net loss                                             $ (225,743)   $  (918,003)      $(1,149,189)     $(2,342,148)
                                                            ===========   ============      ============     ============
       Loss per common share                                $     (.04)   $      (.17)      $      (.22)     $      (.43)
                                                            ===========   ============      ============     ============
  Weighted average number of shares outstanding              5,417,329      5,461,949         5,164,362        5,460,595 
                                                            ===========   ============      ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements





                                       4
<PAGE>   5
                    INFORMATION RESOURCE ENGINEERING, INC.
                               AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                          
                                     Common stock         Additional                       Cumulative            Net      
                                     ------------           paid-in                     foreign currency     stockholders'
                                  Shares       Amount       capital         Deficit        adjustment           equity
                                  ------       ------       -------         -------        ----------           ------
<S>                              <C>          <C>         <C>            <C>             <C>                 <C>
Six Months Ended June 30, 1996

Balance at beginning
    of period                    4,244,829    $42,448     $  9,712,777   $(1,512,453)    $   (26,310)        $  8,216,462

Sale of common stock,
   net of offering
   expenses                      1,172,500     11,725       21,036,276         --               --             21,048,001

Net loss                             --          --              --       (1,149,189)           --             (1,149,189)
                                                     
Foreign currency                                                                                             
   translation                                       
   adjustment                        --          --              --             --           (256,795)           (256,795)
                                 ---------    -------      -----------    ------------    ------------        ------------
Balance at end of
   period                        5,417,329    $54,173      $30,749,053    $(2,661,642)    $  (283,105)        $27,858,479
                                 =========    =======      ===========    ============    ============        ============
</TABLE>



<TABLE>
<CAPTION>
                                                                                                                 
                                      Common stock          Additional                       Cumulative           Net      
                                      ------------           paid-in                     foreign currency    stockholders'
                                  Shares       Amount        capital         Deficit        adjustment          equity
                                  ------       ------        -------         -------        ----------          ------
<S>                              <C>          <C>         <C>            <C>             <C>                 <C>
Six Months Ended June 30, 1997              

Balance at beginning                        
   of period                     5,458,127    $54,581      $30,917,584    $(8,597,003)    $  (513,927)         $21,861,235

Stock options                               
   exercised                         4,000         40           10,919          --             --                  10,959

Net loss                             --         --               --        (2,342,148)         --              (2,342,148)
                                                    
Foreign currency                                                                                                       
   translation                                      
   adjustment                        --         --               --              --          (250,190)           (250,190)
                                 ---------    -------      -----------    ------------    ------------        ------------
Balance at end of                           
   period                        5,462,127    $54,621      $30,928,503    $(10,939,151)   $  (764,117)         $19,279,856
                                 =========    =======      ===========    ============    ============        ============
</TABLE>

          See accompanying notes to consolidated financial statements





                                       5
<PAGE>   6
                    INFORMATION RESOURCE ENGINEERING, INC.
                               AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1997
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       1996             1997
                                                                                       ----             ----
<S>                                                                                <C>              <C>
Cash flows from operating activities:
    Net loss                                                                        $(1,149,189)     $(2,342,148)
    Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation of equipment                                                          190,404          261,949
     Amortization                                                                        80,479          138,907
     Amortization of acquired intangible assets                                         366,324           61,162
     Changes in operating assets and liabilities
             Increase in accounts receivable                                           (596,151)      (1,912,032)
             Increase in inventories                                                   (327,157)        (175,974)
             Increase in prepaid expenses                                              (103,128)        (167,722)
             Increase in accounts payable                                             1,300,646           70,626
             Increase (decrease) in accrued expenses                                   (196,091)         139,443
             Increase (decrease) in deferred revenue on maintenance                     (28,945)          39,290
             contracts
             Other                                                                       26,942           30,445
                                                                                    -----------      -----------
              Net cash used in operating activities                                    (435,866)      (3,856,054)
                                                                                    -----------      -----------
 Cash flows from investing activities:
    Purchase of short-term investments                                                   --           (6,511,609)
    Sales of short-term investments                                                      --            1,303,000
    Equipment expenditures                                                             (245,718)        (162,532)
    Additions to computer software development costs                                   (219,984)        (262,058)
                                                                                    -----------      -----------
              Net cash used in investing activities                                    (465,702)      (5,633,199)
                                                                                    -----------      -----------
 Cash flows from financing activities:
    Payments of notes payable                                                        (4,053,416)          --
    Proceeds from sale of common stock, net of offering expense                      21,048,001           10,959
    Payments of long-term debt                                                          (34,205)          (9,035)
                                                                                    -----------      -----------
              Net cash provided by financing activities                              16,960,380            1,924
                                                                                    -----------      -----------
 Effect of exchange rate changes on cash                                                (41,972)        (149,665)
                                                                                    -----------      -----------

 Net increase (decrease) in cash and cash equivalents                                16,016,840       (9,636,994)

 Cash and cash equivalents at beginning of period                                     2,656,494       11,916,991
                                                                                    -----------      -----------
 Cash and cash equivalents at end of period                                         $18,673,334      $ 2,279,997
                                                                                    ===========      ===========
 Cash paid for

    Interest expense                                                                $   147,042      $     1,619
                                                                                    ===========      ===========
    Income taxes                                                                    $    --          $    --
                                                                                    ===========      ===========
</TABLE>


          See accompanying notes to consolidated financial statements
                                       




                                       6
<PAGE>   7
                    INFORMATION RESOURCE ENGINEERING, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                                 (UNAUDITED)
(1) Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
reporting and instructions to Form 10-Q.  Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation have been included.

Certain amounts in the 1996 financial statements have been reclassified to
conform to the 1997 presentation.

(2) Revenues

One commercial client accounted for 13% of revenues in the six month period
ended June 30, 1997.  A second commercial client accounted for 45% of revenues
in the six month period ended June 30, 1996.

Revenues from foreign clients were 34% and 46% in the six month periods ended
June 30, 1996 and 1997, respectively. The majority of these revenues were
derived from sales to unaffiliated customers of the Company by its Swiss
subsidiary.

(3) Inventories

Inventories consists of the following at June 30, 1997:

<TABLE>
       <S>                                                   <C>
        Raw materials                                        $1,512,905
        Finished goods                                        2,085,179
                                                             ----------
                Total                                        $3,598,084
                                                             ==========
</TABLE>

(4) Accrued Expenses

Accrued expenses consists of the following at June 30, 1997:

<TABLE>
                   <S>                                       <C>
                   Accrued salaries and commissions          $   834,276
                   Other                                         573,031
                                                             -----------
                                               Total         $ 1,407,307
                                                             =========== 
</TABLE>

(5) Income Taxes

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized.  The ultimate realization of the deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which temporary differences become deductible and net operating
losses are allowable.  Based on consideration of the above factors, management
determined an increase in the valuation allowance of $203,000 and $871,000 was
required at June 30, 1996 and 1997, respectively.  This is an increase of
$37,000 and $395,000 for the three months ended June 30, 1996 and 1997,
respectively.  The cumulative valuation allowance at June 30, 1997 was
$2,815,000.

(6) Loss per Common Share

The loss per common share for the three month and six month periods ended June
30, 1996 and 1997 was computed by dividing the net loss by the weighted average
number of shares of common stock outstanding during each period and common
stock equivalents, to the extent they result in additional per share dilution,
arising from the assumed exercise of outstanding stock options and warrants
under the treasury stock method.





                                       7
<PAGE>   8
                    INFORMATION RESOURCE ENGINEERING, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                           (UNAUDITED) (Continued)

(6) Continued

Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings Per
Share, was issued in February 1997 and, effective for financial statements
issued for periods ending after December 15, 1997, establishes standards for
computing and presenting earnings per share ("EPS").  SFAS No. 128 replaces the
presentation of primary EPS with a presentation of basic EPS.  It also requires
dual presentation of basic and diluted EPS on the face of the consolidated
statement of operations and requires reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation.  Earlier application is not permitted, however,
adoption will not have a material effect on EPS.


          ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS

   Except for historical information contained herein, the statements in this
Item are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecasted results. Those risks include, among others, risks
associated with the receipt and timing of future customer orders, price
pressures and other competitive factors leading to a decrease in anticipated
revenues and gross profit margins.

Overview

   The Company designs, manufactures and markets enterprise network security
solutions using encryption technology. The Company's products are used in
electronic commerce applications by financial institutions, government agencies
and large corporations to secure data transmissions on private and public
computer networks, such as the Internet. In order to expand its product
offerings, the Company acquired GRETACODER Data Systems AG ("GDS") in October
1995. GDS designs, manufactures and markets cryptographic equipment primarily
in Switzerland and Europe.

   The Company's historical operating results have been dependent on a variety
of factors including, but not limited to, the length of the sales cycle, the
timing of orders from and shipments to clients, product development expenses
and the timing of development and introduction of new products. The Company's
expense levels are based, in part, on expectations of future revenues. The size
and timing of the Company's historical revenues have varied substantially from
quarter to quarter and year to year. Accordingly, the results of a particular
period, or period to period comparisons of recorded sales and profits may not
be indicative of future operating results.

   While Management is committed to the long-term profitability of the Company,
the recent growth of the computer security industry has made it important that
market share be obtained. The Company has undertaken various strategies in
order to increase its revenues and improve its future operating results,
including the GDS acquisition and new product offerings such as its
SafeNet/Enterprise(TM) products for the Internet and the SafeNet/Security
Center(TM), a high performance workstation which automatically manages
SafeNet/Enterprise(TM) products. Management believes that growth in the market
for products that provide secure remote access to computer networks requires
the Company to increase its investment in development, sales and marketing
activities to allow the Company to take advantage of this market opportunity
and to achieve long-term profitability thereby maximizing shareholder value.
Accordingly, the Company incurred additional personnel costs associated with
expansion of its sales, marketing and engineering staff in 1996 and 1997.
However, there can be no assurance that these strategies will be successful.





                                       8
<PAGE>   9
          ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations of the Company

         The following table sets forth certain Consolidated Statement of
Operations data of the Company as a percentage of revenues for the periods
indicated.

<TABLE>
<CAPTION>
                                                          Three Months          Six Months Ended
                                                          Ended June 30,            June 30,
                                                        -----------------      -----------------
                                                          1996      1997         1996     1997
                                                        ------    ------       ------    -----
 <S>                                                      <C>      <C>          <C>       <C>
 Revenues                                                 100%     100%         100%      100%  
 Cost of revenues                                          56       43           57        44
                                                          ---      ---          ---       ---
   Gross profit                                            44       57           43        56
 Operating expenses                                   
   Research and development                                17       25           21        27
   Sales and marketing expenses                            20       44           22        48
   General and administrative expenses                     12       15           13        18
   Amortization of acquired intangible assets               4        1            5         1
                                                          ---     ----         ----      ----
                                                           53       85           61        94
                                                          ---      ---          ---       ---
   Operating loss                                          (9)     (28)         (18)      (38)
 Interest income, net                                       5        3            4         4
                                                          ---      ---          ---       ---
   Loss before income taxes                                (4)     (25)         (14)      (34)
 Income taxes                                              --       --           --        --
                                                          ---      ---          ---       ---
 Net loss                                                  (4)%    (25)%        (14)%     (34)% 
                                                           ==       ==           ==        ==    
</TABLE>

Six Months ended June 30, 1997 Compared to Six Months ended June 30, 1996

         Revenues decreased 18% or $1,509,506 to $6,886,729 for the six months
ended June 30, 1997, from $8,396,235 for the same period in 1996. However, the
Company had a 19% increase in revenues during the second quarter of 1997 when
compared to the revenues of $3,150,116 for the first quarter of 1997. During
1997 the Company was able to generate revenues from new and existing clients
that partially offset the loss of revenue due to the termination of the product
agreement with MCI Telecommunications Corporation ("MCI"). Revenues from MCI
were $3,795,000 in 1996. While the Swiss franc revenues of GDS decreased 8%
(equivalent to $212,000), the exchange rate decline resulted in an additional
period to period decrease in revenues of $361,000.

         Cost of revenues decreased to 44% for the six months ended June 30,
1997 compared to 57% for the same period in 1996. The 1996 cost of revenues
included $236,000 for amortization of a purchase accounting adjustment to the
carrying value of GDS inventory.  Without this charge, the cost of revenues was
54% in 1996. During 1996, the Company realized a lower gross profit on the
SafeNet dial access products sold to MCI.  SafeNet/Trusted Services
("Services"), a provider of virtual private network security management,
started generating revenue in 1997. On a pro forma basis with Services revenues
and cost of revenues removed, cost of revenues was 41% for the period. It is
anticipated that the gross margin will continue to improve in subsequent
periods due to the development of new products, changes in product sales mix,
improved sales and marketing activities and by increases in the net service
margins generated by Services.

         Sales and marketing expenses increased by 78% or $1,437,187 to
$3,283,110 compared to $1,845,923 for the same period in 1996. The increase is
primarily related to increased personnel related costs associated with the
expansion of the sales and marketing staffs ($890,000) and with the increased
sales and marketing activities ($501,000).

         General and administrative expenses increased by 14% or $144,673 to
$1,215,012 compared to $1,070,339 for the same period in 1996. The increase was
primarily related to increased use of professional services for general
corporate purposes ($98,000).

         In the fourth quarter of 1996, the Company took a one-time charge
related to the write-off of the unamortized acquired intangible assets from the
acquisition of Connective Strategies, Inc. As a result, the amortization of
acquired intangible assets has now been reduced by $305,000.

         The Company had no income tax benefit in either period. A valuation
allowance has been established since the Company's ability to use the net
operating loss is dependent upon future taxable income.





                                       9
<PAGE>   10
          ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS (Continued)

         The Company had a net loss of $2,342,148 for the six month ended June
30, 1997 compared to a net loss of $1,149,189 for the same period in 1996. The
loss per common share was $.43 in 1997 compared to $.22 in 1996.

Three Months ended June 30, 1997 Compared to Three Months ended June 30, 1996

         Revenues decreased 26% or $1,334,970 to $3,736,613 for the three
months ended June 30, 1997, from $5,071,583 for the same period in 1996.
However, the Company had a 19% increase in revenues during the second quarter
of 1997 when compared to the $3,150,116 of revenues for the first quarter of
1997. During 1997 the Company was able to generate revenues from new and
existing clients that partially offset the loss of revenue due to the
termination of the product agreement with MCI. Revenues from MCI were
$2,399,000 in 1996. While the Swiss franc revenues of GDS decreased 14%
(equivalent to $218,000), the exchange rate decline resulted in an additional
period to period decrease in revenues of $175,000.

         Cost of revenues decreased to 43% for the three months ended June 30,
1997 compared to 56% for the same period in 1996.  During 1996, the Company
realized a lower gross profit on the SafeNet dial access products sold to MCI.
On a pro forma basis with Services revenues and cost of revenues removed, cost
of revenues was 39% for the quarter.

         Sales and marketing expenses increased by 64% or $636,946 to
$1,633,898 compared to $996,952 for the same period in 1996.  The increase is
primarily related to increased personnel related costs associated with the
expansion of the sales and marketing staffs ($463,000) and with the increased
sales and marketing activities ($157,000).

         As previously explained, the quarterly amortization of acquired
intangible assets has now been reduced by $152,500.

         The Company had no income tax benefit in either period. A valuation
allowance has been established since the Company's ability to use the net
operating loss is dependent upon future taxable income.

         The Company had a net loss of $918,003 for the three month ended June
30, 1997 compared to a net loss of $225,743 for the same period in 1996. The
loss per common share was $.17 in 1997 compared to $.04 in 1996.

         This net loss is an improvement of 35% or $506,142 from the net loss
of $1,424,145 for the three months ended March 31, 1997. Increased revenues
combined with an improved gross margin and tight control of operating expenses
contributed to the lower loss. Total operating expenses were $3,201,497 for the
three months ended June 30, 1997 compared to $3,252,115 for the three months
ended March 31, 1997.

Liquidity and Financial Position of the Company

         The Company believes that its current cash resources, together with
cash flows from operations, will be sufficient to meet its needs for the next
year. As of June 30, 1997, the Company had cash, short-term investments and
accounts receivable totaling $13,218,000 and a backlog of $3,231,000.

         Significant uses of the Company's cash balances during the first six
months of 1997 included the purchase net of sales of short-term investments
($5,209,000) and the funding of operating activities ($3,856,000). Accounts
receivable increased by $1,912,000 due to a large volume of shipments in the
last month of the period.

         In August 1996, the Company signed a Joint Development and Marketing
Agreement with CyberGuard Corporation ("CyberGuard").  The companies have
developed and are marketing a product that combines the Company's
SafeNet/Enterprise products and CyberGuard's Firewall product. In connection
therewith, the Company has prepaid a refundable $1.0 million license fee to
CyberGuard which it believes will be recovered through purchases of Firewall
products.

         During 1996, the Company experienced a significant increase in its
finished goods inventory as a result of the cancellation of the MCI contract.
These Internet security products were produced in anticipation of being shipped
to MCI. While the Company believes that it will sell these products during
1997, there can be no assurance that they will be sold during the period.





                                       10
<PAGE>   11
          ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS (Continued)

Inflation and Seasonality

         The Company does not believe that inflation will significantly impact
its business, The Company does not believe its business is seasonal, however,
because the Company recognizes revenues upon shipment of finished products,
such recognition may be irregular and uneven, thereby disparately impacting
quarterly operating results and balance sheet comparisons.



                          Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits required by Item 601 of Regulation S-B.

             11   Statement re computation of per share earnings

             27   Financial Data Schedule

         (b) Reports on Form 8-K: None

                                   SIGNATURES

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

                       INFORMATION RESOURCE ENGINEERING, INC.
                       
August 14, 1997        
                              By:/s/Anthony A. Caputo
                                 --------------------
                              ANTHONY A. CAPUTO,
                              Chairman, President and Chief Executive Officer
                       
August 14, 1997        
                              By:/s/Richard G. Tennant
                                 ---------------------
                              RICHARD G. TENNANT,
                                Senior Vice President,
                                Chief Financial Officer




                                       11

<PAGE>   1
                                                                      Exhibit 11

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES
                       COMPUTATION OF PER SHARE EARNINGS



<TABLE>
<CAPTION>
                                                                      Three Months Ended               Six Months Ended
                                                                           June 30,                         June 30,
                                                              -----------------------------------------------------------------
                                                                     1996            1997             1996             1997
                                                                     ----            ----             ----             ----
  Primary
  -------
  <S>                                                         <C>               <C>              <C>             <C>
  Net loss                                                       $  (225,743)   $  (918,003)     $(1,149,189)    $(2,342,148)
                                                                  ==========     ==========       ==========      ==========
  Average common shares outstanding                                5,417,329      5,461,949        5,164,362       5,460,595
                                                                                                                  
  Dilutive effect of stock options and warrants                      --             --               --              --     
                                                                  ----------     ----------       ----------      ----------
  Weighted average number of common shares outstanding             5,417,329      5,461,949        5,164,362       5,460,595
                                                                  ==========     ==========       ==========      ==========
                                                                                                                  
  Loss per common share                                          $     (.04)    $      (.17)     $      (.22)    $      (.43)
                                                                  ==========     ==========       ==========      ==========
  Assuming full dilution                                                                                          
  ----------------------                                                                                          
  Net loss                                                       $  (225,743)   $  (918,003)     $(1,149,189)    $(2,342,148)
                                                                  ==========     ==========       ==========      ==========
  Weighted average number of common shares outstanding             5,417,329      5,461,949        5,164,362       5,460,595
                                                                                                                  
  Additional dilutive effect of stock options and warrants           --             --               --              --     
                                                                  ----------     ----------       ----------      ----------
  Weighted average number of common shares outstanding             5,471,329      5,461,949        5,164,362       5,460,595
                                                                  ==========     ==========       ==========      ==========
  Loss per common share assuming full dilution                   $     (.04)    $      (.17)     $      (.22)    $      (.43)
                                                                  ==========     ==========       ==========      ==========
</TABLE>





                                       12

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT JUNE 30, 1997 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 FOR INFORMATION RESOURCE
ENGINEERING, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       2,279,997
<SECURITIES>                                 7,520,589
<RECEIVABLES>                                3,417,119
<ALLOWANCES>                                         0
<INVENTORY>                                  3,598,084
<CURRENT-ASSETS>                            17,085,021
<PP&E>                                       2,814,319
<DEPRECIATION>                               1,085,777
<TOTAL-ASSETS>                              22,216,433
<CURRENT-LIABILITIES>                        2,929,744
<BONDS>                                          6,833
                                0
                                          0
<COMMON>                                        54,621
<OTHER-SE>                                  19,225,235
<TOTAL-LIABILITY-AND-EQUITY>                22,216,433
<SALES>                                      6,886,729
<TOTAL-REVENUES>                             6,886,729
<CGS>                                        3,051,041
<TOTAL-COSTS>                                3,051,041
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              10,301
<INCOME-PRETAX>                            (2,342,148)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,342,148)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,342,148)
<EPS-PRIMARY>                                    (.43)
<EPS-DILUTED>                                    (.43)
        

</TABLE>


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