SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED: March 31, 1998 COMMISSION FILE #: 2-67918-NY
MIKROS SYSTEMS CORPORATION
--------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 14-1598200
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification#)
Incorporation or Organization)
707 Alexander Road, Suite 208, Princeton, NJ 08540
-------------------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
Registrant's Telephone Number, Including Area Code: 609-987-1513
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 preceding 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 [X]No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS March 31, 1998
- ---------------------------- ----------------
COMMON STOCK, PAR VALUE $.01 13,451,452 SHARES
- --------------------------------------------------------------------
<PAGE>
MIKROS SYSTEMS CORPORATION
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page #
ITEM I - FINANCIAL STATEMENTS
Balance Sheets at March 31, 1998 and December 31, 1997
(Unaudited)................................................. 1
Statements of Operations for the Three Months Ended
March 31, 1998 and 1997 (Unaudited) ........................ 3
Statements of Shareholders' Equity for the Years ended
1996 and 1997 and Three Months Ended March 31, 1998
(Unaudited)................................................. 4
Statements of Cash Flows for the Three Months Ended
March 31, 1998 and 1997 (Unaudited)......................... 5
Notes to the Financial Statements........................... 6
ITEM II
Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 10
PART II - OTHER INFORMATION.................................... 12
<PAGE>
<PAGE>
MIKROS SYSTEMS CORPORATION
BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
ASSETS 1998 1997
- ------------------------------ ------------ ------------
CURRENT ASSETS
Cash $ 115,636 $ 85,592
Accounts Receivable
Government 37,662 342,726
Trade 16,655 112,258
Inventories - 5,293
Other Current Assets 9,910 9,561
------------ ------------
TOTAL CURRENT ASSETS 179,863 555,430
------------ ------------
PROPERTY & EQUIPMENT
Equipment 135,530 135,530
Furniture and Fixtures - 50,241
------------ ------------
TOTAL 135,530 185,771
Less: Accumulated Depreciation ( 52,481) (100,672)
------------ ------------
PROPERTY & EQUIPMENT, NET 83,049 85,099
------------ ------------
OTHER ASSETS:
Unbilled Receivables - 3,837
Patent Costs, Net 14,315 14,609
Other Assets 17,428 17,048
------------ ------------
TOTAL OTHER ASSETS 31,743 35,494
------------ ------------
TOTAL ASSETS $ 294,655 $ 676,023
============ ============
See Notes to Financial Statements
<PAGE>
MIKROS SYSTEMS CORPORATION
BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND MARCH 31, DECEMBER 31,
SHAREHOLDERS' DEFICIENCY 1998 1997
- ------------------------------------------ ----------- ------------
CURRENT LIABILITIES
Accounts Payable $ 661,214 $ 685,139
Notes Payable
Bank 7,663 9,271
Related Parties 547,500 547,500
Other 446,500 446,500
Obligations under Capital Leases 23,967 23,967
Accrued Payroll and Payroll Taxes 45,307 35,391
Accrued Interest 66,294 34,712
Accrued Vacations 15,042 84,821
Accrued Expenses 119,266 84,241
Unliquidated Progress Payments and Other
Customer Advances 15,000 122,849
------------ ------------
TOTAL CURRENT LIABILITIES 1,947,753 2,074,391
------------ ------------
NOTES PAYABLE -Bank - 716
------------ ------------
TOTAL LIABILITIES 1,947,753 2,075,107
------------ ------------
COMMITMENTS AND CONTINGENCIES
MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK
par value $.01 per share, authorized 150,000
shares, issued and outstanding 5,000 shares
in 1998 and 1997 80,450 80,450
------------ ------------
SHAREHOLDERS' DEFICIENCY
Common Stock, par value $.01 per share,
authorized 25,000,000 shares, issued and
outstanding 13,451,452 shares in 1998 and 1997 134,515 134,515
Preferred Stock, convertible,
par value $.01 per share, authorized 2,000,000
shares, issued and outstanding 255,000 shares
in 1998 and 1997 2,550 2,550
Preferred Stock, Series B convertible, par value
$.01 per share, authorized 1,200,000 shares, issued
and outstanding 1,131,663 shares in 1998 and 1997 11,316 11,316
Preferred Stock, Series D, par value $.01 per
share, 690,000 shares authorized, issued and
outstanding in 1998 and 1997 6,900 6,900
Capital in excess of par 10,248,378 10,248,378
Accumulated deficit (12,137,207) (11,883,193)
------------ ------------
TOTAL SHAREHOLDERS' DEFICIENCY (1,733,548) (1,479,534)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY $ 294,655 $ 676,023
============ ============
See Notes to Financial Statements
<PAGE>
<PAGE>
MIKROS SYSTEMS CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended,
March 31, 1998 March 31, 1997
-------------- --------------
Revenues:
Equipment Sales $ 333,592 $ 385,404
Contract Research and Development 46,874 190,284
----------- ----------
Total Revenues 380,466 575,688
Cost of Sales:
Equipment Sales 317,618 297,714
Contract Research and Development 41,914 126,289
----------- ----------
Total Cost of Sales 359,532 424,003
----------- ----------
Gross Margin 20,934 151,685
----------- ----------
Expenses:
Research & Development 98,647 109,009
General & Administrative 143,870 256,267
Interest 32,431 32,544
----------- ----------
Total Expenses 274,948 397,820
----------- ----------
Net Income (Loss) ($254,014) ($246,135)
=========== ==========
Net Income (Loss) per share ($0.02) ($0.02)
=========== ==========
Weighted average number of
shares outstanding 13,451,452 12,018,827
=========== ===========
See Notes to Financial Statements
<PAGE>
<PAGE>
MIKROS SYSTEMS CORPORATION
STATEMENTS OF SHAREHOLDERS DEFICIENCY
(UNAUDITED)
<TABLE>
<CAPTION> Common Preferred Preferred
Stock Stock Stock B
$.01 PAR $.01 PAR $.01 PAR
VALUE VALUE VALUE
--------- ------- -------- -------- -------- -------
PAR PAR PAR
SHARES VALUE SHARES VALUE SHARES VALUE
--------- ------- -------- -------- -------- ------
<C> <C> <C> <C> <C> <C>
Balance December 31, 1995 7,352,108 $73,521 1,005,000 $10,050 $1,131,663$11,316
Year Ended December 31, 1996:
Issuance of Common Stock 2,582,844 25,829
Sale of Common Stock 1,912,000 19,120
Net Loss
--------- ------- -------- -------- ------- --------
Balance-December 31, 1996 11,846,952 118,470 1,005,000 10,050 1,131,663 11,316
Year Ended December 31, 1997
Issuance of Common Stock 854,500 8,545
Conversion of Preferred Stock 750,000 7,500 (750,000) (7,500)
Net Loss
--------- ------- -------- -------- ------- -------
Balance December 31, 1997 13,451,452 134,515 255,000 2,550 1,131,663 11,316
Three Months Ended
March 31, 1998
Net Loss
--------- ------- -------- ------- -------- -------
Balance March 31, 1998 13,451,452$134,515255,000$2,5501,131,663 $11,316
========= ======= ======= ======== ======== ======
Preferred
Stock D Capital
$.01 PAR in excess Accumulated
VALUE of Par Deficit
--------- ------- --------- -----------
PAR
SHARES VALUE
--------- ------- --------- -----------
Balance December 31, 1995 690,000 $6,900 $ 9,248,364 ($9,831,002)
Year Ended December 31, 1996:
Issuance of Common Stock 29,304
Sale of Common Stock 940,880
Net Loss ( 1,447,641)
--------- ------- ---------- ------------
Balance-December 31, 1996 690,000 6,900 10,218,548 (11,278,643)
Year Ended December 31, 1997
Issuance of Common Stock 29,830
Conversion of Preferred Stock
Net Loss (604,550)
--------- ------- ---------- ------------
Balance December 31, 1997 690,000 6,900 10,248,378 ( 11,883,193)
Three Months Ended
March 31, 1998
Net Loss (254,014)
--------- ------- ---------- ------------
Balance December 31, 1997 690,000 $ 6,900 $10,248,378 ($12,137,207)
========= ======= ========== ============
</TABLE>
See Notes to Financial Statements
<PAGE>
<PAGE>
MIKROS SYSTEMS CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
The Three Months Ended
March 31, 1998 March 31, 1997
-------------- --------------
Cash Flows Provided (Used) by Operating
Activities:
Net Loss ($254,014) ($246,135)
Adjustments to reconcile Net Loss
to Net Cash Provided (Used) by Operating
Activities:
Depreciation and Amortization 2,344 20,418
Net Changes in Operating Assets and
Liabilities:
(Increase) Decrease in:
Accounts Receivable 400,667 41,094
Unbilled Receivables 3,837 4,824
Inventories 5,293 (33,997)
Other Current Assets (349) (4,868)
Other Assets (380) (1,989)
Increase (Decrease) in:
Accounts Payable (23,925) 5,288
Accrued Payroll and Payroll Taxes 9,916 (2,417)
Unliquidated Progress Billings and
Other Customer Advances (107,849) 142,093
Other Liabilities and Interest (3,172) 83,013
--------- ---------
Net Cash Provided (Used) by Operations 32,368 7,324
Cash Flows Provided (Used) by Investing
Activities:
Equipment Purchases - (69,947)
Cash Flows Provided (Used) by Financing
Activities:
Proceeds from Exercise of Options
And Warrants - 15,812
Repayment of Debt and Capital Leases (2,324) (25,310)
--------- ---------
Net Cash Provided (Used) by Financing
Activities: (2,324) (9,498)
--------- ---------
Net Increase (Decrease) in Cash 30,044 (72,121)
Cash at Beginning of Period 85,592 395,120
---------- ---------
Cash at End of Period $115,636 $ 322,999
========== ==========
Supplemental disclosure of cash flow
information:
Cash paid during the quarter for interest $ 219 $31,507
========= ==========
See Notes to Financial Statements
<PAGE>
<PAGE>
MIKROS SYSTEMS CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
- ------------------------------
The Company's financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the continuation of
the Company as a going concern. The Company has sustained substantial operating
losses in recent years. In addition, the Company has used substantial amounts of
working capital in its operations. Further, at March 31, 1998, its current
liabilities exceed its current assets by $1,767,890, and at December 31, 1997,
its current liabilities exceed its current assets by $1,518,961.
As shown in the accompanying financial statements, the Company incurred a net
loss of $254,014 for the quarter ended March 31, 1998, and as of March 31, 1998,
had an accumulated deficit of $12,137,207. As of March 31, 1998, the Company
was in arrears for its March, 1998 and December, 1997 interest payments and
could not meet its principal repayment obligations in 1998.
Management is attempting to restructure its notes obligations with related
parties and other note holders. Starting in April 1998, the Company began
negotiating settlement agreements with its vendors to settle its accounts
payable for reduced amounts. In order to continue as a going concern, the
Company will incur substantial expenditures to develop and market its commercial
wireless communications business.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent on the Company being able to restructure
its obligations and to obtain financing to support continuing operations.
Management believes that actions presently being taken to revise the
Company s operating and financial requirements provide the opportunity
to continue as a going concern.
As permitted by rules of the Securities and Exchange Commission applicable to
quarterly reports on Form 10-Q, these notes are condensed and do not contain
all disclosures required by generally accepted accounting principles.
Reference should be made to the financial statements and related notes
included in the Company's 1997 Annual Report on Form 10-K.
In the opinion of the management of Mikros Systems Corporation, the
accompanying financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the Company's financial
position at March 31, 1998, the changes in deficiency in assets, and the
results of operations, and cash flows for the three-month periods ended
March 31, 1998 and 1997.
The results disclosed in the Statements of Operations for the three months
ended March 31, 1998 are not necessarily indicative of the results to be
expected for the full year.
<PAGE>
NOTE B - NOTES AND LOANS PAYABLE
- --------------------------------
1) Outstanding Debt is summarized as follows:
03/31/98 12/31/97
-------- --------
Notes Payable to Banks $ 7,663 9,987
Related Parties 547,500 547,500
Other Notes Payable 446,500 446,500
-------- --------
$1,001,663 $1,003,987
========== ==========
2) Financing Transactions
- --------------------------
1996 Financing
- --------------
In a series of transactions from February through May 1996, the Company issued
secured promissory notes and warrants to raise an aggregate of $641,500
(including $140,000 from officers and directors).
The promissory notes are for a term of approximately eighteen months, bear
interest at 12% on the unpaid balance, and are secured by certain assets of
the Company. In addition, the Company issued warrants to purchase five (5)
shares of Common Stock at $0.01 per share for each dollar of debt. The value
of the warrants was immaterial and no accounting recognition was given to
their issuance.
In October 1996 all of the noteholders of the 1996 and the 1992-93 financings
agreed to a deferral of principal payments in exchange for the right to
convert outstanding debt to Common Stock of the Company at a rate of one (1)
share of stock for $1.00 of debt. The Company determined that the fair value
of the conversion feature was immaterial. Accordingly, no accounting
recognition has been given to this modification of terms.
As of March 31, 1998, the Company was in arrears its December, 1997 and March,
1998 interest payments.
Safeguard Scientifics (Delaware) Inc. (SSI)
- ------------------------------------------------------------
On November 15, 1996, the Company, all of its secured creditors from its 1996
and 1992-93 financings and SSI entered into an agreement. Under the agreement
SSI paid $1,000,000 to the Company.
- - SSI received: 1) 1,912,000 shares of Common Stock of the Company; 2) a
warrant to purchase 2,388,000 shares of Common Stock at $0.65 per share;
3) a warrant to purchase 3,071,000 shares at $0.78 per share; 4) a 75%
interest in an exclusive, royalty-free, perpetual license of the AM
technology in the United States, Canada and Mexico (through SSI's
ownership in MBC); and 5) a 33 1/3% interest in the FM and AM technology
(through SSI's ownership in 3D). This transaction is more fully
described below.
- - Two (2) new companies were formed, Data Design and Development
Corporation (3D) and Mobile Broadcasting Corporation (MBC). The Company
received one-third of 3D in exchange for certain of its AM and FM
<PAGE>
technology. SSI received one-third of 3D in exchange for a commitment
to invest up to $1,000,000 in MBC. The secured creditors received
one-third of 3D and released their security interest in the technology
transferred. The Company received 25% of MBC for $50. SSI received
75% of MBC for $200,000.
- - 3D granted MBC an exclusive, royalty-free, perpetual license to the AM
technology in the United States, Canada and Mexico. 3D granted the
Company an exclusive, royalty-free, perpetual license to the FM
technology in the United States, Canada and Mexico. 3D retained rights
to the AM and FM technology in the rest of the world. The Company and
MBC entered into a consulting arrangement under which the Company will
be paid for the development of the AM technology. 3D will own the
rights to such technology.
The Company is unable to assign fair values to these transactions. No amount
of cash consideration was considered attributable to a sale of the AM or FM
technology or to the license thereto. No gain was recognized on the transfer
of the technology. The entire amount of the cash consideration received from
SSI was recorded as a sale of Common Stock.
In connection with the sale of the Common Stock and the Warrants, the Company
granted to SSI certain piggyback and demand registration rights with respect
to the Common Stock and the Common Stock underlying the Warrants. In
addition, the Company granted to SSI a right of first refusal pursuant to
which, subject to certain conditions, in the event the Company issues,
sells or exchanges any securities, it must first offer such securities to SSI
and such offer must remain open and irrevocable for 30 days. Such right of
first refusal may only be waived in writing and terminates at such time as SSI
owns less than 10% of the Common Stock.
Pursuant to the Purchase Agreement, as long as SSI owns 1% or more of the
Company's outstanding equity securities, on a fully-diluted basis, the Company
is obligated to, among other things: (i) permit SSI to inspect the operations
and business of the Company; and (ii) fix and maintain the number of Directors
on the Board of Directors at eight members. In addition, the Purchase
Agreement also provides that as long as SSI owns such 1%, the Company is
subject to certain negative covenants, including, among other things,
restrictions on: (i) transactions with affiliates of the Company; (ii) certain
indebtedness; and (iii) amendments to the Company's Certificate of
Incorporation and Bylaws.
In connection with the transaction, the Company entered into a voting
agreement pursuant to which each of Joseph R. Burns, Thomas J. Meaney, Wayne
E. Meyer, Frederick C. Tecce and John B. Torkelsen, each a director of the
Company (collectively, the "Management Shareholders"), agreed to vote an
aggregate of approximately 6,659,214 votes for the election of two designees
of SSI to the Board of Directors of the Company.
1992-93 Financing
- -----------------
In a series of transactions consummated on October 27, 1992 and April 27,
1993, Joseph R. Burns, Thomas J. Meaney, Wayne E. Meyer, Frederick C. Tecce,
and John B. Torkelsen, individually and not as a group, (collectively referred
to herein as the "Investors") acquired certain loan and equity interests in
the Company from other debt and equity holders.
<PAGE>
Pursuant to such transactions, each of the Investors acquired, in
consideration of an aggregate of $250,000 (each of the Investors individually
paying $50,000 in cash), twenty percent of (i) 50,000 shares of Common Stock,
$.01 par value ("Common Stock"), of the Company (ii) promissory notes of the
Company in the aggregate principal amount of $916,875 (collectively, the
"Investor Notes), (iii) warrants ("Series C Warrants") to purchase 97,500
shares of Series C Preferred Stock, $.01 par value, of the Company and (iv)
certain loan and equity rights in the Company, including without limitation,
rights under loan agreements, an investment agreement, a note purchase
agreement, and all documents related to such agreements.
Pursuant to such loan documents, among other things, the Company is prohibited
from paying dividends on its Common Stock, the Company has granted to the
Investors a security interest in all of the assets of the Company and the
Investors have the right to designate 2/7ths of the Board of Directors of the
Company, which right has not been exercised. Each of Messrs. Burns, Meaney,
Meyer and Torkelsen is a Director of the Company.
In December 1993, the Investors agreed to reduce the amounts owed by the
Company under the Investor Notes, including unpaid interest, in exchange for
shares of Common Stock and Preferred Stock issued by the Company. In return
for a reduction in debt of $416,875 and accrued interest of $273,125, the
Company issued 2,750,000 shares of Common Stock and 690,000 shares of Series D
Preferred Stock which provides for an annual cumulative dividend of $.10 per
share. The Investor Notes were modified to provide for principal payments in
sixteen quarterly installments beginning January 1, 1994 and ending on
October 1, 1997.
Interest on the unpaid principal balance is due in quarterly installments
beginning on March 31, 1994. As additional consideration for the modification
of such loans, the Company extended the exercise period for the Series C
Warrants until April 25, 1999. As of December 31, 1996, the Company was in
arrears on six quarterly principal payments. In October 1996, the Investors
authorized deferral of the remaining $312,500 of principal payments until
1998.
As of March 31, 1998, the Company was in arrears for its March, 1998 and
December, 1997 interest payments.
NOTE C - INVENTORIES
- --------------------
There were no inventories at March 31, 1998. Inventories as of December 31,
1997 are stated at the lower of cost or market, computed on the first-in,
first-out method.
NOTE S - SUBSEQUENT EVENTS
- --------------------------
Effective, April 10, 1998, the Company sold substantially all of the tangible
and intangible assets related to its defense contracts. The sales agreement
provided for a sales price of $1,000,000 in engineering services to be
performed by the purchaser for the Company in the future, and $600,000 in
cash. The Company will also receive a royalty of 2% of the total sales of all
Link 11 Data Terminal sets for a period of four years. In connection with the
<PAGE>
sale of the defense contracts, the Company entered into a non-compete
agreement with the purchaser for a period of 5 years. The purchaser is not
assuming the liabilities of the Company, except the Company warranty
obligation under contract N00600-96-C-3063.
A net gain on the sale estimated at $1,500,000 will be recognized upon the
completion of the sale. Results of operations for 1997 included net sales of
$2,945,000 from defense contracts.
<PAGE>
<PAGE>
Part I. Item II.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
REVENUE
- -------
Total revenues were $380,466 for the first quarter ended March 31, 1998
compared to $575,688 for the same period in 1997.
In 1998, revenues from equipment sales were $333,592 or 87.7% of total revenue
compared to $385,404 or 66.9% of total revenue for the first quarter in 1997.
The 1998 equipment revenues represent the final revenues on the Company s
government contracts.
Research and development revenues in 1998 were $46,874 or 12.3% for the first
quarter and $190,284 or 33.1% of total revenue for the first quarter in 1997.
The 1998 research and development revenues represent the revenues on two
contracts which were completed in the first quarter.
COST OF SALES
- -------------
Total Cost of Sales for the quarter ended March 31, 1998 was $359,532 or 94.5%
of total revenue compared to $424,003 or 73.7% of total revenue for the same
period in 1997. Equipment Cost of Sales was $317,618 or 95.2% of equipment
revenue in the first quarter of 1998 compared to $297,714 or 77.2% of
equipment revenue in the first quarter of 1997. Cost of Sales for Contract R
& D was $41,914 or 89.4% of contract R & D revenue and $126,289 or 66.4% of
Contract R & D revenue in the first quarters of 1998 and 1997, respectively.
In 1998 the higher Cost of Sales percentages were mainly because of
unabsorption of fixed overhead costs due to low volume of revenue.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------
Selling, General and Administrative expenses for the quarter ended March 31,
1998 was $143,870 versus $256,267 in the quarter ended March 31, 1997, a
decrease of 43.9%. This decrease is due mainly to downsizing which began in
the second quarter of 1997 and continued into 1998.
INTEREST EXPENSE
- ----------------
Interest expense was $32,431 in the quarter ended March 31, 1998 compared to
$32,544 for the same quarter in 1997.
NET LOSS
- --------
Net loss for the quarter ended March 31, 1998 was $254,014 versus a net loss
of $246,135 for the same period in 1997. The loss was slightly higher in 1998.
Although the level of revenues were significantly less, the increase in the
net loss was not proportionately greater due to cost reductions implemented by
management.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's financial statements for the quarter ended March 31, 1998 have
been prepared on a going concern basis which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course
of business.
The Company incurred a net loss of $254,014 for the quarter ended March 31,
1998, and as of March 31, 1998 had an accumulated deficit of $12,137,207. At
March 31, 1998 the Company had negative working capital of $1,767,890 compared
to negative working capital of $1,518,961 at December 31, 1997. For the
quarter ended March 31, 1998 the Company provided $32,368 by operating
activities. For the same period in 1997, the Company provided $7,324. The
Company expects to continue to incur substantial expenditures to expand its
commercial wireless communications business.
Since its inception, the Company has financed its operations through debt,
private and public offerings of equity securities and cash generated by
operations.
As of March 31, 1998, the Company was in arrears on its December, 1997 and
March 1998 interest payments and could not meet its principal repayment
obligation in 1998. Management is attempting to restructure its note
obligations with related parties and other note holders. In addition, the
Company has negotiated a settlement with over 80% of its vendor accounts
payable.
During 1998, management has divested its military contracts to General
Atronics Corporation (GAC). The agreement, which was finalized in April, 1998,
included terms that included cash in the amount of $600,000, a $1,000,000
credit for engineering services and future royalties. The Company is utilizing
the engineering services credit to continue development of its AM radio
technology. Because GAC hired key Mikros engineers which were involved in the
development, Mikros was able to continue the development and maintain
continuity for the project.
Commencing April 10, 1998, for a period of four years, the Company will
receive a royalty of 2% of all data terminal sales by GAC. The royalty
agreement provides for quarterly reports and payments based on the GAC
shipments and receipts during the quarter.
The Company has negotiated a settlement with over 80% of its vendor accounts
payable.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent on the Company being able to restructure
its obligations and to obtain financing to support continuing operations.
Management believes that actions presently being taken to revise the
Company s operating and financial requirements provide the opportunity
to continue as a going concern.
<PAGE>
<PAGE>
Part II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits. None.
b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the
quarter for which this report is filed.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MIKROS SYSTEMS CORPORATION
(Registrant)
Dated: November 23, 1998
/s/Thomas J. Meaney
-----------------------
Thomas J. Meaney
President
