UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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


For the quarterly period ended March 31, 2010


or


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


For the transition period from _____to_____.





Commission File Number: 000-14801





Mikros Systems Corporation


(Exact name of registrant as specified in its charter)





Delaware
14-1598200(State or other jurisdiction

of incorporation or organization)
(I.R.S. Employer

Identification No.)





707 Alexander Road, Building Two, Suite 208, Princeton, New Jersey 08540(Address of principal executive offices)





(609) 987-1513(Registrant’s Telephone Number, Including Area Code)





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). oYes   oNo





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





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
x


(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes   xNo




Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  There were 31,766,753 issued and outstanding shares of the issuer’s common stock, $.01 par value per share, on May 17, 2010.










TABLE OF CONTENTS





PAGE #PART I.
FINANCIAL INFORMATION
1Item 1.
Financial Statements.
1Condensed  Balance Sheets as of  March 31, 2010 (unaudited)  and December 31, 2009
1Condensed Statements Of  Operations for the Three Months Ended  March 31, 2010 and 2009 (unaudited)
3Condensed Statements Of Cash Flows for the Three Months Ended  March 31, 2010 and 2009 (unaudited)
4Notes To The Unaudited Condensed Financial Statements
5Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
12Item 4T.
Controls and Procedures
18PART II.
OTHER INFORMATION
18Item 6.
Exhibits
18SIGNATURES
19










PART I.  FINANCIAL INFORMATION





Item 1. Financial Statements




MIKROS SYSTEMS CORPORATIONCONDENSED BALANCE SHEET(Unaudited)MARCH 31,


DECEMBER 31,2010


2009Current assetsCash and cash equivalents

$
210,525


$
430,133Certificate of deposit, securing line of credit


50,000



50,000Receivables on government contracts


434,280



416,865Other current assets


47,938



42,075Total current assets


742,743



939,073Patents and trademarks


5,383



5,383Less: accumulated amortization


(1,183
)


(1,099
)4,200



4,284Property and equipmentEquipment


29,073



28,175Furniture & fixtures


9,264



9,26438,337



37,439Less:  accumulated depreciation


(21,607
)


(19,900
)Property and equipment, net


16,730



17,539Deferred tax assets


36,973



26,000Total assets

$
800,646


$
986,896See Notes to Unaudited Condensed Financial Statements




1




MIKROS SYSTEMS CORPORATIONCONDENSED BALANCE SHEET(Unaudited)(continued)MARCH 31,


DECEMBER 31,2010


2009Current liabilitiesAccrued payroll and payroll taxes
$
102,824


$
98,864Accounts payable and accrued expenses

146,973



236,783Other current liabilities

4,612



6,154Total current liabilities

254,409



341,801Long-term liabilities

-



-Total liabilities

254,409



341,801Redeemable series C preferred stockpar value $.01 per share, authorized 150,000 shares, issuedand outstanding 5,000 shares (involuntary liquidation value- $80,450)

80,450



80,450Shareholders' equityPreferred stock, series B convertible, par value $.01 per share,authorized 1,200,000 shares, issued and outstanding 1,102,433shares (involuntary liquidation value - $1,102,433)

11,024



11,024Preferred stock, convertible, par value $.01 per share, authorized2,000,000 shares, issued and outstanding 255,000 shares (involuntaryliquidation value - $255,000)

2,550



2,550Preferred stock, series D, par value $.01 per share, authorized 690,000 sharesissued and outstanding (involuntary liquidation value- $1,518,000)

6,900



6,900Common stock, par value $.01 per share, authorized 60,000,000 shares,issued and outstanding 31,766,753 shares

317,668



317,668Capital in excess of par value

11,518,659



11,507,521Accumulated deficit

(11,391,014
)


(11,281,018
)Total shareholders' equity

465,787



564,645Total liabilities and shareholders' equity
$
800,646


$
986,896See Notes to Unaudited Condensed Financial Statements




2




MIKROS SYSTEMS CORPORATIONCONDENSED STATEMENTS OF INCOME(Unaudited)Three Months Ended,March 31,


March 31,2010


2009Contract Revenues

$
562,381


$
507,310Cost of sales


258,219



202,130Gross margin


304,162



305,180ExpensesEngineering


151,571



154,565General and administrative


268,434



173,100Total expenses


420,005



327,665Loss from operations


(115,843
)


(22,485
)Other income:Interest


1,315



3Net loss before income taxes


(114,528
)


(22,482
)Income tax expense (benefit)


(4,532
)


(12,603
)Net loss

$
(109,996
)

$
(9,879
)Basic and diluted earnings per share

$
-


$
-Weighted average number of shares outstanding


31,766,753



31,766,753See Notes to Unaudited Condensed Financial Statements




3




MIKROS SYSTEMS CORPORATIONCONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED)Three Months EndedMarch 31,


March 31,2010


2009Cash flow from operating activities:Net loss

$
(109,996
)

$
(9,879
)Adjustments to reconcile net lossto net cash provided by operating activities:Depreciation and amortization


1,791



768Deferred tax (benefit) expense


(10,973
)


(9,312
)Stock compensation – options


11,138



7,237Net changes in operating assets and liabilitiesDecrease (increase) in investment securities


-



(50,000
)Decrease (increase) in receivables on government contracts


(17,415
)


(55,605
)Decrease (increase) in other current assets


(5,863
)


(42,280
)(Decrease) increase  in accounts payable and accrued expenses


(89,810
)


(29,940
)(Decrease) increase in accrued payroll and payroll taxes


3,960



(86,673
)(Decrease) increase in other current liabilities


(1,542
)


-Net cash (used in) provided by operating activities


(218,710
)


(275,684
)Cash flow from investing activities:Purchase of property and equipment


(898
)


(1,890
)Net cash (used in) provided by investing activities:


(898
)


(1,890
)Net (decrease) increase in cash and cash equivalents


(219,608
)


(277,574
)Cash and cash equivalents, beginning of period


430,133



608,530Cash and cash equivalents, end of period

$
210,525


$
330,956See Notes to Unaudited Condensed Financial Statements




4





MIKROS SYSTEMS CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)








NOTE 1 – Basis of Presentation:





The financial statements included herein have been prepared by Mikros Systems Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.  These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.





Reclassification:  Certain amounts for the prior period have been reclassified to conform to the current presentation.  Management has determined that the $50,000 certificate of deposit acquired in January 2009 was previously included with cash and cash equivalents.  The Company decreased cash from change in investment securities and decreased cash and cash equivalents at end of period in the accompanying unaudited interim condensed statements of cash flows.





In the opinion of the Company’s management, the accompanying unaudited interim condensed financial statements contain all adjustments, consisting solely of those which are of a normal recurring nature, necessary to present fairly its financial position as of March 31, 2010, and the results of its operations and its cash flows for the three months ended March 31, 2010 and 2009.





Interim results are not necessarily indicative of results for the full fiscal year.





NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS





In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05 which provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following methods: (i) a valuation technique that uses a) the quoted market price of the identical liability when trades as an asset or b) quoted prices for similar liabilities or similar liabilities when trades as assets, and/or (ii) a valuation  technique that is consistent with the principles of ASC Topic 820. The new accounting pronouncement also clarifies that when estimating the fair value of a liability, a reporting entity is not required to adjust inputs relating to the existence of transfer restrictions on that liability. The adoption of this standard did not have an impact on the Company’s condensed financial statements.





In June 2009, the FASB provided guidance as codified in ASC Topic 810which amends current practice in determining whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the enterprise that has both the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance, and the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity. The revised guidance requires ongoing reassessments of whether an enterprise is the primary beneficiary and eliminates the quantitative approach previously required for determining the primary beneficiary. The Company does not expect the provisions of the new guidance to have a material effect on its condensed financial statements.




5


MIKROS SYSTEMS CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)


In May 2009, the FASB provided guidance as codified in ASC Topic 855 which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. The guidance sets forth the period after the balance sheet date during which management shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. This guidance was effective for interim and annual periods ending after June 15, 2009. The adoption of this standard did not have an impact on the Company’s condensed financial statements.





In April 2009, the FASB provided guidance as codified in ASC Topic 820 on how to determine when a transaction is not orderly and for estimating fair value when there has been a significant decrease in the volume and level of activity for an asset or liability. The guidance requires disclosure of the inputs and valuation techniques used, as well as any changes in valuation techniques and inputs used during the period to measure fair value in interim and annual periods. In addition, the presentation of the fair value hierarchy is required to be presented by major security type. The provisions set forth in the new guidance were effective for interim periods ending after June 15, 2009. The adoption of the new standard did not have a material impact on the Company’s condensed financial statements.





In December 2007, the FASB provided guidance as codified in ASC 805 related to business combinations. The guidance retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. The objective of this pronouncement is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, the pronouncement establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The Company adopted the guidance on January 1, 2009.  There were no business combinations from January 1, 2009 to date.




6





MIKROS SYSTEMS CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)








NOTE 3 – REVENUE RECOGNITION





The Company is engaged in research and development contracts with the Federal Government to develop certain technology to be utilized by the US Department of Defense. The contracts are cost plus fixed fee contracts and the Company accounts for these contracts within the scope of Chapter 11 of Accounting Research Bulletin No. 43, Government Contracts or Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts using the percentage-of -completion accounting method. Under this method, revenue is recognized based on the extent of progress towards completion of the long term contract.





The Company generally uses a variation of the cost to cost method to measure progress for all long term contracts unless it believes another method more clearly measures progress towards completion of the contract.





Revenues are recognized as costs are incurred and include estimated earned fees, or profit, calculated on the basis of the relationship between costs incurred and total estimated costs at completion.





Unbilled revenue reflects work performed, but not billed at the time, per contractual requirements. As of March 31, 2010 and December 31, 2009, we had no unbilled revenues.  Billings to customers in excess of revenue earned are classified as advanced billings, and shown as a liability.  As of March 31, 2010 and December 31, 2009, we had no advanced billings.




7





MIKROS SYSTEMS CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)








NOTE 4 – REDEEMABLE SERIES C PREFERRED STOCK










NOTE 5 – SHAREHOLDER’S EQUITY





SERIES B CONVERTIBLE PREFERRED STOCK





Each share of Series B Convertible Preferred Stock is convertible into three shares of the Company’s common stock at a price of $.33 per share of common stock to be paid upon conversion and entitles the holder thereof to cast three votes per share on all matters to be voted on by the Company’s shareholders.  Upon any liquidation, dissolution, or winding up of the Company, each holder of Series B Preferred Stock will be entitled to be paid, after all distributions of payments are made upon the Redeemable Series C Preferred Stock and before any payment is made upon the Company’s Convertible Preferred Stock, an amount in cash equal to $1.00 for each share of Series B Preferred Stock held, and such holders will not be entitled to any further payment.





CONVERTIBLE PREFERRED STOCK





Each share of Convertible Preferred Stock is entitled to dividends when, as and if declared by the Board of Directors of the Company and in the event any dividend is payable to holders of the Company’s common stock, each share is entitled to receive a dividend equal to the amount of such common stock dividend multiplied by the number of shares of common stock into which each share of convertible preferred stock may be converted.  Shares of convertible preferred stock can be redeemed in whole but not in part, at the Company’s option for $1.00 per share.  Holders of Convertible Preferred Stock are entitled to cast one vote per share on all maters to be voted on by the Company’s shareholders.  Each share of Convertible Preferred Stock is convertible at any time into one share of common stock at a conversion price of $1.00 per share, subject to adjustment in certain circumstances.  Upon any liquidation, dissolution or winding up of the Company, each holder will be entitled to be paid, after holders of Redeemable Series C Preferred Stock and Series B Preferred Stock have been paid in full, $1.00 per share.





SERIES D PREFERRED STOCK





The Series D Preferred Stock provided for an annual cumulative dividend of $.10 per share and entitles holders to cast one vote per share on all matters to be voted on by the Company’s shareholders.  The shares are not convertible into any other class of stock and are subject to redemption at the Company’s option at any time at a redemption price of $1.00 per share plus all unpaid cumulative dividends.  Upon liquidation, dissolution or winding up of the Company, each holder of Series D Preferred Stock will be entitled to be paid, after all distributions or payments are made upon the Company’s Convertible Preferred Stock, Series B Preferred Stock, and Redeemable Series C Preferred Stock, an amount in cash equal to $1.00 plus all unpaid cumulative dividends for each share of Series D Preferred Stock held by such holder. The holders of Series D Preferred Stock will not be entitled to any further payment.




8




MIKROS SYSTEMS CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)








SERIES D PREFERRED STOCK (Continued)





Effective January 2006, the holders of the shares of Series D Preferred Stock agreed to waive future accumulation of dividends, effective as of January 1, 2006. As of December 31, 2005, there were dividends in arrears on shares of Series D Preferred Stock of $828,000.  Such waiver does not affect dividends accrued through December 31, 2005.  Accordingly, $828,000 of such undeclared dividends in arrears remain outstanding at March 31, 2010 and are included in the liquidation value of $1,518,000.





NOTE 6 – EARNINGS PER SHARE





The Company’s calculation of weighted average shares outstanding for the three months ended March 31, 2010 and 2009 is set forth below:




Three Months EndedMarch 31,


March 31,2010


2009Weighted average basic shares outstanding


31,766,753



31,766,753Assumed conversion of preferred stock


-



-Dilutive effect of options


-



-Weighted average dilutive shares outstanding


31,766,753



31,766,753Earnings per share – diluted

$
-


$
-





For the three months ended March 31, 2010, the following shares of common stock and their effects on income were excluded from the diluted net loss per share calculation because their effect would be anti-dilutive:





·
At March 31, 2010 and 2009, options to purchase 830,149 shares and 440,000 shares of common stock, respectively, at prices ranging from $0.15 to $0.62 per share were excluded from the calculation.





·
At March 31, 2010 and 2009, 3,562,299 shares issuable upon conversion of two series of the Company’s Convertible Preferred Stock (See note 5), representing the weighted average effect of assumed conversion of the two series of preferred stock, were excluded from the calculation.





9





MIKROS SYSTEMS CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)








NOTE 7 – INCOME TAX MATTERS





The Company conducts an on-going analysis to review the deferred tax assets and the related valuation allowance that it has recorded against deferred tax assets, primarily associated with Federal net operating loss carryforwards.  As a result of this analysis and the actual results of operations, the Company has increased its net deferred tax assets by approximately $10,973 and $9,312 during the three months ended March 31, 2010 and 2009, repsectively.





NOTE 8 – SHARE BASED COMPENSATION





During the three months ended March 31, 2010, the Company did not issue any stock options  In accordance with the recognition provisions of  ASC 718, the Company recognized stock-based compensation expense of  $11,138 and $7,237  for the three months ended March 31, 2010 and 2009, respectively.  No tax benefits were recognized related to this stock-based compensation.  In January 2010, there were 281,000 options that expired.  As of March 31, 2010, there were 829,151 and 263,482 of options outstanding and exercisable, respectively.




10





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objectives of management for future operations, are forward-looking statements.  In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation there on or similar terminology or expressions.





These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: changes in business conditions, a decline or redirection of the U.S. Defense budget, the termination of any contracts with the U.S. Government, changes in our sales strategy and product development plans, changes in the marketplace, continued services of our executive management team, our limited marketing experience, competition between us and other companies seeking Small Business Innovative Research (SBIR) grants, competitive pricing pressures, market acceptance of our products under development, delays in the development of products, and statements of assumption underlying any of the foregoing, as well as other factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission.





All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing.  Except as required by law, we assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.




11





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




Mikros Systems Corporation (“Mikros,” the “Company,” “we” or “us”) was incorporated in the State of Delaware in June 1978.  We are an advanced technology company specializing in the research and development of electronic systems technology primarily for military applications.  Classified by the U.S. Department of Defense (DoD) as a small business, our capabilities include technology management, electronic systems engineering and integration, radar systems engineering, combat/command, control, communications, computers and intelligence (C4I) systems engineering, and communications engineering.




Overview




Our primary business focus is to pursue Small Business Innovation Research (SBIR) programs from the U.S. Department of Defense, Department of Homeland Security, and other governmental authorities, and to expand this government funded research and development into products, services, and business areas of the Company.  Since 2002, we have been awarded a number of Phase I, II, and III SBIR contracts.




Revenues from our government contracts represented 100% of our revenues for the three months ended March 31, 2010 and 2009.  We believe that we can utilize the intellectual property developed under our various SBIR awards to develop proprietary products for both the government and commercial marketplace.




Below is a brief description of certain of the material projects we are working on at this time.




Adaptive Diagnostic Electronic Portable Testset (ADEPT®)




Originally designated as the Multiple Function Distributed Test and Analysis Tool (MFDAT), the Adaptive Diagnostic Electronic Portable TestSet (ADEPT®) began as an SBIR investigation in 2002. Additional ADEPT development was completed through a series of SBIR grants and contracts. ADEPT is an automated maintenance workstation designed to significantly reduce the man-hours required to align the AN/SPY-1 Radar System aboard U.S. Navy AEGIS cruisers and destroyers, while optimizing system performance and readiness.  ADEPT represents a new approach to Navy shipboard maintenance, integrating modular instrumentation cards in a rugged enclosure with an onboard computer, input and output devices, networking hardware, removable hard drives, and a touch screen display.  A custom software application provides the user interface and integrates the hardware with a database that stores user information, instrument readings, maintenance requirements, and training aids.  ADEPT is designed to be adapted to other complex shipboard systems, and to provide integrated distance support capabilities for remote diagnostics and troubleshooting by shore-based Navy experts.




Key anticipated benefits of ADEPT include:




•
Distance support capable enabling “expert” remote (shore-based) system support and fleet-wide system analysis;




•
Reduction in the amount of electronic test equipment required for organizational level support; and




•
Modular and programmable to overcome current test equipment obsolescence issues and to support capability enhancements in future systems.




12




The goal for ADEPT has been to obtain a multi-year Indefinite-Delivery, Indefinite-Quantity (IDIQ) contract for production, engineering, and logistics support.  On March 19, 2010, we were awarded and entered into an IDIQ contract with the Naval Surface Warfare Center.  The contract is for a term of five years and provides for the purchase and sale of up to $26 million of ADEPT units and related support.   An initial delivery order for 27 ADEPT units valued at $2,300,000 was awarded on March 22, 2010.  We expect additional delivery orders during the five year term of the contract.  It should be noted that contracting with the Federal Government is a lengthy and complex process and that many factors could materialize that would negatively impact our ability to secure future ADEPT orders.




Wireless Local Area Network Systems




Since June 2004, we have been working with the Office of Naval Research regarding emerging Wireless Local Area Network systems (WLANs) and DoD radar systems to, among other things, evaluate and quantify the potential improvements which may be afforded by selected mitigation techniques.  We continue to perform contracts in connection with this project and are working closely with engineers from the NAWCWD.  The technical objective of this effort is to develop simulation models that can be used to predict the performance of data links in a jamming environment.




Radar Wireless Spectral Efficiency (RWSE)




From May 2006 through June 2009, we were involved in research and development under the SBIR topic entitled RWSE, which is focused on the real world implications of incorporating wireless networks into the aircraft carrier (CVN platform) environment.  The overall technical objective is to facilitate the introduction of commercial wireless communication systems, e.g. Wi-Fi, onto U.S. Navy ships through the:  (i) identification and testing of potential own-ship electromagnetic interference (EMI) issues; (ii) development and testing of viable mitigation technologies to overcome adverse EMI effects; and (iii) development of a CVN Wi-Fi network planning tool to support networking within a highly reconfigurable shipboard environment.  This project was initially for the CVN platform, but is expected to eventually be applicable to other U.S. Navy ships.





Additional Contracts and Recent Developments




In October 2007, we were awarded an SBIR Phase I contract through the U.S. Navy Space and Naval Warfare Systems Command (SPAWAR).  This $100,000 effort, entitled “Small Buoy for Energy Harvesting,” will collaborate in the design and development of a miniaturized, self-powered ocean buoy which can be deployed at sea for extended periods to support various on-board payload packages, such as network communications nodes.  This communication package is designed to allow submarines to communicate with the Battle Group while operating at speed and depth.  This contract was structured as a base effort worth $70,000 and an option worth $30,000.  The option was exercised on October 30, 2008, and we are pursuing an SBIR Phase II follow-on contract with this customer.  If awarded, we could receive $750,000 or more to further develop this technology.




In February 2009, we were awarded a $68,000 production support contract on the Navy’s Next Generation Command and Control Processor (NGC2P) program by Northrop Grumman Corporation.  The NGC2P system is a tactical data link (TDL) communications processor which provides warfighters with critical real-time information during combat operations.  We anticipate future work with Northrop Grumman in areas associated with our expertise in electronic systems development and wireless technologies.




In February 2009, we were awarded a $10,000 subcontract from Gnostech, Inc. of Warminster, Pennsylvania for engineering services in support of Gnostech’s program entitled "GPS Scenario Development and Test Support for both Electronic Protection and Electronic Attack Threat Environment."




13




In April 2009, we were awarded a $22,000 purchase order from Ocean Power Technologies, Inc. (OPT), to support proposal development for the Littoral Expeditionary Autonomous Power Buoy system for the U.S. Navy’s NUWC Keyport Program Office. As a direct result of this effort, in October 2009, OPT was awarded a prime contract for the first year of a proposed four-year program to develop and deploy a Vessel Detection System based on the Littoral Expeditionary Autonomous Power Buoy (LEAP) technology.  In turn, OPT awarded us a $275,000 subcontract for the first year.  The LEAP system is designed for persistent littoral surveillance applications, and combines the OPT PowerBuoy technology with advanced multistatic radar and data fusion capabilities originally developed at the Rutgers University Institute of Marine and Coastal Sciences.  We will provide system architecture, design and integration support for the program.




In May 2009, we were awarded a $45,000 contract by the Navy to continue wireless network design studies for the new CVN-78 aircraft carrier USS Gerald R. Ford.  This program is a follow-on to work we performed in 2008 on network modeling and simulation for the Navy's PMW 750 Carrier Integration group.




In June 2009, we were awarded a $225,000 contract by DRS C3 Systems of Gaithersburg, Maryland to develop interface definitions for distance support applications in the Common Digital Sensor Architecture (CDSA) program. The CDSA Program will provide a common computing platform for above water sensors and will reduce the knowledge and skills required to operate and maintain the sensor systems, as well as improve the quality, quantity, and compatibility of collected field data. This work is an extension of the distance support experience that we gained under Adaptive Diagnostic Electronic Portable Testset (ADEPT) development contracts with the US Navy.




In December 2009, we were awarded a new U.S. Navy contract to develop Network Vulnerability to Electronic Attack (NVEA) analysis and simulation software for the NAWCWD.  The new contract extends support for the network analysis work we started under previous contracts, and is valued at $750,000 over two years. The NVEA development will support emerging Navy requirements for Mission Based Test Design (MBTD).  The Navy hopes to prove that mission-based evaluation will reduce costs and technical risks by introducing operational testing earlier in development programs, and will extend the service life of Naval assets by combining modeling and simulation with laboratory hardware-in-the-loop and a minimum number of operational units.  The NVEA tool will model electronic threats to modern tactical data links, which are an essential component of net-centric warfare (NCW).  NVEA will be implemented as a core library of modeling constructs and analytical functions that will be used in several applications.  Warfare analysts and system engineers will use NVEA to realistically model the effect of jamming on mission performance.  Mission planners will use NVEA to determine staging areas, ISR placement, attack routes, and tactics to minimize the effect of enemy communications jamming.




In April 2010, we were awarded a $250,000 subcontract with a major defense prime contractor to design shipboard wireless networks for a new US Navy communications program.




Key Performance Indicator





As substantially all of our revenue is derived from SBIR contracts with the federal government, our key performance indicator is the dollar volume of contracts awarded to us.  Increases in the number and value of contracts awarded will generally result in increased revenues in future periods and assuming relatively stable variable costs associated with our fulfilling such contracts, increased profits in future periods.  The timing of such awards is uncertain as we sell to federal government agencies where the process of obtaining such awards can be lengthy and at times uncertain.





Competition in the SBIR arena is intense, and we compete against numerous small businesses for SBIR awards.  We believe that the primary competitive factors in obtaining SBIR contracts are technical expertise, prior relevant experience, and cost.  Our history of completing projects in a timely and efficient manner as well as the experience of our management and technical personnel position us well to compete for future SBIR grants.




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Outlook





Our strategy for continued growth is three-fold.  First, we expect to continue expanding our technology base, backlog and revenue by continuing our active participation in the DoD SBIR program and bidding on projects that fall within our areas of expertise.  These areas include electronic systems engineering and integration, radar systems engineering, combat/C4I (Command, Control, Communications, Computers & Intelligence) systems engineering, and communications engineering.  We believe that we can utilize the intellectual property developed under our various SBIR awards to develop proprietary products, such as the ADEPT described above, with broad appeal in both the government and commercial marketplace.  This state-of-the-art test equipment can be used by many commercial and governmental customers such as the FAA, radio and television stations, cell phone stations, and airlines.  Second, we will continue to pursue SBIR projects with the Department of Homeland Security, the U.S. Navy, and other government agencies.  Third, we believe that through our marketing of products such as ADEPT we will develop key relationships with prime defense system contractors.  Our strategy is to develop these relationships into longer-term, key subcontractor roles on future major defense programs awarded to these prime contractors.





In 2010, our primary strategic focus will be to continue to: (i) establish ourselves as a premium provider of research and development and product development services to the defense industry; and (ii) grow our business, generate profits and increase our cash reserves through obtaining additional SBIR contracts and positioning the company to obtain future SBIR contracts.  From an operational prospective, we expect to focus substantial resources on generating purchase orders under the IDIQ contract for ADEPT units.  We intend to capitalize on the Navy modernization program which could result in two or three ADEPT units being placed on each destroyer and cruiser in the U.S. Navy, with the potential to install multiple units on additional U.S. Navy ships and submarines.





Over the longer term, we expect to further develop technology based on existing and additional SBIR contracts and to develop these technologies into products for wide deployment to DoD customers and contractors as well as developing potential commercial applications.  For example, we recently entered into a memorandum of understanding with a global provider of telecommunications equipment and related services pursuant to which we will assist the global provider in marketing its products to the DoD.





Changes to Critical Accounting Policies and Estimates




Our critical accounting policies and estimates are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.   As of March 31, 2010, there have been no changes to such critical accounting policies and estimates.  Certain amounts for the prior period have been reclassified to conform to the current presentation.  Management has determined that the $50,000 certificate of deposit acquired in January 2009 was previously included with cash and cash equivalents.  The Company decreased cash from change in investment securities and decreased cash and cash equivalents at end of period in the accompanying unaudited interim condensed statements of cash flows.




The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America and the requirements of the U.S. Securities and Exchange Commission.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates, including those related to bad debts, recoverability of long-lived assets, income taxes and commitments.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.  The accounting estimates and assumptions discussed in the footnotes to our financial statements included herein are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.




15





Results of Operations





Three Months Ended March 31, 2010 and 2009





We generated revenues of $562,381 during the three months ended March 31, 2010 compared to $507,310 during the three months ended March 31, 2009, an increase of $55,071 or 11%.  The increase was primarily due to the receipt of the IDIQ contract for ADEPT units in March 2010.  We expect revenues to increase in future periods as we obtain task orders under the IDIQ contract.





Cost of revenues consist of direct contract costs such as labor, material, subcontracts, travel, and other direct costs.  Cost of revenues for the three months ended March 31, 2010 were $258,219 compared to $202,130 for the three months ended March 31, 2009, an increase of $56,089 or 28%.  The increase was primarily due to the increase in material costs for the IDIQ contract received in March 2010.





Substantially all of our engineering costs consist of (i) salary, wages and related fringe benefits paid to engineering employees, (ii) rent-related costs, and (iii) consulting fees paid to engineering consultants.  As the nature of these costs benefit the entire organization and all research and development efforts, and their benefit cannot be identified with a specific project or contract, these engineering costs are classified as part of “engineering overhead” and included in operating expenses.  Engineering costs for the three months ended March 31, 2010 were $151,571 compared to $154,565 for the three months ended March 31, 2009, a decrease of $2,994 or 2%.  The decrease was due to decreases in salaries and related payroll expenses.





General and administrative expenses consist primarily of salary, consulting fees paid to bid and proposal consultants and related costs, professional fees, business insurance, corporate taxes, stock registrar and public company related costs, travel, and unallowable expenses.  General and administrative costs for the three months ended March 31, 2010 were $268,434 compared to $173,100 for the three months ended March 31, 2009, an increase of $95,334 or 55%.  The increase was due primarily to higher research and development costs, professional fees, travel and business development expenses incurred in connection with obtaining the IDIQ contract and other new business.




At March 31, 2010, we estimate our annual effective tax rate for 2010 to be (9.8%).  We are recognizing a tax benefit of $4,532 for the quarter ended March 31, 2010 because we expect to realize this benefit during the year.  At March 31, 2010, the difference from the expected federal income tax rate is attributable to state income taxes and the income tax benefit related to the reduction of the valuation allowance offsetting our net deferred tax assets.




We incurred a net loss of $109,996 during the three months ended March 31, 2010 as compared to a net loss of $9,879 during the three months ended March 31, 2009.  The loss was due to a delay in receiving follow-on contracts from the Federal Government.




16





Liquidity and Capital Resources





Since our inception, we have financed our operations through debt, private and public offerings of equity securities, and cash generated by operations.





During the three months ended March 31, 2010, net cash used in operations was $218,710 compared to $275,684 during the three months ended March 31, 2009. The decrease was due primarily to an initial decrease in accounts receivable and the acquisition of the certificate of deposit in January 2009 that was renewed in January 2010.  We had working capital of $488,334 as of March 31, 2010 as compared to working capital of $597,272 at December 31, 2009.





In 2009, we entered into a $50,000 line of credit agreement with Sun National Bank (“Sun”).  The line of credit was available to us for one year.  In January 2010, the credit agreement was amended and extended for one year.  The line of credit is secured by a $50,000 Certificate of Deposit with Sun.





We believe our available cash resources and expected cash flows from operations will be sufficient to fund operations for the next twelve months.  We do not expect to incur any material capital expenditures during the next twelve months.





In order to pursue strategic opportunities, obtain additional SBIR contracts, or acquire strategic assets or businesses, we may need to obtain additional financing or seek strategic alliances or other partnership agreements with other entities.  In order to raise any such financing, we anticipate considering the sale of additional debt or equity securities under appropriate market conditions.  There can be no assurance, assuming we successfully raise additional funds or enter into business alliances, that any such transaction will achieve profitability or generate positive cash flow.





Contractual Obligations





We lease our engineering office in Fort Washington, Pennsylvania pursuant to a five-year lease which continues through November 30, 2010.  Our current monthly lease payment is $5,757, and is subject to an annual increase.





In February 2010, we renewed the lease for our facility in Largo, Florida which will support production of our ADEPT product line, including quality assurance, field support, and life cycle management.  The lease agreement runs through February 2011 for a total cost of $8,162 per year.




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Off-Balance Sheet Arrangements





As of March 31, 2010, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.  As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.





Item 4T.  Controls and Procedures.





An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) was carried out by us under the supervision and with the participation of our president, who serves as our principal executive officer and principal financial officer.  Based upon that evaluation, our president concluded that as of March 31, 2010, our disclosure controls and procedures were effective to ensure (i) that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) that such information is accumulated and communicated to management, including our president, in order to allow timely decisions regarding required disclosure.





There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)) that occurred during the fiscal quarter ended March 31, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








PART II.  OTHER INFORMATION





Item 6.   Exhibits





No.
Description31.1
Certification of principal executive officer and principal financial officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.





32.1
Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.





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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.





MIKROS SYSTEMS CORPORATIONMay 17, 2010
By:
/s/ Thomas J. MeaneyThomas J. Meaney

President (Principal Executive Officer and

Principal Financial Officer)