INFORMATION RESOURCE ENGINEERING INC
10-Q, 2000-05-11
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 March 31, 2000

[ ]    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 May 9, 2000
was 6,666,046.



<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I.       FINANCIAL INFORMATION
<S>           <C>                                                                                                           <C>
     Item 1.  Financial Information

              Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999                                          3

              Consolidated Statements of Operations for the three months ended March 31, 2000 and 1999                        4

              Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2000                       5

              Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999                        6

              Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2000 and
                   1999                                                                                                       7

              Notes to Consolidated Financial Statements                                                                      8

     Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                          10

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                                     12

PART II.      OTHER INFORMATION                                                                                              13

     Item 6.  Exhibits and Reports on Form 8-K                                                                               13

SIGNATURES                                                                                                                   13
</TABLE>


                                       2
<PAGE>   3


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                         March 31,               December 31,
                                                                                            2000                     1999
                                                                                    ---------------------    ---------------------
                                                                                        (unaudited)
<S>                                                                                 <C>                      <C>
                                   Assets
                                   ------
Current Assets:
        Cash and cash equivalents                                                     $           22,442       $           19,161
        Short term investments                                                                         -                      501
        Accounts receivable, net of allowance for doubtful accounts
               of $200 and $251                                                                    2,465                    4,405
        Inventories                                                                                2,675                    2,946
        Prepaid expenses                                                                             515                      282
                                                                                    ---------------------    ---------------------
               Total current assets                                                               28,097                   27,295
Equipment and leasehold improvements, net of accumulated
        depreciation of $2,492 and $2,347                                                          1,290                    1,424
Computer software development costs, net of accumulated
        amortization of $1,755 and $1,227                                                          1,611                    2,107
Goodwill, net of accumulated amortization of $503 and $481                                           465                      486
Prepaid license fees and other assets                                                                565                      584
                                                                                    ---------------------    ---------------------
                                                                                      $           32,028       $           31,896
                                                                                    =====================    =====================
             Liabilities and Stockholders' Equity
             ------------------------------------
Current liabilities:
        Accounts payable                                                              $              673       $            1,154
        Accrued expenses                                                                           1,223                    1,634
        Advance payments and deferred revenue                                                      1,158                    1,472
                                                                                    ---------------------    ---------------------
                               Total liabilities                                                   3,054                    4,260
                                                                                    ---------------------    ---------------------
Stockholders' equity:
        Preferred stock, $.01 par value per share.
               Authorized 500,000 shares, none issued and outstanding                                  -                        -
        Common stock, $.01 par value per share.
               Authorized 15,000,000 shares, issued 6,657,696 shares
               in 2000 and 6,541,483 shares in 1999                                                   67                       65
        Additional paid-in capital                                                                47,703                   46,547
        Accumulated deficit                                                                      (17,324)                 (17,681)
        Accumulated other comprehensive income (loss)                                             (1,472)                  (1,295)
                                                                                    ---------------------    ---------------------
                               Net stockholders' equity                                           28,974                   27,636
                                                                                    ---------------------    ---------------------
                                                                                      $           32,028       $           31,896
                                                                                    =====================    =====================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>   4

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              (Unaudited - in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                    ------------------------------------
                                                                                          2000               1999
                                                                                    -----------------   ----------------
<S>                                                                                 <C>                 <C>
Revenues                                                                             $         5,838     $        6,005
Cost of revenues                                                                               1,700              2,270
                                                                                    -----------------   ----------------
        Gross profit                                                                           4,138              3,735
                                                                                    -----------------   ----------------
Research and development expenses                                                              1,828              1,113
Sales and marketing expenses                                                                   1,441              1,822
General and administrative expense                                                               860                573
Amortization of acquired intangible assets                                                        21                 23
Recovery of CyberGuard advance                                                                 (138)                  -
                                                                                    -----------------   ----------------
        Total operating expenses                                                               4,012              3,531
                                                                                    -----------------   ----------------
        Operating income                                                                         126                204
Interest income, net                                                                             231                 20
                                                                                    -----------------   ----------------
        Income before income taxes                                                               357                224
Income tax expense                                                                                 -                 36
                                                                                    -----------------   ----------------
        Net income                                                                   $           357     $          188
                                                                                    =================   ================
Income per common share - basic and diluted
        Basic                                                                        $          0.05     $         0.04
                                                                                    =================   ================
        Diluted                                                                      $          0.05     $        0.03
                                                                                    =================   ================
Weighted average number of common shares outstanding:
        Basic                                                                                  6,611              5,292
        Diluted                                                                                7,343              5,872
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>   5


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                       Three months ended March 31, 2000
                           (Unaudited - in thousands)
<TABLE>
<CAPTION>

                                                                                             Accumulated
                                    Common stock          Additional                            other              Net
                              ------------------------     paid-in       Accumulated        comprehensive     stockholders'
                               Shares        Amount        capital         deficit          income (loss)         equity
                              ----------  ------------  -------------  -----------------  ----------------  ----------------
<S>                           <C>         <C>           <C>            <C>                <C>               <C>
Balance at December 31,
     1999                         6,541    $       65    $    46,547    $       (17,681)   $      (1,295)    $       27,636
Stock options exercised             110             1          1,004                  -                 -             1,005
Stock warrants exercised              7             1            118                                                    119
Net income                            -             -              -                357                 -               357
Foreign currency
     translation adjustment           -             -              -                  -              (177)             (177)
Other                                 -             -             34                  -                 -                34
                              ----------  ------------  -------------  -----------------  ----------------  ----------------
Balance at March 31, 2000         6,658    $       67    $    47,703    $       (17,324)   $       (1,472)   $       28,974
                              ==========  ============  =============  =================  ================  ================
</TABLE>


          See accompanying notes to consolidated financial statements.





                                       5
<PAGE>   6



                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited - in thousands)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                 March 31,
                                                                                    ------------------------------------
                                                                                          2000               1999
                                                                                    -----------------   ----------------
<S>                                                                                 <C>                 <C>
Cash flows from operating activities:
        Net income                                                                   $           357     $          188
        Adjustments to reconcile net income to net cash provided by
               operating activities:
               Depreciation and amortization                                                     698                212
               Amortization of acquired intangible assets                                         21                 23
               Changes in operating assets and liabilities
                     (Increase) decrease in accounts receivable                                1,880                641
                     (Increase) decrease in inventories                                          214                 70
                     (Increase) decrease in prepaid expenses                                    (202)              (355)
                     Increase (decrease) in accounts payable                                    (408)                93
                     Increase (decrease) in accrued expenses                                    (424)              (500)
                     Increase (decrease) in deferred revenues                                   (314)               322
                     Other                                                                        45                 25
                                                                                    -----------------   ----------------
                            Net cash provided by operating activities                          1,867                719
                                                                                    -----------------   ----------------
Cash flows from investing activities:
        Sales of short-term investments                                                          501                  -
        Equipment expenditures                                                                   (36)              (146)
        Additions to computer software development costs                                         (32)              (144)
                                                                                    -----------------   ----------------
                            Net cash provided by (used in) investing activities                  433               (290)
                                                                                    -----------------   ----------------
Cash flows from financing activities:
        Proceeds from exercise of stock options                                                1,005                512
        Proceeds from exercise of stock warrants                                                 119                  -
        Other                                                                                      -                  5
                                                                                    -----------------   ----------------
                            Net cash provided by financing activities                          1,124                517
                                                                                    -----------------   ----------------
Effect of exchange rate changes on cash                                                         (143)              (376)
                                                                                    -----------------   ----------------
Net increase in cash and cash equivalents                                                      3,281                570
Cash and cash equivalents at beginning of period                                              19,161              5,866
                                                                                    -----------------   ----------------
Cash and cash equivalents at end of period                                           $        22,442     $        6,436
                                                                                    =================   ================
Cash paid for:
        Interest expense                                                             $             -     $            -
                                                                                    =================   ================
        Income taxes                                                                 $            57     $            -
                                                                                    =================   ================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>   7


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                           (Unaudited - in thousands)
<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                    ------------------------------------
                                                                                          2000               1999
                                                                                    -----------------   ----------------
<S>                                                                                 <C>                 <C>
Net income                                                                           $           357     $         188
Other comprehensive income (loss):
        Foreign currency translation adjustments                                                (177)              (535)
                                                                                    -----------------   ----------------
Comprehensive income (loss)                                                          $           180     $         (347)
                                                                                    =================   ================
</TABLE>



          See accompanying notes to consolidated financial statements.

                                       7
<PAGE>   8


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1) Basis of Presentation

            The accompanying consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules or
regulations. The interim financial statements are unaudited, but reflect all
adjustments which are, in the opinion of management, necessary to present a fair
statement of results for the interim periods presented. These financial
statements should be read in conjunction with the financial statements and the
notes thereto in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999. The results of operations for the interim period are not
necessarily indicative of results to be expected in future periods.

(2) Inventories

<TABLE>
<CAPTION>
        Inventories consist of the following (in thousands):

                                                                                        As of
                                                                    ----------------------------------------------
                                                                         March 31,               December 31,
                                                                           2000                      1999
                                                                    --------------------     ---------------------
<S>                                                                 <C>                      <C>
        Raw materials                                                $            1,349       $             1,366
        Finished goods                                                            1,326                     1,580
                                                                    --------------------     ---------------------
                Total                                                $            2,675       $             2,946
                                                                    ====================     =====================
</TABLE>

(3) Accrued Expenses

<TABLE>
<CAPTION>
        Accrued expenses consist of the following (in thousands):
                                                                                        As of
                                                                    ----------------------------------------------
                                                                         March 31,               December 31,
                                                                           2000                      1999
                                                                    --------------------     ---------------------
<S>                                                                 <C>                      <C>
        Accrued salaries and commissions                             $              734       $             1,110
        Other                                                                       489                       524
                                                                    --------------------     ---------------------
                Total                                                $            1,223       $             1,634
                                                                    ====================     =====================
</TABLE>

(4) Income Taxes

            The income tax expense for the three months ended March 31, 1999
represents current income taxes for the Company's Swiss subsidiary. During the
three months ended March 31, 2000, income taxes with respect to the current
period earnings were offset by a reduction in the Company's deferred tax
valuation allowance.

(5)  Income Per Common Share

            Basic earning per share ("EPS") is calculated by dividing net income
by the weighted-average number of common shares outstanding for the applicable
period. Diluted EPS is calculated after adjusting the numerator and the
denominator of the basic EPS calculation for the effect of all dilutive
potential common shares outstanding during the period. Information related to
the calculation of basic and diluted EPS is summarized as follows (in
thousands):

                                       8
<PAGE>   9

<TABLE>
<CAPTION>
                                                                                               Three Months
                                                                                              Ended March 31,
                                                                                    ------------------------------------
                                                                                          2000               1999
                                                                                    -----------------   ----------------
<S>                                                                                 <C>                 <C>
Net income                                                                           $           357     $          188
                                                                                    =================   ================
Weighted-average common  shares outstanding - basic                                            6,611              5,292
Effect of dilutive securities-options                                                            732                580
                                                                                    -----------------   ----------------
Adjusted weighted average common shares
        outstanding - diluted                                                                  7,343              5,872
                                                                                    =================   ================
</TABLE>

Segments of the Company and Related Information

            The Company has three reportable segments: products, chips and
software designed and manufactured in the United States for sale to companies
that will embed the Company's products into their products for ultimate sale to
end-users ("Technology Operations"), network security products designed and
manufactured in the United States for direct sales to end-users ("Product
Operations"), and security products designed and manufactured outside the United
States ("European Operations"). The reportable segments are strategic business
units that offer different products. The segments are managed separately because
each segment requires different technology and marketing strategies. The
Technology Operations and Product Operations include some international sales
mainly to South America and Asia. Information presented below is as of and for
the three months ended March 31, 2000 and 1999, respectively (in thousands):

<TABLE>
<CAPTION>
                                                                                   2000
                                           -------------------------------------------------------------------------------------
                                               Technology             Product               European
                                               Operations            Operations            Operations           Consolidated
                                           -------------------   -------------------   -------------------   -------------------
<S>                                        <C>                   <C>                   <C>                   <C>
Revenues from external customers            $           2,671     $           2,386     $             810     $           5,867
Intersegment revenues                                       -                   (24)                   (5)                  (29)
                                           -------------------   -------------------   -------------------   -------------------
                  Consolidated revenues     $           2,671     $           2,362     $             805     $           5,838
                                           ===================   ===================   ===================   ===================
Operating income (loss)                     $              92     $             425     $            (391)    $             126
Income (loss) before income taxes                         201                   538                  (382)                  357
Depreciation and amortization                             484                   197                    38                   719
Segment assets                                         12,407                13,883                 5,738                32,028

                                                                                   1999
                                           -------------------------------------------------------------------------------------
                                               Technology             Product               European
                                               Operations            Operations            Operations           Consolidated
                                           -------------------   -------------------   -------------------   -------------------
Revenues from external customers            $             941     $           1,524     $           3,610     $           6,075
Intersegment revenues                                       -                  (70)                     -                  (70)
                                           -------------------   -------------------   -------------------   -------------------
                  Consolidated revenues     $             941     $           1,454     $           3,610     $           6,005
                                           ===================   ===================   ===================   ===================
Operating income (loss)                     $            (926)    $            (651)    $           1,781     $             204
Income (loss) before income taxes                        (920)                 (642)                1,786                   224
Depreciation and amortization                              54                   143                    38                   235
Segment assets                                          2,542                 7,252                 9,280                19,074

GEOGRAPHIC INFORMATION
                                                            Revenues                               Long-Lived Assets
                                           -----------------------------------------   -----------------------------------------
                                                  2000                  1999                  2000                  1999
                                           -------------------   -------------------   -------------------   -------------------
United States                               $           4,787     $           2,222     $           2,701     $           2,976
Switzerland                                               503                 2,503                   665                   784
Other foreign countries                                   548                 1,280                     -                     -
                                           -------------------   -------------------   -------------------   -------------------
                  Total                     $           5,838     $           6,005     $           3,366     $           3,760
                                           ===================   ===================   ===================   ===================
</TABLE>

                                       9
<PAGE>   10


            In 2000, one commercial client of the Technology operations and one
commercial client of the Product operations accounted for 41% and 26%,
respectively of the Company's consolidated revenues. In 1999, one commercial
client of the European operations accounted for 21% of the Company's
consolidated revenues.

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, achieving technical and product development milestones, the ability
to negotiate favorable strategic agreements with original equipment
manufactures, and other competitive factors leading to a decrease in anticipated
revenues and gross profit margins and product development expenses.

                                    OVERVIEW

            The Company designs, manufactures and markets enterprise network
security technology and systems that enable the deployment of secure Virtual
Private Network ("VPN") solutions over the Internet and other shared public
networks. The Company's technology and products are used in VPN and electronic
commerce applications by financial institutions, government agencies, large
corporations, telecommunication and Internet service providers to secure data
transmissions on private and public computer networks, such as the Internet. The
Company's Swiss subsidiary 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 new product offerings such as its SafeNet products for the
Internet and the SafeNet/Security Center(TM), a high performance workstation,
which automatically manages SafeNet products and the development of integrated
circuits for the original equipment manufacturer market. Management believes
that growth in the market for products that provide secure remote access to
computer networks will require the Company to increase its future investments in
development, sales and marketing activities. These investments will enable the
Company to take advantage of this market opportunity and to achieve long-term
profitability thereby maximizing shareholder value. However, there can be no
assurance that these strategies will be successful.

                                       10
<PAGE>   11


                      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
                                                                                                  Ended March 31,
                                                                                    ---------------------------------------
                                                                                          2000                  1999
                                                                                    -----------------      ----------------
<S>                                                                                 <C>                    <C>
Revenues                                                                                         100 %                 100 %
Cost of revenues                                                                                  29                    38
                                                                                    -----------------      ----------------
        Gross profit                                                                              71                    62
                                                                                    -----------------      ----------------
Research and development expenses                                                                 31                    19
Sales and marketing expenses                                                                      25                    30
General and administrative expenses                                                               15                     9
Amortization of acquired intangible assets                                                         -                     -
Recovery of CyberGuard advance                                                                    (2)                    -
                                                                                    -----------------      ----------------
        Total operating expenses                                                                  69                    58
                                                                                    -----------------      ----------------
        Operating income                                                                           2                     4
Interest income, net                                                                               4                     -
                                                                                    -----------------      ----------------
        Income before income taxes                                                                 6                     4
Income tax expense                                                                                 -                     1
                                                                                    =================      ================
        Net income                                                                                 6 %                   3 %
                                                                                    =================      ================
</TABLE>

            The Company has three reportable segments: products, chips and
software designed and manufactured in the United States for sale to companies
that will embed the Company's products into their products for ultimate sale to
end-users ("Technology Operations"), network security products designed and
manufactured in the United States for direct sales to end-users ("Product
Operations"), and network security products designed and manufactured outside
the United States ("European Operations"). The reportable segments are strategic
business units that offer different products. The segments are managed
separately because each segment requires different technology and marketing
strategies. The Technology Operations and Product Operations include some
international sales mainly to South America and Asia.

Three Months ended March 31, 2000 compared to Three Months ended March 31, 1999

            Revenues decreased 3%, or $167,000, to $5,838,000 for the three
months ended March 31, 2000, from $6,005,000 in 1999. The Technology Operations'
revenues increased $1,730,000 as a result of shipments of a software VPN
product, Safenet/Soft-PK. Revenues from the Product Operations segment increased
$908,000 primarily due to large shipments of Safenet VPN products to the
Internal Revenue Service. The European Operations' revenues decreased $2,805,000
as a result of the completion of a large contract during 1999 and a reduction of
sales to financial institutions in Europe. Revenues from two customers
represented approximately 67% of the Company revenues for the three months ended
March 31, 2000.

            Gross margin increased to 71% for the three months ended March 31,
2000, from 62% in 1999. Margins on sales of software licenses and OEM products
in the Technology Operations segment led the increase with an overall 83% gross
margin compared to a 1999 gross margin of 50% made up of primarily development
project sales. Product Operations' margins increased to 64% on strong sales of
VPN products. The gross profit margin for the European operations decreased to
53% from 70% in 1999 as a result of lower revenues available to recover fixed
costs.

            Research and development expenses increased 64%, or $715,000, to
$1,828,000 for the three months ended March 31, 2000, from $1,113,000 in 1999.
The increase is primarily attributable to increased personnel related costs and
increased outside engineering expenses related to the Company's software and
integrated circuit development projects in the Technology Operations. As a
percentage of revenues, the expenses were 31% and 19% in 2000 and 1999,
respectively.

            Sales and marketing expenses decreased to $1,441,000 for the three
months ended March 31, 2000, from $1,822,000 in 1999 due to a decrease in
personnel and their salaries, commissions, travel and related expenses. As a
percentage of revenues, the expenses were 25% and 30% in 2000 and 1999,
respectively.

                                       11
<PAGE>   12


            General and administrative expenses increased 50%, or $287,000, to
$860,000 for the three months ended March 31, 2000, from $573,000 in 1999. The
increase is primarily due to professional fees incurred to export software
developed in the United States to the European Operations segment and costs
associated with hiring an interim Managing Director in the European Operations
segment. As a percentage of revenues, the expenses were 15% and 9% of revenues
in 2000 and 1999, respectively.

            The 1999 income tax expense of $36,000 was for estimated taxes on
the income of the European Operations that had no income tax liability in 2000.
The Company had no United States income tax benefit in either period. A
valuation allowance for the full amount of the United States net deferred tax
asset has been established since the Company's ability to use the United States
net operating loss is dependent upon future taxable income.

            The Company had net income of $357,000 for the three months ended
March 31, 2000 compared to a net income of $188,000 for the same period in 1999.
The diluted income per common share was $0.05 in 2000 compared to $.03 per
common share in 1999.

                 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. At March 31, 2000, the Company had working capital of $25,043,000
including cash and cash equivalents of $22,442,000.

            For the three months ended March 31, 2000, cash and cash equivalents
increased $3,281,000. Significant sources of cash for the Company in 2000
included $1,867,000 from operating activities and $1,124,000 from the exercise
of stock options and warrants.

                            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.

                         CHANGE IN ACCOUNTING STANDARDS

            In 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities at fair value. Adoption of SFAS No. 133 is required
for the fiscal year 2000 and is not expected to have a material impact on the
Company's financial position or results of operations.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            The Company's major market risk is to fluctuations in foreign
currency exchange rates, principally related to the Swiss Franc. As of March 31,
2000, the Company's investment in its Swiss subsidiary was approximately
$5,129,000. A 10% change in the average Swiss Franc exchange rate for the three
months ended March 31, 2000 would have changed the Company's reported earnings
for the three months by approximately $28,000. A 10% change in the March 31,
2000 Swiss Franc exchange rate would have changed the Company's reported
currency translation adjustment for three months ended March 31, 2000 by
approximately $384,000.

            At March 31, 2000, the Company did not have any interest bearing
obligations. In addition, the Company does not hold any derivative instruments
and does not have any commodity risk.

                                       12
<PAGE>   13

                           PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

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

                  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.



May 10, 2000                /s/ Anthony A. Caputo
                           ----------------------
                           ANTHONY A. CAPUTO
                           Chairman, President and Chief Executive Officer


May 10, 2000                /s/ Carole D. Argo
                           ----------------------
                           CAROLE D. ARGO
                           Senior Vice President and Chief Financial Officer








                                       13

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 2000 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 FOR INFORMATION RESOURCE
ENGINEERING, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> DOLLAR

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<EXCHANGE-RATE>                                   1000
<CASH>                                           22442
<SECURITIES>                                         0
<RECEIVABLES>                                     2665
<ALLOWANCES>                                       200
<INVENTORY>                                       2675
<CURRENT-ASSETS>                                 28097
<PP&E>                                            3782
<DEPRECIATION>                                    2492
<TOTAL-ASSETS>                                   32028
<CURRENT-LIABILITIES>                             3054
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            67
<OTHER-SE>                                       28907
<TOTAL-LIABILITY-AND-EQUITY>                     32028
<SALES>                                           5838
<TOTAL-REVENUES>                                  5838
<CGS>                                             1700
<TOTAL-COSTS>                                     1700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    15
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    357
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                357
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       357
<EPS-BASIC>                                        .05
<EPS-DILUTED>                                      .05


</TABLE>


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