mkrs20190630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193

For the quarterly period ended June 30, 2019

☐	TRANSITION 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ 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 an 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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: There were 35,588,775 issued and outstanding shares of the issuer’s common stock, $.01 par value per share, on August 12, 2019.

TABLE OF CONTENTS

		PAGE #
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of June 30, 2019 and December 31, 2018 (unaudited)		1

	Condensed Statements of Income for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)		2

	Condensed Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)		3

	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (unaudited)		4

	Notes to Condensed Financial Statements (unaudited)		5

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

Item 4.	Controls and Procedures		16

PART II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		17

Item 6.	Exhibits		17

	Signatures		17

	June 30,			December 31,
	2019			2018

Assets
Current assets:
Cash and cash equivalents	$	1,651,427		$	2,206,749
Receivables on government contracts		1,190,170			1,043,738
Prepaid expenses and other current assets		139,185			94,717
Total current assets		2,980,782			3,345,204
Property and equipment:
Operating lease-right to use asset		413,080			-
Equipment		383,190			357,796
Leasehold improvements		21,306			21,306
Furniture & fixtures		43,174			43,174
Less: accumulated depreciation		(139,951	)		(109,484	)
Property and equipment, net		720,799			312,792
Intangible assets		140,660			140,428
Less: accumulated amortization		(93,955	)		(75,241	)
Intangible assets, net		46,705			65,187
Deferred tax assets		50,428			34,623
Total assets	$	3,798,714		$	3,757,806
Liabilities and shareholders' equity
Current liabilities:
Accrued payroll and payroll taxes	$	541,186		$	868,618
Accounts payable and accrued expenses		228,204			308,415
Accrued warranty expense		106,550			153,723
Lease obligation, current portion		122,103			-
Deferred revenue		33,847			39,824
Total current liabilities		1,031,890			1,370,580
Lease obligation, net of current portion		308,995			-
Other long-term liabilities		-			19,560
Total liabilities		1,340,885			1,390,140

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 35,588,775 and 35,568,775 shares, respectively		355,889			355,689
Capital in excess of par value		10,119,222			10,106,344
Accumulated deficit		(8,017,282	)		(8,094,367	)
Total shareholders' equity		2,457,829			2,367,666
Total liabilities and shareholders' equity	$	3,798,714		$	3,757,806

	Six months ended June 30,
	2019			2018

Cash flows from operating activities:
Net income	$	77,084		$	237,132
Adjustments to reconcile net income to net cash provided by (used in ) operating activities:
Depreciation and amortization		51,771			25,456
Deferred tax benefit		(15,805	)		(27,283	)
Share-based compensation expense		9,078			9,143
Changes in assets and liabilities:
(Increase) in receivables on government contracts		(146,432	)		(331,359	)
(Increase) in prepaid expenses and other current assets		(44,468	)		(2,843	)
(Decrease) increase in accrued payroll and payroll taxes		(327,432	)		81,415
(Decrease) in accounts payable and accrued expenses		(80,210	)		(58,223	)
(Decrease) increase in accrued warranty expense		(47,173	)		21,641
(Decrease) in deferred revenue		(5,977	)		(5,000	)
(Decrease) in long-term liabilities		(1,542	)		(1,898	)
Net cash used in operating activities		(531,106	)		(51,819	)
Cash flows from investing activities:
Payments related to intangible assets		(232	)		(2,123	)
Purchase of property and equipment		(27,984	)		(38,383	)
Net cash used in investing activities		(28,216	)		(40,506	)
Cash flows from financing activities:
Exercise of stock options		4,000			350
Net cash provided by financing activities		4,000			350
Net decrease in cash and cash equivalents		(555,322	)		(91,975	)
Cash and cash equivalents, beginning of period		2,206,749			1,173,177
Cash and cash equivalents, end of period	$	1,651,427		$	1,081,202

Cash paid for income taxes	$	121,000		$	26,000

Note 3 – Significant Accounting Policies

Revenue Recognition

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.

Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

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 statements of income based on the predominant attributes of the performance obligations.

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 clauses in the contract 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 revenue. As of June 30, 2019, our ending backlog was $1.8 million. For arrangements with the Department of Defense, 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.

Warranty Expense

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 June 30, 2019 and 2018, the Company recognized a warranty (benefit) expense of $(40,400) and $40,000, respectively, and for the six months ended June 30, 2019 and 2018, the Company recognized a warranty (benefit) expense of $(40,400) and $40,000, respectively. Since the inception of the ADEPT IDIQ contract in March 2010, the Company has delivered 226 ADEPT units. As of June 30, 2019, there were 26 ADEPT units remaining 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:

	June 30, 2019			December 31, 2018
Balance, beginning of the period	$	153,723		$	40,000
Provision for product warranty		-			142,000
Product warranty expirations		(40,400	)		-
Product warranty costs paid		(6,773	)		(28,277	)
Balance, end of the period	$	106,550		$	153,723

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 June 30,				Six months ended June 30,
	2019		2018		2019		2018
Salaries	$	11,195	$	25,654	$	17,641	$	62,680
Other costs		12,454		20,608		12,454		24,401
	$	23,649	$	46,262	$	30,095	$	87,081

Intangible Assets

The Company’s intangible assets include 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 and Diagnostic Profiler 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 and six months ended June 30, 2019 and 2018, amortization expense related to the Company’s license amounted to $5,250 and $5,250 and $10,500 and $10,500, respectively, and is included in general and administrative expenses on the Statements of Income.

Note 5 – Income Per Share

Net income per common share information is as follows:

	Three months ended June 30,					Six months ended June 30,
	2019			2018		2019		2018
Basic earnings per common share:
Net (loss) income	$	(3,721	)	$	84,287	$	77,084	$	237,132

Weighted average basic shares outstanding		35,577,786			35,568,775		35,573,305		35,566,609

Basic income per common share	$	-		$	-	$	-	$	0.01

Dilutive earnings per common share:
Net (loss) income allocable to common shareholders	$	(3,721	)	$	84,287	$	77,084	$	237,132

Weighted average shares outstanding - basic		35,577,786			35,568,775		35,573,305		35,566,609
Diluted effect:
Stock options		-			67,571		41,516		69,000
Unvested restricted stock		-			210,262		150,290		214,186
Weighted average dilutive shares outstanding		35,577,786			35,846,608		35,765,111		35,849,795

Dilutive income per common share	$	-		$	-	$	-	$	0.01

Diluted net income per share for the three and six months ended June 30, 2019 and 2018 does not reflect the following potential common shares, as the effect would be antidilutive.

	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018

Unvested restricted stock		447,000		70,000		80,000		70,000

Stock options		195,000		-		-		-

Note 6 – Operating Leases

The Company adopted the ASU Topic 842- Leases beginning January 1, 2019 and adopted the practical expedients consistently for all of its leases. Accordingly, the Company:

●

Did not reassess whether any expired or existing contracts are or contain leases.

●

Did not reassess the lease classification for any expired or existing leases.

●

Did not reassess initial direct costs for any existing leases.

In addition, the Company elected to retrospectively determine the lease term and assess impairment of right of use asset.

At the date of transition, the Company recognized an operating lease liability and right of use asset. The amount of lease liability is equal to the present value of the remaining lease payments as of January 1, 2019 discounted using the incremental borrowing rate of 4.89%.

Mikros Systems Corporation

Notes to Condensed Financial Statements

(unaudited)

A right-of-use asset is measured at the amount of the lease liability adjusted for the amount of deferred straight-line rent, prepaid rent and lease incentive allowances previously recognized.

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies:

there is a change in contractual terms, other than a renewal or extension of the arrangement;

a renewal option is exercised or extension granted, unless the term of the renewal or extension was initially included in the lease term;

there is a change in the determination of whether fulfillment is dependent on a specified asset; or

there is a substantial change to the asset.

Whenever a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) and at the date of renewal or extension period for scenario (b).

Leases where the lessor retains substantially all of the risks and rewards of ownership are classified as operating leases. Operating lease payments are recognized as an operating expense on a straight-line basis over the lease term.

The Company has operating lease agreements for each of its offices. The Company has determined that the risks and benefits related to the leased properties are retained by the lessors. Accordingly, these are accounted for as operating leases. These lease agreements are for terms ranging from 5.25 to 5.33 years and provide for rental escalations of approximately 2.1%.

The following table presents the maturity profile of the Company’s operating lease liabilities based on the contractual undiscounted payments with a reconciliation of these amounts to the remaining net present value of the operating lease liability reported in the balance sheet as of June 30, 2019.

Year	Amount
Remainder of 2019	$	69,738
2020		141,976
2021		144,976
2022		110,857
Total lease payments		467,547
Less: Interest		(36,449	)
Net present value of lease liabilities	$	431,098

The weighted average remaining lease terms and discount rates for all of the Company’s operating leases as of June 30, 2019 were as follows:

Weighted average lease term (in months)			39
Weighted average discount rate			4.89	%

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-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-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 Innovation Research grants; competitive pricing pressures; market acceptance of our products under development: delays in the development of products; our ability to adequately integrate our 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, 2018 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.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our unaudited condensed financial statements and related information contained herein and our audited financial statements as of December 31, 2018.

Mikros Systems Corporation (the “Company”, “we”, “Mikros” 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, utility systems, and Federal Aviation Administration systems.

Our primary business focus is to pursue Small Business Innovation Research programs from the Department of Defense, Department of Homeland Security, and other governmental authorities, and to expand this government funded research and development into products and services. Since 2002, we have been awarded several Phase I, II, and III Small Business Innovation Research contracts, and several IDIQ contracts for our ADEPT and ADSSS products.

Revenues from our government contracts represented substantially all of our revenues for the six months ended June 30, 2019 and 2018. Over the past decade, our principal customer has been the U.S. Department of Defense, primarily the U.S. Navy (“Navy”). We provide the following two key systems to the Navy for maintenance of radars and combat systems:

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.

Revenues from our government contracts represented substantially all of our revenues for the six months ended June 30, 2019. We believe that we can utilize the intellectual property developed under our various Small Business Innovation Research awards to develop proprietary products for both the government and commercial marketplace.

Adaptive Diagnostic Electronic Portable Testset (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. 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 226 ADEPT units.

ADEPT Distance Support Sensor Suite (ADSSS). In 2013, we started development of ADSSS for the Navy’s Littoral Combat Ship (“LCS”). 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. 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. 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.

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 extended the program through June 2018 and allows 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 our 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 June 2018, we received the second delivery order totaling $2.5 million to support the MK 99 FCS development, test and installation.

In September 2016, we 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 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. Since the award, we have received multiple delivery orders, some of which are described below.

Between March and September 2017, we have been awarded several delivery orders under the ADEPT IDIQ Contract. The second delivery order covers 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 for $0.6 million is to provide sustainment 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. The fifth delivery order in the amount of $2.4 million covered production 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 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 office in Dahlgren, VA provided $0.5 million of the total funding to support this effort.

In July 2017 and November 2017, we received modifications which added funding to our ADEPT IDIQ Contract, for engineering services in the amounts 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, and August 2018 we received modifications to our ADEPT sustainment delivery order, adding $0.5 million and $0.25 million, respectively, for our manufacturing and depot center in Largo, Florida, (“M&D Center”) to continue to provide bi-annual sustainment services for units from the fleet cycling through our M&D Center.

In 2018, we received additional modifications to our ADEPT IDIQ 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 to sailors in the fleet to operate the ADEPT maintenance automation workstation.

Between January 2018 through April 2018, we received multiple contract awards which increased funding on our ADEPT IDIQ contract for engineering services. The total amount awarded in the 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.

In August 2018, we received a contract modification to add funding to our ADEPT IDIQ Contract for engineering services in the amount of $1.3 million. This additional funding will support the ADEPT product line in the fleet, implement necessary software enhancements and provide general support.

In September 2018, we received modifications to our ADEPT sustainment delivery orders, adding $0.25 million. This funding allows the M&D Center in Largo, Florida to provide bi-annual sustainment services for units from the fleet.

In November 2018, we received a contract modification to add funding to our ADEPT IDIQ Contract for engineering services in the amount of $0.2 million. This additional funding will support the ADEPT product line in the fleet, implement necessary software enhancements and provide general support.

In May 2019, we received a contract modification to add funding in the amount of $0.05 million to our ADEPT IDIQ Contract for sustainment services. This award will allow us to continue to support the ADEPT product line in the fleet and implement necessary software enhancements.

In May 2019, we also received a contract modification to add funding in the amount of $0.8 million to our ADEPT IDIQ Contract for engineering services. This funding will provide general support for the program.

In June 2019, an additional $0.1 million was received for ADEPT general engineering services, along with $0.04 in July 2019 for sustainment services.

In May 2019, our long-time customer HP Indigo renewed its annual contract for Diagnostic Profiler and Diagnostician Software Maintenance and Support.

As substantially all of our revenue is derived from contracts with the U.S. Federal government, our key performance indicator is the dollar volume of contracts and task 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 Federal government agencies where the process of obtaining such awards can be lengthy and at times uncertain. As the substantial majority of our revenue in 2018, and expected revenue in 2019, is or will be from sales of ADEPT units and ADSSS systems under our IDIQ contracts, continued generation of task 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, if we can 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.

Our strategy for continued growth is based on continuing expansion of our defense business and 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 Department of Defense Small Business Innovation Research 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 Small Business Innovation Research 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 Federal Aviation Administration, radio and television stations, cell phone stations, and airlines. Second, we will continue to pursue Small Business Innovation Research 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 Indigo, which recently extended our Diagnostic Profiler software support for a sixth year. We continue to receive repeat orders from these customers to support their applications. We plan to provide “condition-based maintenance” systems for “complex distributed systems” to commercial customers. In that regard, we are currently developing a condition-based maintenance solution for heating ventilation, air conditioning and refrigeration (HVAC) equipment based on our proprietary Prognostics Framework solution. We have deployed two active pilot systems that are providing key maintenance data on a daily basis to service technicians. More recently, we commenced a pilot program with an energy consulting firm to collect energy consumption data to reduce power consumption, decrease system downtime, and recommend proactive maintenance to commercial and industrial energy users. We are also in discussions with additional commercial companies regarding the use of our condition based maintenance applications.

In 2019, our primary strategic focus is to continue as a premium provider of Research and Product Development services to the defense industry, generate multiple task orders under our two IDIQ contracts, and expand our commercial business through marketing and sales of our Prognostics Framework and Diagnostic Profiler software products. In furtherance of this strategy, we have made material investments in our engineering and technical staffs to provide broader and deeper expertise to our customers. We will also seek to generate incremental revenue through providing light assembly and production services to commercial customers at our M&D Center in Largo, Florida.

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 more 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. We are currently in discussions with certain industry participants regarding this initiative.

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

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard supersedes the present U.S. GAAP standard on leases and requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease obligations. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and in the original guidance the modified retrospective application was required, however, in July 2018 the FASB issued ASU 2018-11 which permits entities with another transition method in which the effective date would be the date of initial application of transition. Under this optional transition method, we would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach and the optional transition method. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward historical lease classifications.

Adoption of the new standard resulted in the recording of operating lease right-of-use assets and operating lease liabilities on our balance sheet, but did not have an impact on the Company's beginning retained earnings, statement of income or statement of cash flows. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged.

We generated revenues of $1,853,503 during the three months ended June 30, 2019 compared to $2,242,111 during the three months ended June 30, 2018, a decrease of $388,608, or 17%. The decrease was due principally to delays of follow-on contract awards and no ADEPT units produced in 2019.

Cost of sales consists of direct contract costs including labor, material, subcontracts for the ADEPT units that have been delivered, travel, and other direct costs. Cost of sales during the three months ended June 30, 2019 was $792,151 compared to $1,102,407 for the three months ended June 30, 2018, a decrease of $310,256 or 28%. The decrease relates to a change in the mix of contracts generating revenues as compared to the second quarter of 2018. In 2019, we did not produce any ADEPT units and all revenue was generated from engineering support services.

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 June 30, 2019 were $695,838 compared to $593,797 for the three months ended June 30, 2018, an increase of $102,041, or 17%. The increase in 2019 was due to delays of follow-on contract awards, and shift of increases in engineering personnel from revenue generating contracts.

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, including independent research and development (IR&D) which consists of research and development expenses unrelated to our defense contracts). General and administrative costs for the three months ended June 30, 2019 were $369,742 compared to $422,259 for the three months ended June 30, 2017, a decrease of $52,517, or 12%.

We recognized a tax expense of $432 for the three months ended June 30, 2019. At June 30, 2019, the difference from the expected federal statutory income tax rate is attributable to state income taxes and certain permanent book-tax differences.

We reported a net loss of $3,721 for the three months ended June 30, 2019 as compared to net income of $84,287 for the three months ended June 30, 2018. The decrease was attributable primarily to the decrease in revenues in the second quarter of 2019.

We generated revenues of $3,873,768 during the six months ended June 30, 2019 compared to $4,732,771 during the six months ended June 30, 2018, a decrease of $859,003, or 22%. The decrease was due principally to delays of follow-on contract awards and no ADEPT units produced in 2019.

Cost of sales for the six months ended June 30, 2019 was $1,570,693 compared to $2,279,439 for the six months ended June 30, 2018, a decrease of $708,746 or 45%. The decrease relates to a change in the mix of contracts generating revenues as compared to the corresponding period of 2018. In 2019, we did not produce any ADEPT units and all revenue was generated from engineering support services.

Engineering costs for the six months ended June 30, 2019 were $ 1,358,088 compared to $1,234,090 for the six months ended June 30, 2018, an increase of $123,998, or 9%. The increase in 2019 was due to delays of follow-on contract awards, and a shift of increases in engineering personnel from revenue generating contracts.

General and administrative costs for the six months ended June 30, 2019 were $ 833,307 compared to $873,937 for the six months ended June 30, 2017, an increase of $40,630, or 5%.

At June 30, 2019, we estimated our annual effective tax rate for 2019 to be 32%. We recognized a tax expense of $37,267 for the six months ended June 30, 2019 primarily due to expected net income for the remainder of 2019. At June 30, 2019, the difference from the expected federal statutory income tax rate is attributable to state income taxes and certain permanent book-tax differences.

We reported a net income of $77,084 for the six months ended June 30, 2019 as compared to net income of $237,132 for the three months ended June 30, 2018. The decrease was attributable primarily to the decrease in revenues in the first six months of 2019.

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

During the six months ended June 30, 2019, net cash used in operations was $531,106 compared to net cash used in operations of $51,819 during the six months ended June 30, 2018. The increase was primarily due to the timing of receipts and payments related to our operating assets and liabilities.

Net cash used in investing activities was $28,216 in the six months ended June 30, 2019 as compared to $40,506 in the six months ended June 30, 2018, a decrease of $12,213. The decrease was due to the decrease in purchases of equipment and furniture and fixtures related to an expansion of our Pennsylvania offices in 2018.

On January 31, 2018, we entered into a $550,000 credit facility with PNC Bank. The facility initially matured on January 31, 2019 and has been extended to January 31, 2020. The facility 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 June 30, 2019, no amounts were outstanding under the facility.

In order to pursue strategic opportunities, obtain additional Small Business Innovation Research 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.

As of June 30, 2019, 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.

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 June 30, 2019, 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, as amended, 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 June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended June 30, 2019, we issued 20,000 shares of common stock to a director upon exercise of options in consideration of cash payment of $4,000. The forgoing shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

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.

	Preferred Stock				Common Stock
	$0.01 Par Value				$0.01 Par Value				Capital in Excess		Accumulated
	Number of shares		Par Value		Number of shares		Par Value		of Par Value		Deficit			Total
Balance at April 1, 2019		-	$	-		35,568,775	$	355,689	$	10,110,883	$	(8,013,561	)	$	2,453,011
Stock compensation		-		-		-		-		4,539					4,539
Exercise of stock options		-		-		20,000		200		3,800		-			4,000
Net loss		-		-		-		-		-		(3,721	)		(3,721	)

Balance at June 30, 2019		-	$	-		35,588,775	$	355,889	$	10,119,222	$	(8,017,282	)	$	2,457,829

	Preferred Stock				Common Stock
	$0.01 Par Value				$0.01 Par Value				Capital in Excess		Accumulated
	Number of shares		Par Value		Number of shares		Par Value		of Par Value		Deficit			Total
Balance at April 1, 2018		-	$	-		35,568,775	$	355,689	$	10,092,727	$	(8,270,732	)	$	2,177,684
Stock compensation		-		-		-		-		4,539					4,539
Net income		-		-		-		-		-		84,287			84,287

Balance at June 30, 2018		-	$	-		35,568,775	$	355,689	$	10,097,266	$	(8,186,445	)	$	2,266,510

	Preferred Stock				Common Stock
	$0.01 Par Value				$0.01 Par Value				Capital in Excess		Accumulated
	Number of shares		Par Value		Number of shares		Par Value		of Par Value		Deficit			Total
Balance at January 1, 2018		-	$	-		35,561,775	$	355,619	$	10,087,843	$	(8,423,577	)	$	2,019,885
Stock compensation										9,143					9,143
Exercise of stock options						7,000		70		280					350
Net income												237,132			237,132

Balance at June 30, 2018		-	$	-		35,568,775	$	355,689	$	10,097,266	$	(8,186,445	)	$	2,266,510

No.	Description
31.1	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.

101.INS	XBRL Instance

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation

101.DEF	XBRL Taxonomy Extension Definition

101.LAB	XBRL Taxonomy Extension Labels

101.PRE	XBRL Taxonomy Extension Presentation

Mikros Systems Corporation
Statements of Shareholders' Equity

Mikros Systems Corporation
Statements of Cash Flows
(unaudited)

	MIKROS SYSTEMS CORPORATIO

August 14, 2019	By:	/s/ Thomas J. Meaney


		Thomas J. Meaney
		Chief Executive Officer and Chief Financial Officer