U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission File No. 2-67918
Mikros Systems Corporation
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 14-1598200
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
707 Alexander Road, Building Two, Suite 208, Princeton, New Jersey 08540
(Address of Principal Executive Offices)
(609) 987-1513
(Issuer's Telephone Number,
Including Area Code)
(Former Address, If Changed Since Last Report)
Check whether the Issuer: (1) 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: X No:
State the number of shares outstanding of each of the Issuer's classes of
common stock, as of September 30, 2000:
Class Number of Shares
Common Stock, Par Value $.01 30,909,063
Transitional Small Business Disclosure Format (check one):
Yes: X No:
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements................................... 3
CONDENSED BALANCE SHEET
as of September 30, 2000...................................... 4
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended and the Nine Months Ended
September 30, 2000 and 1999................................... 6
CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended and Nine Months Ended
September 30, 2000 and 1999................................... 7
NOTES TO THE CONDENSED FINANCIAL STATEMENTS .......... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 10
Results of Operations............................................. 11
Liquidity and Capital Resources................................... 11
PART II OTHER INFORMATION
Item 5. Other Information......................................... 13
Item 6. Exhibits and Reports on Form 8-K.......................... 13
SIGNATURES........................................................ 14
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the
following consolidated financial statements pursuant to the rules and
regulations of the Securities and Exchange Commission, although Mikros
Systems Corporation (the "Company") believes that such financial
disclosures are adequate to assure that the information presented is not
misleading in any material respect. The following financial statements
should be read in conjunction with the year-end financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
The results of operations for the interim periods presented herein are not
necessarily indicative of the results to be expected for the entire fiscal
year.
MIKROS SYSTEMS CORPORATION
CONDENSED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30,
ASSETS 2000
---------------------------- ---------------
CURRENT ASSETS
Cash $ 17,286
Accounts Receivable, net of
Allowances 41,487
Other Current Assets 4,954
------------
TOTAL CURRENT ASSETS 63,727
-------------
EQUIPMENT 59,722
Less: Accumulated Depreciation 51,255
------------
EQUIPMENT, NET 8,467
------------
OTHER ASSETS
Patents in Process 2,206
Patent Costs, Net 25,904
------------
TOTAL OTHER ASSETS 28,110
TOTAL ASSETS $ 100,304
========
MIKROS SYSTEMS CORPORATION
CONDENSED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30,
LIABILITIES AND SHAREHOLDERS' DEFICIENCY 2000
-----------
CURRENT LIABILITIES
Accounts Payable $ 80,442
Accrued Payroll and Payroll Taxes 21,686
Accrued Expenses 22,619
Advances from related party 68,240
Unliquidated Progress Payments and Other
Customer Advances 15,000
-----------
TOTAL LIABILITIES 207,987
-----------
COMMITMENTS AND CONTINGENCIES
MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK
par value $.01 per share, authorized 150,000
shares, issued and outstanding 5,000 shares 80,450
-----------
SHAREHOLDERS' DEFICIENCY
Preferred Stock, convertible,
par value $.01 per share, authorized 2,000,000
shares, issued and outstanding 255,000 2,550
Preferred Stock, Series B convertible, par value
$.01 per share, authorized 1,200,000 shares, issued
and outstanding 1,131,663 11,316
Preferred Stock, Series D, par value $.01 per
share, 690,000 shares authorized, issued and
outstanding 6,900
Common Stock, par value $.01 per share,
authorized 60,000,000 shares, issued and
outstanding 30,909,063 309,091
Capital in excess of par 11,331,710
Accumulated deficit (11,849,700)
--------------
TOTAL SHAREHOLDERS' DEFICIENCY ( 188,133)
---------------
TOTAL LIABILITIES AND SHAREHOLDERS'
DEFICIENCY $ 100,304
============
MIKROS SYSTEMS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
-------------------- ------------------ ------------------ ------------------
Revenues:
Royalties $ 19,755 $ 23,258 $ 43,369 $ 41,651
--------- --------- -------- --------
Total Revenues 19,755 23,258 43,369 41,651
--------- --------- -------- --------
Cost of Sales:
Contract Research
and Development - 10,000 - 19,009
--------- --------- -------- --------
Total Cost of Sales - 10,000 - 19,009
--------- --------- -------- --------
Gross Margin 19,755 13,258 43,369 22,642
--------- --------- --------- --------
Expenses:
Research &
Development - 58,721 - 459,268
General &
Administrative 38,259 33,799 122,156 110,934
Interest 8,400 - 8,400 -
--------- --------- --------- --------
Total Operating
Expenses 46,659 92,520 130,556 570,202
--------- --------- ---------- --------
Operating Loss
before
Extraordinary
Items (26,904) (79,262) (87,187) (547,560)
Extraordinary Items:
Gain from Sale of Government
Contracts - - - 234,722
Gain on the Settlement of
Accounts Payable
Debt - 6,818 - 8,892
Gain from Disposition
of Asset - - 4,377 -
-------- --------- ---------- ----------
Net Loss $ (26,904) $ (72,444) $ (82,810) $ (303,946)
========= ========= ========= ==========
Basic Loss per
Share $ - $ - $ - $ (0.02)
Basic Earnings per
share extraordinary
Items $ - $ - $ - $ 0.01
--------- ----------- ----------- -----------
Basic Loss
per share $ - $ - $ - $ (0.01)
========== ========== ========== ==========
Weighted average number
of shares
outstanding 29,743,499 28,588,963 29,102,343 28,259,903
========== ========== ========== ==========
MIKROS SYSTEMS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------ ------------------ ------------------ -------------------
Cash Flows from
Operating Activities:
Net Loss $ (26,904) $ ( 72,444) $ (82,810) $ (303,946)
Adjustments to reconcile Net Loss
to Net Cash Provided (Used) by
Operating Activities:
Gain from
Disposition
of Asset - - (4,377) -
Settlement of
Accounts Payable - (6,818) - (8,892)
Depreciation
and Amortization 530 539 1,590 1,616
Interest 8,400 - 8,400 -
Asset Impairment - 10,000 - 20,000
Net Changes in Operating Assets and
Liabilities:
(Increase) Decrease in:
Accounts
Receivable 8,485 - 17,092 22,023
Other Current
Assets (1,445) 1,200 (4,454) 4,702
Other Asset
(Patent in
Process) (2,206) - (2,206) -
Increase (Decrease) in:
Accounts
Payable 13,021 4,067 27,883 (18,741)
Accrued Payroll
and Payroll Taxes (3,554) (740) (3,554) (692)
Other Liabilities and Accrued
Expenses (1,506) 53,570 15,712 230,302
-------- -------- -------- ---------
Net Cash Used in
Operations (5,179) (10,626) (26,724) (53,628)
-------- -------- -------- ---------
Cash Flows from Investing Activities
Sale of Equipment - - 6,000 -
-------- -------- -------- ---------
Cash Flows from
Financing Activities:
Repayment of Debt from Capital
Leases - (19,245) - (19,245)
Advance from
Related Party - - 1,432 -
Proceeds from the Exercise of
Warrants
and Options - - 2,812 -
-------- --------- --------- --------
Net Cash Provided by (used in)
Financing
Activities: - (19,245) 4,244 (19,245)
-------- --------- --------- ---------
Net Decrease
in Cash (5,179) (29,871) (16,480) (72,873)
Cash at Beginning
of Period 22,465 57,981 33,766 100,983
-------- ---------- ---------- ----------
Cash at End
of Period $ 17,286 $ 28,110 $ 17,286 $ 28,110
======= ======== ======== ========
Supplemental disclosure of non-cash
information:
Engineering Services
Utilized $ - $ - $ - $ 234,722
Stock Issued from Conversion of Secured
Debt $ 97,500 $ - $ 97,500 $ 70,000
Stock Issued from Conversion of Non-
Secured
Debt $ 18,400 $ - $ 249,346 $ -
MIKROS SYSTEMS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) SEPTEMBER 30, 2000
Note 1 - Basis of Presentation:
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations. These 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, 1999.
In the opinion of the Company's management the accompanying unaudited
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 September 30, 2000 and the results of its
operations and its cash flows for the nine months ended September 30, 2000.
Interim results are not necessarily indicative of results for the full
fiscal year.
Basic loss per common share was calculated based upon the net loss available
to common stockholders divided by the weighted average number of shares of
common stock outstanding during the period.
The Company's financial statements have been prepared assuming that the
Company will be able to continue 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 September 30, 2000 its current liabilities exceed its current
assets by $144,260. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans
and intentions on the going concern issue are discussed below. The financial
statements do not include any adjustments that would be required if the
Company were unable to continue as a going concern.
In order to continue as a going concern, the Company will need to 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 obtain
financing and/or equity capital to support further development for its
commercial wireless business and 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.
Note 2 - Stockholders' Equity:
MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK
The Series C Preferred Stock, was issued in 1988 in order to satisfy notes
payable and other trade accounts payable pursuant to a debt restructuring.
The Series C Preferred Stock is not convertible into any other class of the
Company's stock and is subject to redemption at the Company's option at any
time and redemption is mandatory if certain events occur, such as capital
reorganizations, consolidations, mergers, or sale of all or substantially
all of the Company's assets. Upon any liquidation, dissolutione or winding
up of the Company, each holder of Series C Preferred Stock will be entitled
to be paid, before any distribution or payment is made upon any other
class of stock of the Company, an amount in cash equal to the redemption
price for each share of Series C Preferred Stock held by such holder, and
the holders of Series C Preferred Stock will not be entitled to any further
payment. The redemption price per share is $16.09.
MIKROS SYSTEMS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) CONT'D
SEPTEMBER 30, 2000
SERIES B CONVERTIBLE PREFERRED STOCK
The Series B Preferred Stock, was issued in 1988 in order to satisfy notes
payable and other trade accounts payable pursuant to a debt restructuring.
Each share of Series B Preferred Stock is convertible into three shares of
the Company's common stock at a price of $.33 per share of common stock to
be received upon conversion and entitles the holder thereof to cast three
votes on all matters to be voted on by the Company's Shareholders. Upon
any liquidation, dissolution, or winding up of the Company, each holder
of Series B Preferred Stock will be entitled to be paid, after all
distributions of payments are made upon the Series C Preferred Stock and
before any payment is made upon the Company's Convertible Preferred Stock, an
amount in cash equal to $1.00 for each share of Series B Preferred Stock
held, and such holders will not be entitled to any further payment.
SERIES D PREFERRED STOCK
The Series D Preferred Stock was issued in 1993 in order to partially
satisfy notes payable and accrued interest thereon pursuant to a debt
restructuring. The Series D Preferred Stock provides for an annual
cumulative dividend of $.10 per share. The shares are not convertible into
any other class of stock and are subject to redemption at the Company's
option at any time at a redemption price of $1.00 per share plus all unpaid
cumulative dividends. Upon liquidation, dissolution or winding up of the
Corporation, each holder of Series D Preferred Stock will be entitled to be
paid , after all distribution or payments
are made upon the Corporation's Convertible Preferred Stock,
Series B Preferred Stock, and Series C Preferred Stock, an amount in cash
equal to the Redemption Price for each share of Series D Preferred Stock
held by such holder. The holders of Series D Preferred Stock will not be
entitled to any further payment.
The Company has neither paid nor declared dividends on its Common Stock
since its inception and does not plan to pay dividends on its Common Stock
in the foreseeable future.
The Company expects that any earnings which the Company may realize and
which are not paid as dividends to holders of Preferred Stock will be
retained to finance the growth of the Company.
Note 3 - Financing:
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 $122,500 from officers and directors). The promissory
notes were for a term of approximately eighteen months, bearing interest at
12% on the unpaid balance, and were 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 inmaterial and no accounting recognition was given to their
issuance.
In October 1996, all of the note holders 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
inmaterial. Accordingly, no accounting recognition has been given to this
modification of terms.
During 1998, the Company paid the investors all of the interest accrued on
promissory notes payable through May 15, 1998. No additional interest
accrued after that date. At that time, the Company offered to convert the
notes at face value to stock valued at $.06 per share in order to
restructure its debt. Most of the investors elected to convert. As a
result, 8,504,177 shares of common stock were issued. Three of the note
holders (not related parties) chose not to convert notes totalling $105,000.
During September 2000, the remaining note holders converted their notes
to stock valued at $.25 per share.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview
Mikros Systems Corporation was founded in 1978 in Albany, New York to
exploit microprocessor technology developed at the General Electric
Research and Development Center for the military defense industry. The
Company was incorporated under the laws of the State of Delaware in 1978
and acquired all rights of General Electric Venture Capital Corporation, a
subsidiary of General Electric Company, to certain microcomputer technology.
The Company's headquarters are located at 707 Alexander Road, Suite 208,
Princeton, New Jersey; telephone (609) 987-1513.
The knowledge base and proprietary technology developed were recognized by
the Company as applicable to the rapidly expanding wireless business in the
commercial sector. The rigorous radio transmission environment as well as
the challenges of underwater signal processing required Mikros scientists to
invent new methods for optimizing the bandwidth for a higher data throughput.
In 1995, the Company decided to also pursue commercial contracts which
would employ these advanced techniques to enhance the data transmission
rates in the AM and FM radio spectrum.
In 1996, Safeguard Scientifics (Delaware), Inc., invested $1 million in
Mikros in exchange for 10% ownership in the Company. At the same time,
Mobile Broadcasting Corporation (MBC) was created to exploit the AM radio
technology, particularly in mobile or portable platforms such as automobiles.
Initially, Safeguard invested $1 million in MBC for 75% ownership whereas
Mikros owned the remaining 25%. Mikros' share in MBC was subsequently
diluted to 18%, as a result of an additional capital investment of
$1,200,000 by Safeguard. In 1998, Mikros' share increased to 50% as a result
of the Company's investment arising from the use of its engineering credits.
Data Design and Development Corporation (3D) was also founded in 1996 as
part of the Safeguard Scientific agreement and retains ownership of the
AM and FM technology. 3D has licensed the FM technology rights in North
America to Mikros and the AM technology rights in North America to MBC.
Mikros and Safeguard collectively own over 49 % of 3D shares.
Mikros entered negotiations in late 1997 for the sale of its military
contracts to General Atronics Corporation (GAC). The resulting
transaction was concluded in 1998 and included a $600,000 cash payment
and a 2% royalty to be paid to the Company over four years on all data
terminal set sales. In addition, the purchaser was obligated to supply
$1,000,000 in engineering services to the Company which will continue to be
expended on the AM data program in cooperation with MBC.
Mikros' commercial business assets now consist of both the original FM
technology and the AM Radio technology. Continued development of the FM
technology has been postponed in order to direct all of the Company's
resources to the AM Radio technology.
The digital system Mikros is developing for AM radio data transmission will
allow simultaneous broadcasting of the present radio signal with a digital
signal. Mikros believes this can be accomplished with minimal disturbance
to the existing radio channel. This system will require a minor
modification to the radio station transmitter which is not expected to
require new FCC approval since adjacent channel interference is avoided.
The Company has completed the Alpha Phase of its development program for the
AM data broadcasting. Live on the air tests have demonstrated the
Company's ability to simultaneously broadcast a data signal along with
regular audio programming. The data are received using a prototype custom
data radio that has been developed by the Company.
Certain matters discussed in this Form 10-QSB are "forward-looking
statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation, statements regarding
technology under development, strategies and objectives. The
forward-looking statements include risks and uncertainties, including,
but not limited to, the anticipated size of and growth in the markets for
the Company's products, the trends favoring the use of the Company's proposed
commercial products, the anticipated demand for the Company's new products,
the timing of development and implementation of the Company's new product
offerings, the utilization of such products by the Company's clients and
trends in future operating performance, and other factors not within the
Company's control. The factors discussed herein and expressed from time to
time in the Company's filings with the Securities and Exchange Commission
could cause actual results and development to be materially different from
those expressed in or implied by such statements. The forward-looking
statements made herein are only made as of the date of this report and the
Company undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.
Results of Operations
---------------------
Nine Months Ended September 30, 2000
Total revenues were $19,755 for the third quarter ended September 30, 2000
and $43,369 for the nine months ended September 30, 2000 compared to
$23,258 for the quarter ended September 30, 1999 and $41,651 for the nine
months ended September 30, 1999. The 1999 and 2000 revenues represent
royalties earned pursuant to the Company's divestiture of its military
contracts.
General and administrative expenses for the third quarter ended September
30, 2000 were $38,259 versus $33,799 in the quarter ended September 30,
1999. G & A costs include salaries, payroll taxes, legal and accounting
costs and other miscellaneous expenses.
Interest expense of $8,400 was recorded during the third quarter of 2000 as
part of a conversion of debt to stock. No interest was recorded during
the year 1999.
Net loss for the nine months ended September 30, 2000 was $82,810 versus a
net loss of $303,946 for the same period in 1999.
Liquidity and Capital Resources
-------------------------------
Since its inception, the Company has financed its operations through debt,
private and public offerings of equity securities and cash generated by
operations.
At September 30, 2000, the Company had cash and cash equivalents of
approximately $17,286 for September 30, 2000, the Company had negative
working capital of $144,260.
Net cash used in operating activities was approximately $5,000 which includes
changes in certain of the Company's operating assets and liabilities and
the net loss for the nine months ended September 30, 2000.
Commencing April 10, 1998, for a period of four years, the Company is
receiving a royalty of 2% of all data terminal sales by General Atronics
Corporation (GAC). The royalty agreement provides for quarterly reports and
payments based on the GAC shipments and receipts during the quarter.
The cash receipts for royalties for the quarter ended September 30, 2000
were $28,241.
Mikros is presently seeking $5,000,000 in financing in order to implement
its business plan. There is no guarantee that the Company will be able to
obtain the necessary financing or that the application contemplated will be
embraced by potential users.
The Company intends to continue the development and marketing of its
commercial applications of its wireless communications technology both
directly and through its relationship with MBC. In order to continue such
development and marketing, the Company will be required to raise additional
funds. The Company intends to consider the sale of additional debt and
equity securities under appropriate market conditions, alliances or other
partnership agreements with entities interested in supporting the Company's
continuation of the Company's operations and research programs. There can be
no assurance, assuming the Company successfully raise additional funds or
enters into business alliances, that the Company will achieve profitability
or positive cash flow. If the Company is unable to obtain additional
adequate financing or enter into such business alliances, management will
be required to sharply curtail its operations. Failure to obtain such
additional financing on terms acceptable to the Company may materially
adversely affect the Company's ability to continue as a going concern.
Year 2000 Compliance
----------------------------
In prior years, the Company discussed the nature and progress of its plan to
become Year 2000 ready. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission
critical information technology and non-information technology systems and
believes those systems successfully responded to the Year 2000 date change.
The Company is not aware of any material problems resulting from Year 2000
issues, either with its products, its internal systems, or the products and
services of third parties. The Company will continue to monitor its
mission critical computer applications and those of its suppliers and
vendors throughout the Year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.
PART II. OTHER INFORMATION
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description of Exhibit
27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Mikros Systems Corporation
DATE: November 14, 2000 By:/s/ Thomas J. Meaney
President
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