UNITED STATES

SECURITIESANDEXCHANGECOMMISSION

Washington,D.C. 20549

 

QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

ForthequarterlyperiodendedMarch 31, 2018

or

☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

Forthetransitionperiodfrom_____to_____.

QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

Forthequarterlyperiodended March 31, 2017

or

TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

Forthetransitionperiodfrom_____to_____.

 

Commission File Number: 000-14801

 

Mikros Systems Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

Delaware  

14-1598200

 (State(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

707AlexanderRoad,BuildingTwo,Suite208, Princeton,NewJersey08540

(Address of Principal Executive Offices)

 

707AlexanderRoad,BuildingTwo,Suite208, Princeton,NewJersey08540

(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. ☒Yes    ☐No☒ Yes    ☐ No

 

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). ☒Yes    ☐No☒ Yes    ☐ No

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company   

      

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

 

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

Yes ☒No☒ No

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: There were 35,494,77535,568,775 issued and outstanding shares of the issuer’s common stock, $.01 par value per share, on May 11, 2017.2018.

 

 

 

 

TABLE OF CONTENTS

 

PAGE #

PARTI.FINANCIALINFORMATION 

Item 1.Financial StatementsStatements. 
   
   

Condensed Balance Sheets as of March 31, 20172018 (unaudited) and December 31, 2016 (unaudited)2017

1
   

Condensed Statements of Operations and Comprehensive Income for the Three MonthsEndedMonths Ended March 31, 2018 and 2017 and 2016 (unaudited)2
   

Condensed Statement of Stockholders’Shareholder's Equity for the Three Months Ended March 31, 2017(unaudited)  2018 (unaudited)

3

  

Condensed Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 and 2016(unaudited) (unaudited)

4

  

Notes to Condensed Financial Statements (unaudited)

5
   

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations     Operations.

9

   

Item 4.

Controls and Procedures     Procedures.

13

14

   
PARTII.OTHERINFORMATION 
   

Item 2.

Unregistered Sales of Equity Securities and Use of ProceedsProceeds.

14

15

   

Item 6.

Exhibits

Exhibits.

14

15

   
SIGNATURESSignatures1516

 

 

 

 

Part I Financial Information

Part I Financial Information

Item 1 Financial Statements

Mikros Systems Corporation

Condensed Balance Sheets

(Unaudited)

  

March 31,

  

December 31,

 
  

2018

  

2017

 
  (unaudited)     

Assets

        

Current assets:

        

Cash and cash equivalents

 $1,417,115  $1,173,177 

Receivables on government contracts

  1,627,878   1,697,997 

Prepaid expenses and other current assets

  279,058   72,542 

Total current assets

  3,324,051   2,943,716 

Property and equipment:

        

Equipment

  188,966   171,018 

Leasehold improvements

  21,306   21,306 

Furniture & fixtures

  38,659   37,557 

Less: accumulated depreciation

  (113,977)  (106,570)

Property and equipment, net

  134,954   123,311 

Intangible assets

  137,950   137,683 

Less: accumulated amortization

  (59,389)  (54,101)

Intangible assets, net

  78,561   83,582 

Deferred tax assets

  18,646   8,745 

Total assets

 $3,556,212  $3,159,354 
         

Liabilities and shareholders' equity

        

Current liabilities:

        

Accrued payroll and payroll taxes

 $512,716  $575,926 

Accounts payable and accrued expenses

  796,737   482,873 

Accrued warranty expense

  40,000   40,000 

Deferred revenue

  7,500   18,750 

Total current liabilities

  1,356,953   1,117,549 

Long-term liabilities

  21,115   21,920 

Total liabilities

  1,378,068   1,139,469 

Shareholders' equity:

        

Preferred stock, convertible, par value $.01 per share, authorized 5,000,000 shares, none issued and outstanding

  -   - 

Common stock, par value $.01 per share, authorized 60,000,000 shares, issued and outstanding 35,568,775 and 35,561,775 shares, respectively

  355,689   355,619 

Capital in excess of par value

  10,092,727   10,087,843 

Accumulated deficit

  (8,270,272)  (8,423,577)

Total shareholders' equity

  2,178,144   2,019,885 

Total liabilities and shareholders' equity

 $3,556,212  $3,159,354 

 

  

March 31,

  

December 31,

 
  

2017

  

2016

 
         

Assets

        

Current assets:

        

Cash and cash equivalents

 $1,351,485  $858,868 

Receivables on government contracts

  1,146,026   1,704,301 

Prepaid expenses and other current assets

  52,635   55,144 

Total current assets

  2,550,146   2,618,313 

Property and equipment

        

Equipment

  103,253   95,693 

Furniture & fixtures

  16,394   16,394 

Less: accumulated depreciation

  (90,725)  (86,436)

Property and equipment, net

  28,922   25,651 

Intangible assets

  129,704   128,916 

Less: accumulated amortization

  (38,236)  (32,947)

Intangible assets, net

  91,468   95,969 

Deferred tax assets

  169,822   204,991 

Total assets

 $2,840,358  $2,944,924 

Liabilities and shareholders' equity

        

Current liabilities:

        

Accrued payroll and payroll taxes

 $387,093  $460,434 

Accounts payable and accrued expenses

  362,114   338,872 

Accrued warranty expense

  98,090   240,980 

Deferred revenue

  -   7,500 

Total current liabilities

  847,297   1,047,786 

Long-term liabilities

  140,004   140,377 

Total liabilities

  987,301   1,188,163 
         
         
         

Shareholders' equity:

        

Preferred stock, convertible, par value $.01 per share, authorized5,000,000 shares, none issued and outstanding

  -   - 

Common stock, par value $.01 per share, authorized 60,000,000 shares,issued and outstanding 35,476,775 and 35,424,775 shares, respectively

  354,769   354,249 

Capital in excess of par value

  10,067,363   10,061,894 

Accumulated deficit

  (8,569,075)  (8,659,382)

Total shareholders' equity

  1,853,057   1,756,761 

Total liabilities and shareholders' equity

 $2,840,358  $2,944,924 

See Notes to Unaudited Condensed Financial Statements

 


 

Mikros Systems Corporation

Condensed Statements of Operations and Comprehensive Income (unaudited)

  

Three Months Ended,

 
  

March 31,

 
  

2018

  

2017

 
         

Contract revenues

 $2,490,660  $1,754,973 
         

Cost of sales

  1,177,032   651,536 
         

Gross margin

  1,313,628   1,103,437 
         

Expenses:

        

Engineering

  640,293   517,180 

General and administrative

  451,678   408,903 
         

Total expenses

  1,091,971   926,083 
         

Income from operations

  221,657   177,354 
         

Other income:

        

Interest

  460   728 
         

Net income before income taxes

  222,117   178,082 
         

Income tax expense

  68,812   87,775 
         

Net income available to common shareholders

 $153,305  $90,307 
         

Income per common share - basic

 $-  $- 
         

Basic weighted average number of shares outstanding

  35,564,419   35,430,119 
         

Income per common share - diluted

 $-  $- 
         

Diluted weighted average number of shares outstanding

  35,829,565   35,643,392 

 

  

Three Months Ended,

 
  

March 31,

 
  

2017

  

2016

 
         

Contract Revenues

 $1,754,973  $987,929 
         

Cost of sales

  651,536   324,328 
         

Gross margin

  1,103,437   663,601 
         

Expenses:

        

Engineering

  517,180   323,913 

General and administrative

  408,903   336,148 
         

Total expenses

  926,083   660,061 
         

Income from operations

  177,354   3,540 
         

Other income:

        

Interest

  728   1,449 
         

Net income before income taxes

  178,082   4,989 
         

Income tax expense

  87,775   3,143 
         

Net income available to common shareholders

 $90,307  $1,846 
         

Income per common share - basic

 $-  $- 
         

Basic weighted average number of shares outstanding

  35,430,119   32,030,138 
         

Income per common share - diluted

 $-  $- 
         

Diluted weighted average number of shares outstanding

  35,643,392   35,608,255 

See Notes to Unaudited Condensed Financial Statements

 


 

Mikros Systems Corporation

Condensed Statements of Shareholders' Equity (unaudited)

  

Preferred Stock

  

Common Stock

             
  

$0.01 Par Value

  

$0.01 Par Value

  

Capital in

  

 

     
  

Number of shares

  

Par Value

  

Number of shares

  

Par Value

  

Excess

of  Par Value

  

Accumulated Deficit

  

Total

 

Balance at January 1, 2018

  -  $-   35,561,775  $355,619  $10,087,843  $(8,423,577) $2,019,885 

Stock compensation

  -   -   -   -   4,604   -   4,604 

Exercise of non-restricted stock awards

  -   -   7,000   70   280   -   350 

Net income

  -   -   -   -   -   153,305   153,305 
                             

Balance at March 31, 2018

  -  $-   35,568,775  $355,689  $10,092,727  $(8,270,272) $2,178,144 

 

  

Preferred Stock

  

Common Stock

           
  

$0.01 Par Value

  

$0.01 Par Value

  

Capital in 

  

 

     
  

Number of shares

  

Par Value

  

Number of shares

  

Par Value

  

Excess

of Par Value

  

Accumulated

Deficit

  

Total

 

Balance at January 1, 2017

  -  $-   35,424,775  $354,249  $10,061,894  $(8,659,382) $1,756,761 

Stock compensation

  -   -   -   -   2,639   -   2,639 

Exercise of non-restricted stock awards

  -   -   22,000   220   3,130   -   3,350 

Common shares issued to director

  -   -   30,000   300   (300)      - 

Net income

  -   -   -   -   -   90,307   90,307 
                             

Balance at March 31, 2017

  -  $-   35,476,775  $354,769  $10,067,363  $(8,569,075) $1,853,057 

See Notes to Unaudited Condensed Financial Statements


 

 

Mikros Systems Corporation

Condensed Statements of Cash Flows

(Unaudited)

  

Three Months Ended March 31,

 
  

2018

  

2017

 
         

Cash flows from operating activities

        

Net income

 $153,305  $90,307 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

  12,695   9,578 

Deferred tax expense

  (9,901)  35,169 

Share-based compensation expense

  4,604   2,639 

Changes in assets and liabilities:

        

Decrease in receivables on government contracts

  70,119   558,275 

Decrease (increase) in prepaid expenses and other current assets

  (206,516)  2,509 

(Decrease) in accrued payroll and payroll taxes

  (63,210)  (73,341)

Increase in accounts payable and accrued expenses

  313,864   23,242 

(Decrease) in accrued warranty expense

  -   (142,890)

(Decrease) increase in deferred revenue

  (11,250)  (7,500)

(Decrease) in long-term liabilities

  (805)  (373)

Net cash provided by operating activities

  262,905   497,615 

Cash flows from investing activities:

        

Payments related to intangible assets

  (267)  (788)

Purchase of property and equipment

  (19,050)  (7,560)

Net cash used in investing activities:

  (19,317)  (8,348)

Cash flows from financing activities:

        

Exercise of stock options

  350   3,350 

Net cash provided by financing activities:

  350   3,350 

Net increase in cash and cash equivalents

  243,938   492,617 

Cash and cash equivalents, beginning of period

  1,173,177   858,868 

Cash and cash equivalents, end of period

 $1,417,115  $1,351,485 

 

  

Three Months Ended March 31,

 
  

2017

  

2016

 
         

Cash flows from operating activities

        

Net income

 $90,307  $1,846 

Adjustments to reconcile net income to net cash provided by (used in ) operating activities:

        

Depreciation and amortization

  9,578   9,456 

Deferred tax expense

  35,169   1,381 

Share-based compensation expense

  2,639   636 

Changes in assets and liabilities:

        

Decrease in receivables on government contracts

  558,275   25,130 

Decrease (increase) in prepaid expenses and other current assets

  2,509   (30,250)

(Decrease) in accrued payroll and payroll taxes

  (73,341)  (338,358)

Increase (Decrease) in accounts payable and accrued expenses

  23,242   (252,051)

(Decrease) in accrued warranty expense

  (142,890)  (28,284)

(Decrease) increase in deferred revenue

  (7,500)  2,250 

(Decrease) in long-term liabilities

  (373)  (1,336)

Net cash provided by (used in) operating activities

  497,615   (609,580)

Cash flows from investing activities:

        

Payments related to intangible assets

  (788)  - 

Purchase of property and equipment

  (7,560)  - 

Net cash used in investing activities:

  (8,348)  - 

Cash flows from financing activities:

        

Proceeds from exercise of stock options

  3,350   350 

Net cash provided by financing activities:

  3,350   350 

Net increase (decrease) in cash and cash equivalents

  492,617   (609,230)

Cash and cash equivalents, beginning of period

  858,868   2,858,655 

Cash and cash equivalents, end of period

 $1,351,485  $2,249,425 

Supplement cash flow information:

        

Cash paid during the period for income taxes

 $-  $44,500 

See Notes to Unaudited Condensed Financial Statements


Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

 

Note1BasisofPresentation

The unaudited interim condensed 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 (the “SEC”). 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, 2017.

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, 2018, the results of its operations for the three months ended March 31, 2018 and 2017, changes in stockholders’ equity from January 1, 2018 to March 31, 2018, and cash flows for the three months ended March 31, 2018 and 2017.

Note2RecentAccountingPronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as amended (commonly referred to as ASC 606), which replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers and significantly expanded the disclosure requirements for revenue arrangements. The new standard, as amended, was effective for the Company for interim and annual reporting periods beginning on January 1, 2018.

As discussed in Note 3, the Company adopted ASC 606 using the modified retrospective transition method. Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while prior period comparative information has not been restated and continues to be reported in accordance with ASC 605, Revenue Recognition, the accounting standard in effect for periods ended prior to January 1, 2018. Based on contracts in process at December 31, 2017, the Company determined that the impact of the adoption of ASC 606 is immaterial and that the Company will not recognize any cumulative effect of adoption at January 1, 2018 in the Company’s statements of operations and comprehensive income for any historical or future period.

Note3SignificantAccountingPolicies

RevenueRecognition

We provide our products and services under fixed-price and cost-reimbursable contracts. Under fixed-price contracts we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract. We also enter into cost-plus-fixed-fee contracts. The fixed-fee in a cost-plus-fixed-fee contract is negotiated at the inception of the contract and that fixed-fee does not vary with actual costs. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

We assess each contract at its inception to determine whether it should be combined with other contracts. When making this determination, we consider factors such as whether two or more contracts were negotiated and executed at or near the same time or were negotiated with an overall profit objective. If combined, we treat the combined contracts as a single contract for revenue recognition purposes.

We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation. Significant judgment is required in determining performance obligations, and these decisions could change the amount of revenue and profit recorded in a given period. We classify net sales as products or services on our condensed statements of operations and comprehensive income based on the predominant attributes of the performance obligations.


Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. Our contracts do not include variable consideration. At the inception of a contract we estimate the transaction price based on our current rights and do not contemplate future modifications. Contracts are often subsequently modified to include changes in specifications, requirements or price, which may create new or change existing enforceable rights and obligations. Depending on the nature of the modification, we consider whether to account for the modification as an adjustment to the existing contract or as a separate contract. Generally, modifications to our contracts or delivery orders are distinct and will be accounted for as a separate contract.

We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over a period of time as we perform under the contract because control of the work in process transfers continuously to the customer. This continuous transfer of control of the work in process to the customer is supported by contract provisions that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit, and take control of any work in process.

For performance obligations to deliver products with continuous transfer of control to the customer, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. For performance obligations to provide services to the customer, revenue is recognized over a period of time based on costs incurred as our customer receives and consumes the benefits.

Backlog (i.e., unfulfilled or remaining performance obligations) represents the sales we expect to recognize for our products and services for which control has not yet transferred to the customer. The estimated consideration is determined at the outset of the contract and considers the risks related to the technical, schedule and cost impacts to complete the contract. Periodically, we review these risks and may increase or decrease backlog accordingly. As the risks on such contracts are successfully retired, the estimated consideration from customers may be reduced, resulting in a reduction of backlog without a corresponding recognition of sales. As of March 31, 2018, our ending backlog was $4.9 million. For arrangements with the Department of Defense (“DoD”), we generally do not begin work on contracts until funding is appropriated by the customer. Billing timetables and payment terms on our contracts vary based on a number of factors, including the contract type.

WarrantyExpense

The Company provides a limited warranty, as defined by the related warranty agreements, for its production units. The Company’s warranties require the Company to repair or replace defective products during such warranty period. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, expected and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary. During the three months ended March 31, 2018 and 2017, the Company recognized a net warranty recovery which is a component of the Company’s cost of sales of $0 and $(141,300), respectively. Since the inception of the ADEPT IDIQ contract in March 2010, the Company has delivered 200 ADEPT units. As of March 31, 2018, there are 11 ADEPT units that remain under the limited warranty coverage.


Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

The following table reflects the reserve for product warranty activity for:

  

March 31,

  

December 31,

 
  

2018

  

2017

 

Balance, beginning of the period

 $40,000  $240,980 

Provision for product warranty

  -   40,000 

Product warranty expirations

  -   (238,967)

Product warranty costs paid

  -   (2,013)

Balance, end of the period

 $40,000  $40,000 

Research and Development Expense

Research and Development expenditures for research and development of the Company's products are expensed when incurred, and are included in general and administrative expenses. The Company recognized research and development costs as follows:

  

Three months ended March 31,

 
  

2018

  

2017

 

Salaries

 $37,026  $39,606 

Other costs

  3,793   2,189 
  $40,819  $41,795 

Intangible Assets

The majority of the Company’s intangible assets is a license acquired during 2015. In July 2015, the Company purchased certain software products, intellectual property and related assets from VSE Corporation. The primary software programs purchased were the Prognostics Framework (PF) and Diagnostic Profiler (DP) programs. The Diagnostic Profiler software is used worldwide by several multinational companies for optimized maintenance of diverse product lines. The Diagnostic Profiler is also used by the US Air Force for depot test programs, and Prognostics Framework is used by the US Army for several missile defense systems.

Licenses are amortized using a straight-line method over their estimated life of six years. For the three months ended March 31, 2018 and 2017, amortization expense related to the Company’s licenses amounted to $5,250 and $5,250, respectively, and are included in general and administrative expenses on the Statements of Operations and Comprehensive Income.


Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

Note 4IncomePerShare

Net income per common share information is as follows:

  

Three Months Ended March 31,

 

Basic earnings per common share:

 

2018

  

2017

 

Net income allocable to common shareholders

 $153,305  $90,307 
         

Weighted average basic shares outstanding

  35,564,419   35,430,119 
         

Basic income per common share

 $-  $- 
         

Dilutive earnings per common share:

        

Net income allocable to common shareholders

 $153,305  $90,307 
         

Weighted average shares outstanding - basic

  35,564,419   35,430,119 

Diluted effect:

        

Stock options

  70,364   71,523 

Unvested restricted stock

  194,782   141,750 

Weighted average dilutive shares outstanding

  35,829,565   35,643,392 
         

Dilutive income per common share

 $-  $- 

Diluted net income per share for the three months ended March 31, 2018 and 2017 does not reflect the following potential common shares, as the effect would be antidilutive.

  

Three Months Ended March 31,

 
  

2018

  

2017

 
         

Stock options

  -   335,000 
         

Unvested restricted stock

  70,000   30,000 

 

Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

Note1BasisofPresentation

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 (the “SEC”). 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, 2016.

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, 2017, the results of its operations for the three months ended March 31, 2017 and 2016, changes in stockholders’ equity from January 1, 2017 to March 31, 2017 and cash flows for the three months ended March 31, 2017 and 2016.

Note2RecentAccountingPronouncements

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s condensed financial statements, from those disclosed in the Company’s 2016 Annual Report on Form 10-K.

Note3SignificantAccountingPolicies

RevenueRecognition

The Company is engaged in research and development contracts with the federal government to develop certain technology to be utilized by the U.S. Department of Defense (“DoD”). The contracts are cost plus fixed fee contracts and revenue is recognized on the basis of such measurement of partial performance as will reflect reasonably assured realization or delivery of completed articles. Fees earned under the Company’s contracts may also be accrued as they are billable, under the terms of the agreements, unless such accrual is not reasonably related to the proportionate performance of the total work or services to be performed by the Company from inception to completion. Under the terms of certain contracts, fixed fees are not recognized until the receipt of full payment has become unconditional, that is, when the product has been delivered and accepted by the federal government. Backlog represents the estimated amount of future revenues to be recognized under negotiated contracts as work is performed. The Company’s backlog includes future Adaptive Diagnostic Electronic Portable Testset(“ADEPT”) units to be developed and delivered to the federal government.

The Company recognizes revenue as it relates to the license of software when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collection is probable. The sale and/or license of software products and technology is deemed to have occurred when a customer either has taken possession of or has access to take immediate possession of the software or technology. Software license agreements include post-contract customer support ("PCS"). For the Company’s software and software-related multiple element arrangements, where customers purchase both software related products and software related services, the Company uses vendor-specific objective evidence (“VSOE”) of fair value for software and software-related services to separate the elements and account for them separately. VSOE exists when a company can support what the fair value of its software and/or software-related services is based on evidence of the prices charged when the same elements are sold separately. VSOE of fair value is required, generally, in order to separate the accounting for various elements in a software and related services arrangement. The Company has established VSOE of fair value for the majority of the PCS, professional services, and training. Given the limited number of sales related to this software, and the fact that the Company does not sell the PCS element separately, there is no VSOE currently available to bifurcate the PCS element from the contract.  In accordance with Accounting Standards Codification Topic 985-605-25-10a, the fees earned from sale of licenses to which the only undelivered element is the PCS, are recognized ratably over the life of the contract. Revenues from the sale of software licenses and maintenance for the three months ended March 31, 2017 and 2016 were $7,500 and $27,750, respectively. At March 31, 2017 and December 31, 2016, deferred revenues amounted to $0 and $7,500, respectively.


Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

Unbilled revenue reflects work performed, but not billed at the time, per contractual requirements. As of March 31, 2017 and December 31, 2016, the Company had unbilled revenues of $218,261 and $235,421, respectively which are recorded within receivables on government contracts in the Company’s balance sheet. Billings to customers in excess of revenue earned are classified as advanced billings, and shown as a liability. As of March 31, 2017 and December 31, 2016, there were no advanced billings.

WarrantyExpense

The Company provides a limited warranty, as defined by the related warranty agreements, for its production units. The Company’s warranties require the Company to repair or replace defective products during such warranty period. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, expected and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary. During the three months ended March 31, 2017 and 2016, the Company recognized a net warranty (recovery) expense, which is a component of the Company’s cost of sales of $(141,300) and $(20,801), respectively. Since the inception of the ADEPT IDIQ contract in March 2010, the Company has delivered 189 ADEPT units. As of March 31, 2017, there are 26 ADEPT units that remain under the limited warranty coverage.

The following table reflects the reserve for product warranty activity as of March 31, 2017 and December 31, 2016:

  

March 31, 2017

  

December 31, 2016

 

Beginning balance

 $240,980  $359,654 

Provision for product warranty

  -   1,800 

Product warranty expirations

  (141,300)  (86,301)

Product warranty costs paid

  (1,590)  (34,173)

Ending balance

 $98,090  $240,980 

Research and Development Expense

Research and Development expenditures for research and development of the Company's products are expensed when incurred, and are included in general and administrative expenses. The Company recognized research and development costs as follows:

  

Three months ended March 31,

 
  

2017

  

2016

 
         

Salaries

 $39,606  $19,552 

Other costs

  2,189   1,345 
  $41,795  $20,897 


Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

Intangible Assets

The majority of the Company’s intangible assets is a license acquired during 2015. In July 2015, the Company purchased certain software products, intellectual property and related assets from VSE Corporation. The primary software programs purchased were the Prognostics Framework (PF) and Diagnostic Profiler (DP) programs. The Diagnostic Profiler software is used worldwide by several multinational companies for optimized maintenance of diverse product lines. The Diagnostic Profiler is also used by the US Air Force for depot test programs, and Prognostics Framework is used by the US Army for several missile defense systems.

Licenses are amortized using a straight-line method over their estimated life of six years. For the three months ended March 31, 2017 and 2016, amortization expense related to the Company’s license amounted to $5,250 and $5,250, respectively, and are included in general and administrative expenses on the Condensed Statements of Operations and Comprehensive Income. 

Note 4IncomePerShare

Net income per common share information is as follows:

  

Three Months Ended,

 
  

March 31,

 

 

 

2017

  

2016

 
Basic earnings per common share:        

Net (loss) income allocable to common shareholders

  90,307   1,846 

Portion allocable to common shareholders

  100.0%  99.2%

Net income allocable to common shareholders

  90,307   1,831 
         

Weighted average basic shares outstanding

  35,430,119   32,030,138 
         

Basic (loss) income per common share

 $-  $- 
         

Dilutive earnings per common share:

        

Net (loss) income allocable to common shareholders

  90,307   1,831 

Add: undistributed earnings allocated to participating securities

  -   15 

Numerator for diluted earnings per common share

  90,307   1,846 
         

Weighted average shares outstanding - basic

  35,430,119   32,030,138 

Diluted effect:

        

Stock options

  71,523   14,000 

Unvested restricted stock

  141,750   1,818 

Conversion equivalent of dilutive Series B Convertible Preferred Stock

  -   3,307,299 

Conversion equivalent of dilutive Convertible Preferred Stock

  -   255,000 

Weighted average dilutive shares outstanding

  35,643,392   35,608,255 
         

Dilutive (loss) income per common share

 $-  $- 


MikrosSystemsCorporation

Notes to Condensed Financial Statements

(unaudited)

The table below sets forth the calculation of the percentage of net earnings allocable to common shareholders under thetwo-class method in 2016

  

Three Months Ended,

 
  

March 31,

 
  

2017

  

2016

 

Numerator:

        

Weighted average participating common shares

  35,430,119   32,030,138 

Denominator:

        

Weighted average participating common shares

  35,430,119   32,030,138 

Add: Weighted average shares of Convertible Preferred Stock

  -   255,000 

Weighted average participating shares

  35,430,119   32,285,138 
         

Portion allocable to common shareholders

  100.0%  99.2%

Diluted net income per share for the three and nine months ended March 31, 2017 and 2016 does not reflect the following potential common shares, as the effect would be antidilutive.

  

Three Months Ended,

 
  

March 31,

 
  

2016

  

2015

 
         

Stock options

  335,000   610,000 
         

Unvested restricted stock

  30,000   - 

Note 5 – Income Tax Matters

At March 31, 2018, we estimated our annual effective tax rate for 2018 to be 31%. We recognized a tax expense of $68,812 for the three months ended March 31, 2018. At March 31, 2018, the difference from the statutory federal income tax rate is attributable to state income taxes and certain permanent book-tax differences.

 

The Company conducts an on-going analysis to review its net deferred tax asset and the need for a related valuation allowance. As a result of this analysis and the actual results of operations, the Company has (increased) decreased its net deferred tax assets by $35,169$(9,901) and $1,381$35,169 during the three months ended March 31, 20172018 and 2016,2017, respectively. The change in deferred tax assets is attributable to the reversal ofchanges in various book/tax differences.

 

At MarchIn December 2017, new legislation was signed into law reducing the corporate U.S. tax rate from 35% to 21% for tax years beginning after December 31, 2017, fully repealing the corporate alternative minimum tax and making the NOL carryforward period indefinite for NOLs generated after 2017. In accordance with ASC Topic 740, deferred tax assets and liabilities are required to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. As of December 31, 2017, the Company estimatedre-measured its annual effectivedeferred tax rate for 2017 to be 49.3%. Thebalances based upon the new 21% tax rate.

While the Company recognized a tax expensehas completed its provisional analysis of $87,775 for the three months ended March 31, 2017 primarily due to expected net income for the remainder of 2017. At March 31, 2017, the difference from the expected federal income tax rate is attributable to state income taxeseffects of the new legislation  and certain permanent book-tax differences.

Note 6 – Stock-Based Compensation

On January 30, 2017,recorded a reasonable estimate of such effects, the Company issued 30,000 shares of restricted stock with a fair value of $0.37 per share. As of March 31, 2017, there was $11,100 of unrecognized stock-based compensation expenseamounts recorded related to the restricted stocknew legislation may differ, possibly materially, due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions that the Company has made, additional guidance that may be issued in January 2017 whichby the U.S. Government, and actions and related accounting policy decisions the Company may take as a result of this legislation. The Company will complete its analysis over a one-year measurement period ending no later than December 22, 2018, and any adjustments during this measurement period will be recognizedincluded as an adjustment to income tax expense/benefit in future periods. During the three months ended March 31, 2017, 22,000 options were exercised for proceeds amounting to $3,350. The intrinsic value of the options as of March 31, 2017 is $40,530.

The Company recognized stock-based compensation expense for restricted stock of $2,639 and $636 for the three months ended March 31, 2017 and 2016, respectively.reporting period when such adjustments are determined.

 


 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains “forward-looking statements” – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” or “will.” These forward- lookingforward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward- lookingforward-looking statements include: 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;development: delays in the development of products; our ability to adequately integrate our new software offerings into our business model, our ability to develop and market solutions for commercial customers, numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature; 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, 20162017 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.

 

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

The following discussion and analysis summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below and should be read in conjunction with our unaudited condensed financial statements and related information contained herein and in our audited financial statements as of December 31, 2017.

 

Mikros Systems Corporation (the “Company”, “we” or “us”) designs and manufactures software, hardware and electronic systems used to maintain complex distributed systems. Examples of such systems include defense equipment such as radars and combat systems, and commercial and industrial applications such as printing presses, power distribution, and utility systems, and Federal Aviation Administration (“FAA”) systems.

 

Over the past decade, our principal customer has been the U.S. Department of Defense (DoD), primarily the U.S. Navy. We provide the following two key systems to the Navy for maintenance of radars and combat systems:

 

ADEPT®, the Adaptive Diagnostic Electronic Portable Testset, is a PC-based maintenance automation workstation used to maintain the Navy’s premier AN/SPY-1 phased array radar on cruisersCruisers (CG) and destroyers.Destroyers (DDG).

ADSSS,ADSSS®, the ADEPT Distance Support Sensor Suite, is a Condition-Based Maintenance (CBM) system used to monitor Combat System Elements (CSEs) onboard the Littoral Combat Ship (LCS).

 

More recently, we have developed and marketed software products to analyze maintenance data collected from target systems, optimize maintenance procedures, and predict failures. Our Prognostics Framework® (PF) and Diagnostic Profiler® (DP) products provide software capabilities which complement our maintenance hardware products (ADEPT and ADSSS), and allow us to provide complete hardware/software solutions for advanced maintenance, particularly of complex distributed systems. Now that we have a complete hardware/software solution for advanced maintenance, we are expanding into commercial and industrial markets.

 

Product Portfolio

Revenues from our government contracts represented substantially all of our revenues for the year ended December 31, 2017. 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.

 

Adaptive Diagnostic Electronic Portable Testset (ADEPT®)(ADEPT).ADEPT is an automated maintenance workstation designed to significantly reduce the time required to align the AN/SPY-1 Radar System aboard U.S. Navy Aegis cruisers and destroyers, while optimizing system performance and readiness. ADEPT Systems are currently deploying on all Aegis CG and DDG platforms to support the AN/SPY1 radar system. ADEPT represents an innovative 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 provide integrated distance support capabilities for remote diagnostics and troubleshooting by shore-based Navy experts.

Since the system uses commercial instrument case and modules, ADEPT units can be modified to support both preventative maintenance and condition-based maintenance of other radars and complex electronic systems in military or commercial applications. In that regard, we have a service contract with the U.S. Navy to extend ADEPT to a second U.S. Navy radar system, the SPS-49. These services are expected to assist in optimizing performance for the Ballistic Missile Defense Mission. As of the date of this report, we have delivered a total of 189200 ADEPT units.

 


 

AdaptiveADEPT Distance Support Sensor Suite (ADSSS).In 2013, we started development of the ADEPT Distance Support Sensor Suite, or ADSSS for the Navy’s Littoral Combat Ship (“LCS”). The LCS is the U.S. Navy’s latest combat warship. ADSSS is a network-enabled system that can be configured to monitor multiple shipboard systems and report maintenance data onshore for further analysis to detect trends and predict failures. ADSSS provides an open architecture approach with industry standard hardware, and cybersecurity compliant software to acquire and process system operational and maintenance data. ADSSS fully automates the capture of system operation, environment and maintenance data to provide unattended operation. The system monitors key parameters and sends alert notifications when parameters move out of tolerance.

A pilot version of ADSSS has been deployed on the LCS Class since 2014. Development of the production system is ongoing and initial shipboard testing was completed in 2016. We expect ADSSS to be used on both variants of the LCS, currently planned to be at least 32 ships. ADSSS, with its remote monitoring and prognostics capabilities, has also generated interest in other ship classes, including Aegis, and we are currently pursuing several related opportunities.

 

Diagnostic Profiler.Profiler. The Diagnostic Profiler is an integrated development environment for developing diagnostic capabilities used in maintenance, embedded diagnostics and troubleshooting applications. The software provides diagnostic services to its host application, including fault call-outs, suggested “next best” test to further isolate faults, and direct maintenance actions. When additional faults are identified, the software prioritizes the fault call-outs by probability. The use of the diagnostic profiler eliminates the need for the development and maintenance of diagnostic flow charts and hard-coded text sequences. This reduces the effort required to correct bugs and design changes and over the life of the system, could result in significant cost savings.

 

Prognostics Framework.Prognostics Framework is an analysis software for framework that implements real-time prognostics, diagnostics, and status monitoring to support embedded prognostic applications, health management systems and condition-based maintenance applications. The Prognostics Framework software institutes an information framework that organizes relevant data related to: (i) the condition of the system; (ii) the system’s ability to perform required functions over specific time intervals; and (iii) the need for maintenance actions and repair parts. The Prognostics Framework has been used to implement a complete health management system on one of the first radar systems to require prognostics as a key element of its overall solutions. Other potential applications include complex computer networks, power generators, power supply, cooling and environmental systems.

 

Government Contracts

On March 18, 2010, we were awarded and entered into a multi-year IDIQ contract with the Naval Surface Warfare Center related to our ADEPT product. The contract provided for the purchase and sale of up to $26 million of ADEPT units and related engineering and logistics support. The initial term of the contract was five years, but the period of performance was extended through February 13, 2017, to conclude some development programs.

 

In March 2016, we received a contract award valued at approximately $0.15 million to provide Initial System Familiarization Training of the ADEPT system on all CG-47 and DDG-51 Class ships. The first event in Norfolk has already occurred, and a second event in San Diego is currently scheduled for May.

 

In April 2016, we received three contracts to continue logistics support of the ADEPT maintenance automation workstation. A contract valued at approximately $0.3 million to provide ADEPT General Engineering and Support was awarded, along with two other logistics contracts to perform necessary updates, repair and calibration on the ADEPT units, totaling $0.25 million. Along with the contracts received for our ADEPT product, we received a follow on contract in the amount of $0.1 million, for technical support on the USS Fort Worth (LCS3) using the latest version of our ADSSS.

 

In July 2016, we received two additional contract modifications for our current service contract for LCS systems using the ADSSS, which added an additional $4.65 million for ongoing development. This funding will extend the program until June 2018 and allow us to perform installations and support for the LCS classes.

 

In September 2016, we were awarded and entered into a multi-year IDIQ contract with the Naval Surface Warfare Center, Port Hueneme Division, relating to theour ADSSS product. The contract has a term of five years and provides for the purchase and sale of up to $48 million of ADSSS units and related engineering and logistics support. The IDIQ contract covers the first eight ships of the 28 ship program. The first delivery order in the amount of $3.0 million was awarded on September 15, 2016 to perform installations, support and logistics for the LCS class.

 

In September 2016, we also received multiple contracts totaling approximately $0.4 million to continue logistics support of the ADEPT maintenance workstation. These contracts include general engineering support, repair, calibration and training.

 

In February 2017, we were awarded a follow-on multi-year Small Business Innovation Research (SBIR) Phase III IDIQ contract with the Naval Surface Warfare Center, Crane Division, for our ADEPT program. The contract provides for the purchase and sale of up to $35.1 million of ADEPT units and related engineering, such as calibration, repair, training and other logistics services. The first delivery order forin the amount of $1.1 million was also awarded in February 2017 to build eleven ADEPT systems for continuing fleet support on all Aegis cruisers and destroyers.

 


In March and April 2017, we were awarded the second, third and thirdfourth delivery orders under the ADEPT IDIQ Contract. The second delivery order covers for engineering services in the amount of $11.5 million which will be funded incrementally and facilitate the engineering and technical support for the ADEPT program during the next three years. The third delivery order contract for $0.6 million is to provide logisticsustainment services, such as calibration, repair, evaluations, and screenings of ADEPT units to be performed in our Manufacturing and Depot (M&D) Center in Largo, Florida. The fourth delivery order for $0.1 million is to provide training to sailors in the fleet to operate the ADEPT maintenance automation workstation.


 

In April 2017, we received contract awards totaling $2.0 million from the U.S. Navy to extend the capabilities of the ADSSS Condition-Based Maintenance (CBM) system to support a fourth Navy radar system, the MK 99. The Small Business Innovation Research (SBIR) office in Dahlgren, VA provided $0.5 million of the total funding to support this effort. Along with those awards,

In July 2017 and November 2017, we received modifications which added funding to our ADEPT IDIQ Contract, for engineering services in the fourthamounts of $0.4 million and $0.1 million, respectively. These awards will allow us to continue to support the ADEPT product line in the fleet, implement necessary software enhancements, and provide general support of the program.

In August 2017, we received a modification to our ADEPT sustainment delivery order, adding $0.5 million to allow our manufacturing and depot center in Largo, Florida, (“M&D Center”) to continue to provide bi-annual sustainment services for $0.1units from the fleet cycling through our M&D Center. The sustainment efforts include implementing modifications of existing units (54 in total) awaiting fielding.

In September 2017, we received a delivery order in the amount of $2.4 million underfor the existingproduction and delivery of additional ADEPT units. These new units will continue our fleet support on Aegis cruisers and destroyers in the U.S. Navy. In 2018, we received additional modifications to our ADEPT IDIQ contract,Contract and incremental awards for continued engineering services in the aggregate amount of $0.42 million. This funding will support necessary software enhancements to sustainment services for the ADEPT product out of our M&D Center.

In February and March 2018, we received modifications to our ADEPT sustainment delivery orders, adding $0.25 million to allow us to continue to provide bi-annual sustainment services for units from the fleet cycling through the M&D Center. In addition to those sustainment services, it allows our team at the M&D Center to provide training ofto sailors in the fleet to operate the ADEPT maintenance automation workstationworkstation.

Between January 2018 through April 2018, we received multiple contract awards which added funding to sailorsour ADEPT IDIQ Contract for Engineering Services. The total amount awarded in the fleet.first quarter of 2018 was $0.5 million and an additional $1.6 million was awarded in April 2018. This funding will allow us to continue supporting the ADEPT product line in the fleet and implementing necessary software enhancements to increase readiness.

 

Key Performance Indicator

 

As substantially all of our revenue is derived from contracts with the federalFederal government, our key performance indicator is the dollar volume of contracts and deliverytask orders awarded to us under our IDIQ contracts. Increases in the number and value of contracts and trade orders awarded will generally result in increased revenues in future periods and, assuming relatively stable variable costs associated with our fulfilling such awards, increased profits in future periods. The timing of such awards is uncertain as we sell to federalFederal government agencies where the process of obtaining such awards can be lengthy and at times uncertain. As the substantial majority of our revenue for the three months ended March 31,in 2017, and expected revenue for the next nine months of 2017,in 2018, is or will be from sales of ADEPT units and ADSSS systems under our IDIQ contracts,IDIQs contract, continued generation of deliverytask orders and our ability to expand the market and potential customer base for ADEPT units will be a key indicator of future revenue. ADEPT units must be serviced and calibrated every two years. Accordingly, as we continue to increase the installed base of ADEPT units and expand the units to other radar systems, we expect to generate future recurring maintenance and service revenue.

 

Outlook

 

Our strategy for continued growth is based on continuing expansion of our defense business plusand executing new initiatives to apply our advanced maintenance technology in commercial markets. With regard to the defense industry, 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 ADEPT and ADSSS, with broad appeal in both the government and commercial marketplace. Our 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 contractors. Our strategy is to develop these relationships into long-term, key subcontractor roles on future major defense programs awarded to these prime contractors.

 


With regard to commercial markets, our Diagnostics Profiler and Prognostics Framework software offerings complement our hardware products and allow us to provide complete hardware/software solutions for advanced maintenance applications. Current customers for these systems include major multinational corporations such as HP, which recently extended our Diagnostic Profiler software support with for a fifth year. We continue to receive repeat orders from these customers to support their applications. We plan to provide “condition-based maintenance” systems for applications such as FAA radar surveillance and support systems, power distribution and utilities infrastructure, commercial shipping, cooling and environmental systems, and other “complex distributed systems” to commercial customers. CustomersIn that regard, we are currently developing a condition-based maintenance solution for these systems, include major multinational corporations.heating ventilation, air conditioning and refrigeration (HVAC) equipment based on our proprietary Prognostics Framework solution. We have received several repeat orders from these customers and continuedeployed two active pilot systems that are providing key maintenance data on a daily basis to support their applications.service technicians. 

 

In 2017,2018, our primary strategic focus is to continue as a premium provider of R&D and product development services to the defense industry, generate multiple deliverytask orders under our two IDIQ contracts, and expand our commercial business through marketing and sales of our Prognostics Framework and Diagnostic Profiler software products. We will also seek to generate incremental revenue through providing light assembly and production services to commercial customers at our manufacturing and depot center in Largo, Florida.M&D Center.

 

Over the longer term, we intend to further develop advanced maintenance technologies and implement these technologies in products for deployment in defense applications and to expand into additionalmore commercial applications. We believe that many of our core capabilities, remote monitoring, rugged systems, predictive maintenance and communications expertise, are applicable to other industries that work with complex distributed systems, such as utilities, communications and transportation systems, and building maintenance.systems. We are currently in discussions with certain industry participants regarding this initiative.

 

During the past two fiscalrecent years, the combination of spending caps, discretionary spending cuts, sequestration and further proposed reductionschanges in defense spending hasand priorities have caused, and may in the future continue to cause, delays in funding certain projects. This may negatively impact our revenues and profits.

 


 

Changes to Critical Accounting Policies and Estimates

 

Our critical accounting policiesIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as amended (commonly referred to as ASC 606), which replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and estimates are set forth in our Annual Report on Form 10-Kprovides companies with a single revenue recognition model for recognizing revenue from contracts with customers and significantly expanded the disclosure requirements for revenue arrangements. The new standard, as amended, was effective for the fiscal year endedCompany for interim and annual reporting periods beginning on January 1, 2018.

We adopted ASC 606 using the modified retrospective transition method. Results for reporting periods beginning after December 31, 2016. As of March 31, 2017 there haveare presented under ASC 606, while prior period comparative information has not been no changesrestated and continues to such criticalbe reported in accordance with ASC 605, Revenue Recognition, the accounting policies and estimates.standard in effect for periods ending prior to January 1, 2018.

 

Results of Operations

 

ThreeMonthsEnded March 31, 20172018and20162017

 

We generated revenues of $2,490,660 during the three months ended March 31, 2018 compared to $1,754,973 during the three months ended March 31, 2017, compared to $987,929 during the three months ended March 31, 2016, an increase of $767,044,$735,687, or 78%42%. The increase was due primarily due to a production order for 1126 ADEPT units in FebruarySeptember 2017, increase in revenue from engineering contracts, and the receipt of six additional contracts for engineering services, support and repairs and calibration services amounting to $584,537.services.

 

Cost of sales consists of direct contract costs including labor, material, subcontracts, warranty expense for ADEPT units that have been delivered, travel, and other direct costs. Cost of sales for the three months ended March 31, 20172018 was $651,536$1,177,032 compared to $324,328$651,536 for the three months ended March 31, 2016,2017, an increase of $327,208$525,496 or 101%81%. The increase was due primarily due to the receipt of a production order for 1126 ADEPT units in FebruarySeptember 2017, increase in addition torevenues from engineering contracts received in 2017, and the receipt of six additional contracts for engineering services, support and repairs and calibration services. As a percentage of revenue, cost of sales increased to 47% of revenues for the three months ended March 31, 2018 as compared to 37% of revenues for the three months ended March 31, 2017 as compared to 33% of revenues for the three months ended March 31, 2016.2017. The increase was due primarily due to the change of the mix of costs incurred in 20172018 specifically, increases in direct labor, material and subcontract costs related to engineering service contracts awarded in the first quarter of 2017 which were offset by the expiration of warranty reserves.contracts.


 

The majority 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, 20172018 were $517,180$640,293 compared to $323,913$517,180 for the three months ended March 31, 2016,2017, an increase of $193,267,$123,113, or 60%24%. The increase in 2018 was due to significant increases in engineering salaries and fringe benefits and engineering salaries due to the hiring of sixfor additional employees hired in 2017, recruiting costs, incentive compensation, engineering consulting fees, and incentive compensation.training for engineers.

 

General and administrative expenses consist primarily of salary, intellectual property, consulting fees and related costs, professional fees, business insurance, franchise tax, SEC compliance costs, travel, and unallowable expenses (representing those expenses for which the government will not reimburse us)us, including independent research and development which consists of research and development expenses unrelated to our defense contracts). General and administrative costs for the three months ended March 31, 20172018 were $408,903$451,678 compared to $336,148$408,903 for the three months ended March 31, 2016,2017, an increase of $72,755,$42,775, or 22%10%. The increase was due primarily to increases in Independent Research & Development (IR&D)bid and proposal salaries, incentive compensation,insurance costs, and professional fees.

 

At March 31, 2017,2018, we estimated our annual effective tax rate for 20172018 to be 49%31%. We recognized a tax expense of $87,775$68,812 for the three months ended March 31, 2017 primarily due to expected net income for the remainder of 2017.2018. At March 31, 2017,2018, the difference from the expectedstatutory federal income tax rate is attributable to state income taxes and certain permanent book-tax differences. In December 2017, new legislation was signed into law reducing the corporate U.S. tax rate from 35% to 21% for tax years beginning after December 31, 2017.  Tax expense was $34,000 less under the lower 2018 rate than it would have been using the prior statutory tax rate.

 

We reported a net income of $153,305 for the three months ended March 31 2018 as compared to $90,307 for the three months ended March 31 2017, an increase of $62,998 or 70%. The increase was attributable primarily to the increase in revenues during the first quarter of 2018 which was offset by cost of sales increases in excess of our increase in revenue which was partially offset by smaller increases in our general and administrative expenses and engineering expenses, and a lower federal income tax rate.

LiquidityandCapitalResources

 

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, 2017,2018, net cash provided by operations was $497,615$262,905 compared to net cash used inprovided by operations of $609,580$497,615 during the three months ended March 31, 2016.2017. The increasedecrease was primarily due to an increase in net income of $88,461 and the timing of receipts and payments related to our operating assets and liabilities.

 

We currently do not haveNet cash used in investing activities was $19,317 in the three months ended March 31 2018 as compared to $8,348 in the three months ended March 31 2017, an increase of $10,969. The increase was due to the purchase of additional equipment, and furniture and fixtures, related to an expansion of our offices in Pennsylvania.

On January 31, 2018, we entered into a $550,000 credit facility with PNC Bank. The facility matures on January 31, 2019 and accrues interest at a variable rate equal to the Daily LIBOR Rate plus 250 basis points. Interest is paid monthly. Principal borrowings may be prepaid at any time without penalty and the facility is secured by substantially all of our assets. The facility contains customary affirmative and negative nonfinancial covenants. As of the date of this report, no amounts were outstanding loan or line of credit with any bank or financial institution. We believe our available cash resources and expected cash flows from operations will be sufficient to fund operations forunder the next twelve months. We do not expect to incur any material capital expenditures during the next twelve months.facility.

 

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 we will remain profitable or continue to generate positive cash flow.

 

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.


 

Off-BalanceSheetArrangements

 

As of March 31, 2017,2018, 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.

 

Item4.ControlsandProcedures.

 

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,chief executive officer, who serves as our principal executive officer and principal financial officer. Based upon that evaluation, our presidentchief executive officer concluded that as of March 31, 2017,2018, 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 Securities and Exchange Commission’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, 20172018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


 

PART II. OTHER INFORMATION

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the quarter ended March 31, 2017,On February 28, 2018, we issued 22,0007,000 shares of common stock to certain employees and consultantsan employee upon exercise of options in considerationat an exercise price of cash payment of $3,350.$0.05 per share.  The forgoing sharesforegoing securities were issued in a private placement transaction pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.amended, without general solicitation or advertising of any kind and without payment of placement agent or brokerage fees to any person.

 

Item 6.Exhibits

 

No.No.Description
  

3.110.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-k , filed with the SEC on February 3, 2017)Loan Agreement entered dated January 31, 2018, between Mikros Systems Corporation and PNC Bank, National Association.

 

10.2

Security Agreement dated January 31, 2018, between Mikros Systems Corporation and PNC Bank National Association.

10.3

Committed Line of Credit Note dated January 31, 2018 payable to PNC Bank National Association.

31.1

Certification of principal executive officer and principal financial officer pursuant to Rules 13a-14(a) or 15d- 14(a)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.

 

32.132.1*

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.

  
101.INSXBRL Instance
  
101.SCHXBRL Taxonomy Extension Schema
  
101.CAL101.CAL     

XBRL Taxonomy Extension Calculation

  
101.DEF XBRL Taxonomy Extension Definition
  
101.LABXBRL Taxonomy Extension Labels
  
101.PRE XBRL Taxonomy Extension Presentation

 

*This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.


 

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 CORPORATION

 

 

 

 

 

May 15, 2018

By:

/s/ Thomas J. Meaney

 

May 15, 2017By:  /s/ Thomas J. Meaney
    
    

Thomas J. Meaney

President

Chief Executive Officer and Chief Financial Officer

 

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