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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant To Section 13 Or 15(d) Of The

Securities Exchange Act of 1934

For the quarter ended June 30, 2010

Commission file number 000-21129

AWARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts	04-2911026
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

40 Middlesex Turnpike, Bedford, Massachusetts, 01730

(Address of Principal Executive Offices)

(Zip Code)

(781) 276-4000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

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

Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

Indicate the number of shares outstanding of the issuer’s common stock as of July 26, 2010:

Class	Number of Shares Outstanding
Common Stock, par value $0.01 per share	19,927,982 shares

AWARE, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2010

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	Page

Item 1.	Unaudited Consolidated Financial Statements

	Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009	3

	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2010 and June 30, 2009	4

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and June 30, 2009	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Controls and Procedures	19

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 6.	Exhibits	21

	Signatures	21

& #160; 0;

PART 1. FINANCIAL INFORMATION

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS

AWARE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

	June 30, 2010			December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	39,129		$	39,669
Accounts receivable, net		4,533			3,565
Inventories		1,334			1,113
Prepaid expenses and other current assets		333			363
Total current assets		45,329			44,710

Property and equipment, net		6,555			6,744
Other assets, net		33			-
Total assets	$	51,917		$	51,454

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	642		$	327
Accrued expenses		75			127
Accrued compensation		1,020			1,202
Accrued professional		309			282
Deferred revenue		712			563
Total current liabilities		2,758			2,501

Long-term deferred revenue		536			593

Stockholders’ equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized, none outstanding		-			-
Common stock, $.01 par value; 70,000,000 shares authorized; issued and outstanding 19,927,982 as of June 30, 2010 and 19,809,315 as of December 31, 2009		199			198
Additional paid-in capital		76,420			76,032
Accumulated deficit		(27,996	)		(27,870	)
Total stockholders’ equity		48,623			48,360

Total liabilities and stockholders’ equity	$	51,917		$	51,454

The accompanying notes are an integral part of the consolidated financial statements.

AWARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009

Revenue:
Product sales	$	3,911		$	3,852		$	8,562		$	6,671
Contract revenue		346			1,442			555			2,719
Royalties		714			470			1,470			947
Total revenue		4,971			5,764			10,587			10,337

Costs and expenses:
Cost of product sales		840			1,043			1,877			1,556
Cost of contract revenue		74			909			145			1,817
Research and development		2,082			3,058			4,117			6,170
Selling and marketing		1,053			1,184			2,119			2,265
General and administrative		1,416			1,216			2,818			2,429
Total costs and expenses		5,465			7,410			11,076			14,237

Loss from operations		(494	)		(1,646	)		(489	)		(3,900	)
Other income Interest income		325 21			- 61			325 39			- 186

Loss before provision for income taxes		(148	)		(1,585	)		(125	)		(3,714	)
Provision for income taxes		-			1			1			4

Net loss	$	(148	)	$	(1,586	)	$	(126	)	$	(3,718	)


Net loss per share – basic	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.17	)
Net loss per share – diluted	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.17	)

Weighted average shares – basic		19,927			20,666			19,920			21,974
Weighted average shares - diluted		19,927			20,666			19,920			21,974

The accompanying notes are an integral part of the consolidated financial statements.

AWARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended
	June 30,
	2010			2009

Cash flows from operating activities:
Net loss	$	(126	)	$	(3,718	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		260			448
Stock based compensation		548			800
Increase (decrease) from changes in assets and liabilities:
Accounts receivable		(968	)		(2,424	)
Inventories		(220	)		528
Prepaid expenses		30			(241	)
Accounts payable		337			69
Accrued expenses		(107	)		(285	)
Deferred revenue		92			230
Net cash used in operating activities		(154	)		(4,593	)

Cash flows from investing activities:
Purchases of property and equipment		(67	)		(116	)
Expenses from sale of assets		(100	)		-
Purchases of other assets		(60	)		-
Net cash used in investing activities		(227	)		(116	)

Cash flows from financing activities:
Proceeds from issuance of common stock		2			3
Shares surrendered by employees to pay taxes related to unrestricted stock		(161	)		-
Repurchase of common stock		-			(8,950	)
Net cash used in financing activities		(159	)		(8,947	)

Decrease in cash and cash equivalents		(540	)		(13,656	)
Cash and cash equivalents, beginning of period		39,669			45,516

Cash and cash equivalents, end of period	$	39,129		$	31,860

The accompanying notes are an integral part of the consolidated financial statements.

AWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

A) Basis of Presentation

The accompanying unaudited consolidated balance sheet, statements of operations, and statements of cash flows reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of financial position at June 30, 2010, and of operations and cash flows for the interim periods ended June 30, 2010 and 2009.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include all information and notes necessary for a complete presentation of our financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. We filed audited financial statements which included all information and notes necessary for such presentation for the three years ended December 31, 2009 in conjunction with our 2009 Annual Report on Form 10-K. This Form 10-Q should be read in conjunction with that Form 10-K.

The results of operations for the interim period ended June 30, 2010 are not necessarily indicative of the results to be expected for the year.

B) Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) issued authoritative guidance for fair value measurements in September 2006, which defines fair value, establishes a framework for measuring fair value, and expands disclosures assets and liabilities measured at fair value in financial statements. This guidance is set forth in FASB Accounting Standards Codification 820 (ASC 820). We adopted the provisions of ASC 820 as of January 1, 2008, for our financial instruments. Although the adoption of ASC 820 did not materially impact our financial condition, results of operations, or cash flow, we are now required to provide additional disclosures as part of our financial statements.

The fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

For recognition purposes, on a recurring basis we are required to measure available for sale investments at fair value. We had no available for sale investments as of June 30, 2010 or December 31, 2009.

Our cash and cash equivalents, including money market securities, were $39.1 million and $39.7 million as of June 30, 2010 and December 31, 2009, respectively. We classified our cash and cash equivalents within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

C) Inventories

Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in, first-out (“FIFO”) method. Inventory reserves are established for estimated excess and obsolete inventory. Inventories consist primarily of the following (in thousands):

	June 30, 2010		December 31, 2009
Raw materials Finished goods	$	1,334 -	$	1,112 1
Total	$	1,334	$	1,113

D) Computation of Earnings per Share

Basic earnings per share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income or loss by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the purposes of this calculation, stock options are considered common stock equivalents in periods in which they have a dilutive effect. Stock options that are anti-dilutive are excluded from the calculation.

Net loss per share is calculated as follows (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2009			2009

Net loss	$	(148	)	$	(1,586	)	$	(126	)	$	(3,718	)

Weighted average common shares outstanding		19,927			20,666			19,920			21,974
Additional dilutive common stock equivalents		-			-			-			-
Diluted shares outstanding		19,927			20,666			19,920			21,974

Net loss per share – basic and diluted	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.17	)

For the three month periods ended June 30, 2010 and 2009 potential common stock equivalents of 5,843 and 6,986, respectively, were not included in the per share calculation for diluted EPS, because we had a net loss and the effect of their inclusion would be anti-dilutive. For the six month period ended June 30, 2010 and 2009 potential common stock equivalents of 7,345 and 3,377, respectively, were not included in the per share calculation for diluted EPS, because we had net losses and the effect of their inclusion would be anti-dilutive.

For the three month periods ended June 30, 2010 and 2009, options to purchase 5,046,766 and 7,564,743 shares of common stock, respectively, were outstanding, but were not included in the computation of diluted EPS because the options’ exercise prices were greater than the average market price of the common stock and thus would be anti-dilutive. For the six month periods ended June 30, 2010 and 2009, options to purchase 5,046,766 and 7,564,743 shares of common stock, respectively, were outstanding, but were not included in the computation of diluted EPS because the options’ exercise prices were greater than the average market price of the common stock and thus would be anti-dilutive.

E) Stock-Based Compensation

The following table presents stock-based employee compensation expenses included in our unaudited consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009

Cost of product sales	$	3	$	3	$	5	$	5
Cost of contract revenue		1		36		7		68
Research and development		54		138		169		285
Selling and marketing		13		57		51		109
General and administrative		132		175		316		333
Stock-based compensation expense	$	203	$	409	$	548	$	800

We estimate the fair value of stock options using the Black-Scholes valuation model. This valuation model takes into account the exercise price of the award, as well as a variety of significant assumptions. These assumptions used to estimate the fair value of stock options include the expected term, the expected volatility of our stock over the expected term, the risk-free interest rate over the expected term, and our expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted in the three and six month periods ended June 30, 2009. No options were granted in the three and six month periods ended June 3 0, 2010. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

In January 2010, we completed an employee option exchange program. Under the terms of the program, eligible rank and file employees had the right to exchange eligible vested and unvested stock options outstanding for shares of common stock. Exchange ratios for each eligible stock option were determined using the fair values of stock options and Aware’s common stock immediately prior to the initiation of the program.

When the program ended on January 12, 2010, eligible employees had exchanged 820,481 stock options for 178,314 shares of common stock. Participating employees were allowed to surrender a portion of their common stock in return for the Company paying withholding taxes related to their stock grants. As a result of this provision, employees surrendered 60,659 shares of common stock and the Company paid approximately $161,000 of withholding taxes on their behalf. After the common stock share surrender, 117,655 net shares of common stock were issued to participating employees.

A portion of the 820,481 stock options that were exchanged were not fully vested as of the exchange date. We expensed approximately $102,000 of unamortized stock-based compensation related to such unvested stock options in the six months ended June 30, 2010.

F) Business Segments

We manage the business as one segment and conduct our operations in the United States.

We sell our products and technology to domestic and international customers. Revenues were generated from the following geographic regions (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009

United States	$	2,959	$	3,578	$	6,411	$	6,103
Germany		799		1,534		1,443		2,568
Rest of World		1,213		652		2,733		1,666
	$	4,971	$	5,764	$	10,587	$	10,337

G) Income Taxes

As of December 31, 2009, we had federal net operating loss (“NOLs”) and research and experimentation credit carryforwards of approximately $47.6 million and $13.4 million respectively, which may be available to offset future federal income tax liabilities and expire at various dates from 2010 through 2029. In addition, at December 31, 2009, we had approximately $10.3 million and $7.1 million of state net operating losses and state research and development and investment tax carryforwards, respectively, which expire at various dates from 2010 through 2024.

Based on an analysis that we performed under Internal Revenue Code Section 382 on our NOLs generated for the period 1997 through 2009, we have not experienced a change in ownership as defined by Section 382, and, therefore, the NOLs are not currently under any Section 382 limitation.

H) Recent Accounting Pronouncements

We describe below recent pronouncements that have had or may have a significant effect on our financial statements. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our financial condition, results of operations, or disclosures.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. For the reconciliation of Level 3 fair value measurements, information about purchases, sales, issuances and settlements are presented separately. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of revised Level 3 disclosure requirements which are effective for interim and annual reporting periods beginning after December 15, 2010. Comparative disclosures are not required in the year of adoption. We adopted the provisions of the standard on January 1, 2010, which did not have a material impact on our financial statements.

I) Share Repurchase Program

On March 5, 2009, we announced a modified Dutch auction self-tender offer to purchase up to 3,500,000 shares, or approximately 15%, of our outstanding common stock (including the associated preferred share purchase rights), at a price in the range of $2.20 to $2.60 per share, for a maximum aggregate purchase price of approximately $9.1 million. The terms of the tender offer also provided the right for us to purchase up to an additional 2% of our shares if the offer was oversubscribed.

The tender offer closed on April 17, 2009, and on April 23, 2009 we repurchased 3,500,252 shares at $2.50 per share for a total cost of $9.0 million, including expenses.

ITEM 2:

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Some of the information in this Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue” and similar words. You should read statements that contain these words carefully because they: (1) discuss our future expectations; (2) contain projections of our future operating results or financial condition; or (3) state other “forward-looking” information. However, we may not be able to predict future events accurately. The risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 20 09, as well as any cautionary language in this Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of any of the events described in these risk factors and elsewhere in this Form 10-Q could materially and adversely affect our business.

Summary. We have historically organized ourselves as one segment with three product lines. Our product lines have included: i) DSL test and diagnostics products, ii) biometrics products, and iii) licensing products.

Our test and diagnostics products consist of DSL hardware and software products that are used by telephone companies to improve the quality of their DSL service offerings. Our test and diagnostics products are typically sold to OEMs that incorporate our products into their products. Our OEM customers sell their equipment and software products to telephone companies. We also market our test and diagnostics software directly to telephone companies.

Our biometrics products consist of software and services used in biometric systems. Biometric systems are used by governments and enterprises to verify the identification of people. Biometrics systems are used in applications such as border control, secure credentialing, and background checks. We typically sell our biometrics software and services to OEMs and system integrators that incorporate our products into their biometrics hardware and software systems. We also sell a modest amount of medical imaging software that is included in our biometrics product line revenue.

Our licensing products have consisted of: i) DSL technology products, ii) home networking technology products, and iii) patents related to DSL, home networking and other technologies. Our technology products have been licensed to semiconductor companies that sell chipsets that incorporate our technology. Our patents are sold or licensed to third parties interested in acquiring such patent rights.

On November 13, 2009, we completed a transaction in which we sold substantially all of the assets associated with our licensing product line to Lantiq Deutschland GmbH (“Lantiq”) for $6.75 million. Lantiq is a fabless semiconductor company that was spun out of Infineon Technologies AG (“Infineon”), our largest DSL licensing customer at that time. The sale included: i) our DSL and home networking technology assets; ii) certain patents and patent applications related to those technology assets; iii) a group of 41 engineers; and iv) lab and computer equipment used by the transferred engineers.

As a result of the Lantiq transaction, we will no longer derive DSL contract revenue from Infineon or Lantiq. Over the past several years, contract revenue from Infineon has ranged from $0.5 million to $1.0 million per quarter. We amended and restated the existing license agreement between us and Infineon to provide Lantiq (as successor to Infineon) certain non-exclusive licenses of our patent rights, and to continue Lantiq’s royalty obligations to Aware. We also expect to continue to derive contract revenue for engineering support and royalties per our existing agreements with Ikanos Communications, Inc. (“Ikanos”). We will not be pursuing new silicon intellectual property licensing customers for DSL or home networking applications for the foreseeable future. In addition, Aware sublea sed certain office and lab space to Lantiq at its main facilities in Bedford, Massachusetts. In the first and second quarters of 2010, engineering expenses associated with our licensing product line decreased by approximately $1.9 million per quarter, compared to the corresponding periods in 2009 as a result of the transfer of 41 engineers to Lantiq. We expect that quarterly engineering expenses in the third quarter of 2010 will decrease by $1.7 million to $2.0 million compared to the corresponding period in 2009 as a result of the employee transfer.

After the sale of our licensing product line to Lantiq in November 2009, we have operated as one segment with two principal product lines: i) biometrics products; and ii) DSL test and diagnostics products. We expect that the Lantiq transaction will have a minimal impact on the future financial results of our biometrics and DSL test and diagnostics product lines. As it relates to our DSL test business, Aware and Lantiq will cooperate with one another with respect to embedded wireline diagnostics technology and products.

Our net loss in accordance with generally accepted accounting principles (“GAAP”) for the three months ended June 30, 2010 was $148,000, or minus $0.01 per share, which compares to a GAAP net loss of $1.6 million, or minus $0.08 per share, for the three months ended June 30, 2009. Our GAAP net loss for the six months ended June 30, 2010 was $126,000, or minus $0.01 per share, which compares to a GAAP net loss of $3.7 million, or minus $0.17 per share, for the six months ended June 30, 2009.

Readers of this report should keep in mind that our financial results for the three and six month periods ended June 30, 2009 included the revenue and expense impact of the licensing product line that was sold to Lantiq in November 2009, whereas results for the three and six month periods ended June 30, 2010 no longer included such revenue and expenses. The royalty obligations of Lantiq and Ikanos were not affected by the Lantiq transaction and therefore royalty revenue is included in all three and six month periods ended June 30, 2010 and 2009.

The Company uses non-GAAP information internally to evaluate its operating performance and believes these non-GAAP measures are useful to investors as they provide additional insight into the underlying operating results. Our non-GAAP net income (loss) excludes the effect of stock-based compensation expense.

Non-GAAP net income for the three months ended June 30, 2010, excluding the effect of $203,000 of stock-based compensation, was $55,000, or $0.00 per diluted share. We had a non-GAAP net loss for the three months ended June 30, 2009, excluding the effect of $409,000 of stock-based compensation, of $1.2 million, or minus $0.06 per diluted share.

Non-GAAP net income for the six months ended June 30, 2010, excluding the effect of $548,000 of stock-based compensation, was $422,000, or $0.02 per diluted share. We had a non-GAAP net loss for the six months ended June 30, 2009, excluding the effect of $800,000 of stock-based compensation, of $2.9 million, or minus $0.13 per diluted share.

A reconciliation of GAAP to non-GAAP results is set forth in the table below (in thousands, except for per share amounts):

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
GAAP net loss	$	(148	)	$	(1,586	)	$	(126	)	$	(3,718	)
Stock-based compensation		203			409			548			800
Non-GAAP net income (loss)	$	55		$	(1,177	)	$	422		$	(2,918	)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
GAAP net loss per share	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.17	)
Stock-based compensation		0.01			0.02			0.03			0.04
Non-GAAP net income (loss) per share	$	0.00		$	(0.06	)	$	0.02		$	(0.13	)

Results of Operations

Product Sales. Product sales consist primarily of revenue from the sale of hardware and software products. Hardware products consist primarily of DSL test and diagnostics modules. Software products consist of software products, including maintenance contracts, for biometric, medical imaging and digital imaging applications, as well as DSL test and diagnostics software.

Product sales increased 2% from $3.85 million in the second quarter of 2009 to $3.91 million in the current year quarter. As a percentage of total revenue, product sales increased from 67% in the second quarter of 2009 to 79% in the current year quarter. The slight dollar increase in product sales was primarily due to a $0.4 million increase in revenue from the sale of biometrics software, which was mostly offset by lower revenue from the sale of test and diagnostics hardware and software. The $0.4 million increase in revenue from the sale of biometrics software was primarily due to improving economic conditions in the current quarter, which led to increased customer demand. The decrease in revenue from the sale of test and diagnostics hardware and software was primarily due to lower sales to a customer that purch ases our hardware and software products for DSL test head solutions.

For the six months ended June 30, 2010, product sales increased 28% from $6.7 million in 2009 to $8.6 million in 2010. As a percentage of total revenue, product sales increased from 65% in the first six months of 2009 to 81% in the corresponding period of 2010. The dollar increase in product sales was primarily due to a $1.4 million increase in revenue from the sale of biometrics software, a $0.8 million increase in revenue from the sale of test and diagnostics hardware, which were partially offset by a $0.3 million decrease in revenue from test and diagnostics software. The $1.4 million increase in revenue from the sale of biometrics software was primarily due to improving economic conditions, which led to increased customer demand. The $0.8 million increase in revenue from the sale of test and diagnostic products was mainly attributa ble to a large hardware sale to an OEM customer that is deploying test equipment into a major service provider.

We do not expect the Lantiq transaction to materially affect future product sales.

Contract Revenue. Contract revenue consists of patent, license and engineering service fees that we receive under agreements relating to the sale or license of Aware’s patents, DSL technology, DSL test and diagnostic technology, and biometrics technology.

Contract revenue decreased 76% from $1.4 million in the second quarter of 2009 to $0.3 million in the current year quarter. As a percentage of total revenue, contract revenue decreased from 25% in the second quarter of 2009 to 7% in the current year quarter.

For the six months ended June 30, 2010, contract revenue decreased 80% from $2.7 million in 2009 to $0.6 million in 2010. As a percentage of total revenue, contract revenue decreased from 26% in the first six months of 2009 to 5% in the corresponding period of 2010.

For the three and six month periods, the dollar decrease was primarily due to lower contract revenue from DSL technology contracts, and, to a lesser degree, from lower contract revenue from biometrics professional services contracts. Contract revenue from DSL technology contracts decreased by $0.9 million and $1.6 million for the three and six month periods. The decrease in contract revenue from DSL technology contracts in both periods was attributable to the sale of our licensing product line to Lantiq in November 2009. Contract revenue from biometrics professional services contracts decreased by $0.2 million and $0.6 million for the three and six month periods. The decrease in contract revenue from biometrics professional services contracts in both periods was primarily due to the completion of a significant customer proje ct during the first half of 2009.

We expect that any contract revenue from DSL technology contracts will be minimal in future periods as a result of the sale of our licensing product line to Lantiq. Moreover, we will not be pursuing new silicon IP licensing customers for DSL or home networking applications in the foreseeable future. Other potential sources of future contract revenue include revenue from i) biometrics professional services contracts; ii) DSL test and diagnostic professional services contracts and 3) sales and/or licenses of patents. Although there were no patent sales in 2009 or the first half of 2010, we intend to continue to sell and/or license additional patents in the future, subject to customer demand and favorable terms and conditions.

Royalties. Royalties consist of royalty payments that we receive under agreements with our customers. We receive royalties from customers for rights to Aware technology and/or patents, typically associated with the incorporation of Aware technology and/or patents in customer chipsets.

Royalties increased 52% from $0.5 million in the second quarter of 2009 to $0.7 million in the current year quarter. As a percentage of total revenue, royalties increased from 8% in the second quarter of 2009 to 14% in the current year quarter.

For the six months ended June 30, 2010, royalties increased 55% from $0.9 million in 2009 to $1.5 million in 2010. As a percentage of total revenue, royalties increased from 9% in the first six months of 2009 to 14% in the corresponding period of 2010.

For the three and six month periods, most of the dollar increase in royalties was due to higher ADSL royalties reported to us by one of our licensees. We are unable to predict whether the increased royalties reported by this licensee in the first six months of 2010 will trend upward or downward in future quarters.

Our royalty revenue currently comes predominantly from ADSL chipset sales by Ikanos and ADSL and VDSL chipset sales by Lantiq (formerly Infineon). The Lantiq transaction will not alter the royalty obligations of Ikanos or Lantiq, which we expect to continue per the existing agreements with those parties. We remain uncertain as to whether these licensees will be able to maintain their market shares and chipset prices in the face of intense competition, and whether our relationships with them will contribute meaningful royalties to us in the future. Also, as a result of the Lantiq transaction, we will not be pursuing new silicon intellectual property licensing customers for DSL or home networking applications in the foreseeable future that might lead to royalties from new customers.

Cost of Product Sales. Since the cost of software product sales is minimal, cost of product sales consists primarily of the cost of hardware product sales.

Cost of product sales decreased 19% from $1.0 million in the second quarter of 2009 to $0.8 million in the current year quarter. As a percentage of product sales, cost of product sales decreased from 27% in the second quarter of 2009 to 21% in the current year quarter, which means that product gross margins increased from 73% to 79%. The cost of product sales dollar decrease was primarily due to lower sales of test and diagnostics hardware products this quarter. The increase in product gross margins was primarily due to a greater proportion of software in product sales in the current quarter versus the year ago quarter.

For the six months ended June 30, 2010, cost of product sales increased 21% from $1.6 million in 2009 to $1.9 million in 2010. As a percentage of product sales, cost of product sales decreased from 23% in the first six months of 2009 to 22% in the corresponding period of 2010, which means that product gross margins increased from 77% to 78%. The cost of product sales dollar increase was primarily due to higher sales of test and diagnostics hardware products in the six month period this year. The slight increase in product gross margins was primarily due to a more profitable mix of hardware products in the 2010 six month period versus the corresponding six month period last year.

Cost of Contract Revenue. Cost of contract revenue consists primarily of compensation costs for engineers and expenses for consultants, recruiting, supplies, equipment, depreciation and facilities associated with customer engineering services projects. Cost of contract revenue also includes direct expenses for third party contractors and consultants for biometrics professional services contracts. Our total engineering costs are allocated between cost of contract revenue and research and development expense. In a given period, the allocation of engineering costs between cost of contract revenue and research and development is a function of the level of effort expended on each.

Cost of contract revenue decreased 92% from $0.9 million in the second quarter of 2009 to $0.1 million in the current year quarter. Cost of contract revenue as a percentage of contract revenue, was 73% in the second quarter of 2009 and 21% in the current quarter, which means that gross margins on contract revenue increased from 37% to 79%.

For the six months ended June 30, 2010, cost of contract revenue decreased 92% from $1.8 million in the first six months of 2009 to $0.1 million in the corresponding period of 2010. Cost of contract revenue as a percentage of contract revenue increased from 67% in the first six months of 2009 to 26% in the corresponding period of 2010, which resulted in gross margins on contract revenue increasing from 33% to 74%.

For the three and six month periods, the dollar decrease in cost of contract revenue was primarily due to lower revenue from DSL technology contracts and, to a lesser degree, from lower revenue from biometrics professional services contracts. The increase in gross margins on contract revenue in the three and six month periods in 2010 is primarily due to a greater proportion of biometrics professional services contracts in contract revenue in 2010 due to the sale of our licensing assets to Lantiq. Biometrics professional services possess higher gross margins than DSL technology contract revenue.

Research and Development Expense. Research and development expense consists primarily of compensation costs for engineers and expenses for consultants, recruiting, supplies, equipment, depreciation and facilities related to engineering projects to improve our communications, test, biometrics and imaging technology, as well as our software and hardware products. Our total engineering costs are allocated between cost of contract revenue and research and development expense. In a given period, the allocation of engineering costs between cost of contract revenue and research and development is a function of the level of effort expended on each.

Research and development expense decreased 32% from $3.1 million in the second quarter of 2009 to $2.1 million in the current year quarter. As a percentage of total revenue, research and development expense decreased from 53% in the second quarter of 2009 to 42% in the current year quarter.

Research and development expense decreased 33% from $6.2 million in the first six months of 2009 to $4.1 million in the first six months of 2010. As a percentage of total revenue, research and development expense decreased from 60% in the first six months of 2009 to 39% in the corresponding period of 2010.

For the three and six month periods, the dollar decrease in research and development expense was primarily due to a reduction of engineering expenses as a result of the sale of our licensing product line to Lantiq.

After the closing of the Lantiq transaction, our future research and development activities will be focused on developing biometrics and imaging software, and developing test and diagnostics hardware and software. We will also continue to expand our patent portfolio.

Selling and Marketing Expense. Selling and marketing expense consists primarily of compensation costs for sales and marketing personnel, travel, advertising and promotion, recruiting, and facilities expense.

Sales and marketing expense decreased 11% from $1.2 million in the second quarter of 2009 to $1.1 million in the current year quarter. As a percentage of total revenue, sales and marketing expense was 21% in the second quarters of 2009 and 2010.

For the six months ended June 30, 2010, sales and marketing expense decreased 6% from $2.3 million in 2009 to $2.1 million in 2010. As a percentage of total revenue, sales and marketing expense decreased from 22% in the first six months of 2009 to 20% in the corresponding period of 2010.

For the three and six month periods, the dollar decrease in sales and marketing expense was primarily due to lower headcount in our sales and marketing organization as well as lower stock-based compensation expenses. Lower spending attributable to these factors was partially offset by higher spending on advertising and promotion activities and travel expenses.

Since the Lantiq transaction did not involve any of our sales and marketing personnel, the transaction had a minimal impact on 2010 expenses and we expect that it will have a minimal impact on future sales and marketing expense.

General and Administrative Expense. General and administrative expense consists primarily of compensation costs for administrative personnel, facility costs, bad debt, audit, legal, stock exchange and insurance expenses.

General and administrative expense increased 16% from $1.2 million in the second quarter of 2009 to $1.4 million in the current year quarter. As a percentage of total revenue, general and administrative expense increased from 21% in the second quarter of 2009 to 28% in the current year quarter.

For the six months ended June 30, 2010, general and administrative expense increased 16% from $2.4 million in 2009 to $2.8 million in 2010. As a percentage of total revenue, general and administrative expense increased from 23% in the first six months of 2009 to 27% in the corresponding period of 2010.

For the three and six month periods, the dollar increase in general and administrative expense was mainly attributable to higher spending on legal fees and director fees. Higher spending attributable to these factors was partially offset by lower stock-based compensation expenses.

Since the Lantiq transaction did not involve any of our administrative personnel, the transaction had a minimal impact on 2010 expenses and we expect that it will have a minimal impact on future general and administrative expense.

Other Income. Other income was $325,000 in the second quarter of 2010. This amount represents proceeds from a legal settlement with a former customer.

Interest Income. Interest income decreased 65% from $61,000 in the second quarter of 2009 to $21,000 in the current year quarter.

For the six months ended June 30, 2010, interest income decreased 79%, from $186,000 in 2009 to $39,000 in 2010.

For the three and six month periods, the dollar decrease was primarily due to a substantial decline in money market interest rates.

Income Taxes. We made no provision for income taxes in the first six months of 2010 and 2009 due to net losses incurred, and the uncertainty of the timing of profitability in future periods, except for $1,000 and $4,000 of state excise tax paid in the first six months of 2010 and 2009, respectively. In 2002, we determined that due to our continuing operating losses as well as the uncertainty of the timing of profitability in future periods, we should fully reserve our deferred tax assets. As of June 30, 2010, our deferred tax assets continue to be fully reserved. We will continue to evaluate, on a quarterly basis, the positive and negative evidence affecting the realizability of our deferred tax assets.

Liquidity and Capital Resources

At June 30, 2010, we had cash and cash equivalents of $39.1 million, which represented a decrease of $540,000 from December 31, 2009. The decrease in cash was primarily due to: i) $154,000 of cash used by operations; ii) $67,000 of cash used to purchase capital equipment; iii) $60,000 of cash used to purchase other assets; iv) $161,000 of cash used to pay withholding taxes for employees who surrendered shares of common stock in connection with an employee option exchange program; and v) $100,000 of transaction expenses paid in the first quarter of 2010 that related to the 2009 sale of assets to Lantiq.

We used $154,000 of cash in operations in the first six months of 2010. This cash usage was primarily the result of a net loss of $126,000 and $836,000 of cash used to fund working capital items, which was partially offset by non-cash items related to depreciation and amortization of $260,000, and stock based compensation expense of $548,000. The net loss of $126,000 includes $225,000 of proceeds from a legal settlement with a former customer.

Capital spending was primarily related to the purchase of computer hardware and laboratory equipment used principally in engineering activities.

In January 2010, we completed an employee option exchange program in which we allowed participating employees to surrender a portion of their shares of common stock in return for the Company paying withholding taxes related to their stock grants. As a result of this provision, employees surrendered 60,659 shares of common stock and we paid approximately $161,000 of withholding taxes on their behalf.

While we cannot assure you that we will not require additional financing, or that such financing will be available to us, we believe that our cash and cash equivalents will be sufficient to fund our operations for at least the next twelve months.

Recent Accounting Pronouncements

See Note H to our Consolidated Financial Statements in Item 1.

ITEM 3:

Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk relates primarily to our investment portfolio, and the effect that changes in interest rates would have on that portfolio. Our investment portfolio has included:

●	Cash and cash equivalents, which consist of financial instruments with original maturities of three months or less;

●	Short-term investments, which consist of financial instruments with remaining maturities of twelve months or less; and

●	Investments, which consist of financial instruments that mature in three years or less.

All of our investments meet the high quality standards specified in our investment policy. This policy dictates the maturity period and limits the amount of credit exposure to any one issue, issuer, and type of instrument.

As of June 30, 2010, our cash and cash equivalents of $39.1 million were invested in money market accounts. Due to the nature and short duration of these financial instruments, we do not expect that an increase in interest rates would result in any material loss to our investment portfolio. As of June 30, 2010, we had no investments that matured in more than twelve months. We do not use derivative financial instruments for speculative or trading purposes.

ITEM 4:

Controls and Procedures

Our management, including our chief executive officer and chief financial officer, has evaluated our disclosure controls and procedures as of the end of the quarterly period covered by this Form 10-Q and has concluded that our disclosure controls and procedures are effective. They also concluded that there were no changes in our internal control over financial reporting that occurred during the quarterly period covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1:

Legal Proceedings

From time to time we are involved in litigation incidental to the conduct of our business. We are not party to any lawsuit or proceeding that, in our opinion, is likely to seriously harm our business.

ITEM 1A:

Risk Factors

The risks described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2009, could materially and adversely affect our business, financial condition and results of operations. The risk factors discussed in that Form 10-K do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. No material change in the risk factors discussed in that Form 10-K has occurred.

ITEM 6:

Exhibits

(a) Exhibits

Exhibit 31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AWARE, INC.

Date: July 28, 2010	By:	/s/ Edmund C. Reiter
		Edmund C. Reiter, President &
		Chief Executive Officer

Date: July 28, 2010	By:	/s/ Richard P. Moberg
		Richard P. Moberg, Chief Financial
		Officer (Principal Financial and
		Accounting Officer)

ex31-1.htm

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Edmund C. Reiter, President and Chief Executive Officer of Aware, Inc., certify that:

I have reviewed this quarterly report on Form 10-Q of Aware, Inc.;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 28, 2010	/s/ Edmund C. Reiter
		Edmund C. Reiter
		President & Chief Executive Officer

ex31-2.htm

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Richard P. Moberg, Chief Financial Officer of Aware, Inc., certify that:

I have reviewed this quarterly report on Form 10-Q of Aware, Inc.;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 28, 2010	/s/ Richard P. Moberg
		Richard P. Moberg
		Chief Financial Officer

ex32-1.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report on Form 10-Q of Aware, Inc. (the “Company”) for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned Chief Executive Officer and Chief Financial Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Edmund C. Reiter		/s/ Richard P. Moberg
President & Chief Executive Officer		Chief Financial Officer

Date: July 28, 2010		Date: July 28, 2010

; &# 160;

The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-Q or as a separate disclosure document of the Company or the certifying officers.