Soluna Holdings, Inc - Quarter Report: 2008 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____ TO ______

 

______________

Mechanical Technology, Incorporated

(Exact name of registrant as specified in its charter)

______________

 

 

431 New Karner Road, Albany, New York 12205

(Address of registrant’s principal executive office)

(518) 533-2200

(Registrant’s telephone number, including area code)

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED AND SUBSIDIARIES

INDEX

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

MECHANICAL TECHNOLOGY, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

As of December 31, 2007 and June 30, 2008 (Unaudited)

 

 

 

 

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

 

 

MECHANICAL TECHNOLOGY, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

For the Three and Six Months Ended June 30, 2007 and 2008

 

 

 

 

 

 

 

 

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

 

 

MECHANICAL TECHNOLOGY, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE LOSS (Unaudited)

For the Six Months Ended June 30, 2007 and 2008

 

 

 

 

 

 

 

 

 

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

 

 

MECHANICAL TECHNOLOGY, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Six Months Ended June 30, 2007 and 2008

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

In the opinion of management of Mechanical Technology, Incorporated (the “Company”), the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair statement of results for such periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year.

 

Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

 

The information presented in the accompanying condensed consolidated balance sheet as of December 31, 2007 has been derived from the Company’s audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. All other information has been derived from the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2007 and 2008.

 

Reverse Stock Split

 

Unless otherwise noted, all capital values, share, and per share amounts in the consolidated financial statements have been retroactively restated for the effects of the Company’s reverse split of its issued and outstanding common stock at a rate of 1-for-8 which became effective on May 16, 2008. This action was approved by stockholders on May 15, 2008.

 

Liquidity and Going Concern

 

The Company incurred significant losses as it continued to fund the direct methanol fuel cell product development and commercialization programs of its majority owned subsidiary, MTI MicroFuel Cells Inc. (“MTI Micro”), and had a consolidated accumulated deficit of $111,531 thousand and working capital of $4,409 thousand at June 30, 2008. Because of these losses, limited current cash, cash equivalents and securities available for sale, negative cash flows and accumulated deficit, the report of the Company’s independent registered public accounting firm for the year ended December 31, 2007 expressed substantial doubt about the Company’s ability to continue as a going concern.

During the first six months of 2008, the Company sold 431,509 shares of Plug Power Inc. (“Plug Power”) common stock with proceeds totaling $1,449 thousand and gains totaling $682 thousand. These proceeds reflect the Company’s previously announced strategy to raise additional capital through the sale of Plug Power common stock in order to fund MTI Micro operations.

 

Based on the Company’s projected cash requirements for operations and capital expenditures for 2008 and its current cash, cash equivalents and marketable securities of $4,028 thousand at June 30, 2008, management believes it will have adequate resources to fund operations and capital expenditures through September 2008 based on current cash and cash equivalents, current cash flow requirements, revenue and expense projections and the potential sale of securities available for sale at current market values.

However, the Company may need to do one or more of the following to raise additional resources, or reduce its cash requirements:

The Company currently has a pending registration statement on file with the SEC to sell up to $12 million of units consisting of senior convertible debt and warrants to purchase the Company’s common stock. There is no guarantee that this financing will be completed, that other resources will be available to the Company on terms acceptable to it, or at all, or that such resources will be received in a timely manner, if at all, or that the Company will be able to reduce its expenditure run-rate without materially and adversely affecting its business.

 

 

2.       Accounting Policies

Changes in significant accounting policies since December 31, 2007 are as follows:

 

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. The adoption of this statement on January 1, 2008 did not have a material effect on the Company’s Consolidated Financial Statements as the Company did not elect to implement the fair value option for its marketable equity securities.

 

Fair Value Measurement

On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 applies to all financial instruments that are being measured and reported on a fair value basis. However, in February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (“FSP No. 157-2”), which deferred the effective date of SFAS No. 157 for one year for non-financial assets and liabilities, except for certain items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company is currently evaluating the impact of SFAS No. 157 on its consolidated financial statements for items within the scope of FSP No. 157-2, which will become effective on January 1, 2009.

 

Current items subject to SFAS No. 157 include financial assets including “Securities available for sale” (see Note 5) and financial liabilities including “Derivative liability” (see Note 16) on the balance sheet. As defined in SFAS No. 157, “fair value” is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation methods, the Company is required to provide the following information according to the fair value hierarchy as specified by SFAS No. 157. This hierarchy ranks the quality and reliability of the information used to determine fair values.

 

Financial assets and liabilities are classified and disclosed in one of the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities, which includes listed equities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. These items are typically priced using models or other valuation techniques. These models are primarily financial industry-standard models that consider various assumptions, including the time value of money, yield curves, volatility factors, as well as other relevant economic measures.

Level 3: These use unobservable inputs that are not corroborated by market data. These values are generally estimated based upon methodologies utilizing significant inputs that are generally less observable from objective sources.

 

In determining the appropriate levels, the Company performs a detailed analysis of financial assets and liabilities that are subject to SFAS No. 157. At each reporting period, all assets and liabilities for which the fair value measurements are based upon significant unobservable inputs are classified as Level 3.

 

The following is a summary of the Company’s fair value instruments categorized by their associated fair value input level:

 

 

 

 

The following is a rollforward of Level 3 fair value instruments for the three months ended June 30, 2008:

 

 

The following is a rollforward of Level 3 fair value instruments for the six months ended June 30, 2008:

 

 

Revenue Recognition—Prototype Evaluation Agreements

The Company recognizes income derived from its micro fuel cell prototype evaluation agreements, where the Company receives a lump-sum amount from Original Equipment Manufacturers (“OEMs”) which are testing the Company’s Mobion prototypes for an OEM-specific application, upon delivery of the evaluation prototypes. These prototypes are returned to the Company once the evaluation period expires. There are no warranties given to any OEM regarding these prototypes, and each evaluation agreement is considered a customer specific arrangement. The costs associated with executing these prototype evaluation arrangements are expensed in research and development expense as they are incurred. Income derived from these arrangements is recorded in the Consolidated Statements of Operations in the line titled “Other income (expense), net.”

 

 

Receivable balances consist of the following at:

 

 

For the six months ended June 30, 2007 and 2008, a single commercial customer represented 30.9% and 15.1%, respectively, and a U.S. governmental agency represented 17.8% and 12.5%, respectively, of the Company’s instrumentation segment product revenue. As of December 31, 2007 and June 30, 2008, this commercial customer represented 46.8% and 12.8%, respectively, and this U.S. governmental agency represented 0.2% and 4.6%, respectively, of the Company’s instrumentation segment accounts receivable.

 

Inventories, net consist of the following at:

 

 

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Securities available for sale are classified as current assets and accumulated net unrealized gains (losses) are charged to other comprehensive income (loss).

 

The principal components of the Company’s securities available for sale consist of the following at:

 

 

 

Accumulated unrealized gains related to Plug Power securities available for sale are as follows:

 

The accumulated deferred tax expense on unrealized gains includes allocated taxes for the disproportionate effect of unrealized gains recorded prior to the Company recording a full valuation allowance against its deferred tax assets in 2006.

 

The Company’s effective income tax (expense) rate from operations differed from the federal statutory rate for each of the three and six months ended June 30 as follows:

 

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Income tax (expense) benefit for the three and six months ended June 30 consists of the following:

 

Income tax benefit (expense) allocated directly to stockholders’ equity for the three and six months ended June 30 is as follows:

 

The valuation allowance at December 31, 2007 and June 30, 2008 was $22,333 thousand and $25,792 thousand, respectively, and represents a full valuation allowance. The valuation allowance reflects the estimate that it is more likely than not that the net deferred tax assets in excess of deferred tax liabilities may not be realized.

 

Changes in common shares issued and treasury stock outstanding are as follows:

 

 

Warrants

On December 20, 2006, the Company issued warrants to investors to purchase 378,472 shares of the Company’s common stock at an exercise price of $18.16 per share. These warrants will be fair valued by the Company until expiration or exercise of the warrants. The warrants became exercisable on June 30, 2007 and expire on December 19, 2011.

 

Reservation of Shares

The Company has reserved common shares for future issuance as of June 30, 2008 as follows:

 

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following table sets forth the reconciliation of the numerators and denominators of the basic and diluted per share computations for the three and six months ended June 30:

 

 

Not included in the computation of earnings per share, assuming dilution for the three and six months ended June 30, 2007, were options to purchase 810,452 shares of the Company’s common stock, warrants to purchase 378,472 shares of the Company’s common stock, 1,250 unvested restricted shares of the Company’s common stock and options to purchase 26,668 shares of MTI Micro’s common stock. These potentially dilutive items were excluded because the Company incurred a loss for this period and their inclusion would be anti-dilutive.

 

Not included in the computation of earnings per share, assuming dilution for the three and six months ended June 30, 2008, were options to purchase 846,783 shares of the Company’s common stock, warrants to purchase 378,472 shares of the Company’s common stock, 625 unvested restricted shares of the Company’s common stock forfeited during the period, and options to purchase 22,668 shares of MTI Micro’s common stock. These potentially dilutive items were excluded because the Company incurred a loss for this period and their inclusion would be anti-dilutive.

 

During the six month period ended June 30, 2008, the Company granted 143,039 stock options with a weighted average fair value per share of $2.16. The total number of outstanding non-vested restricted stock awards was 625 and 0 at December 31, 2007 and June 30, 2008, respectively.

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Total stock-based compensation expense related to all of the Company’s stock-based awards, recognized for the three and six months ended June 30, 2007 and 2008, was comprised as follows:

 

^A Income tax effect is zero due to the Company maintaining a full valuation allowance.

 

Unrecognized compensation costs related to non-vested awards as of June 30, 2008 total $1,192 thousand for stock options and are expected to be recognized over a weighted average vesting period of approximately 1.19 years.

 

The fair value of stock option awards is estimated on the date of grant using a Black-Scholes Pricing Model with the following weighted average assumptions for the three and six months ended June 30:

 

The fair value of restricted stock awards is determined using the intrinsic value of the award on the date of grant.

 

 

The Company operates in two business segments, New Energy and Test and Measurement Instrumentation. The New Energy segment is focused on commercializing direct methanol fuel cells. The Test and Measurement Instrumentation segment designs, manufactures, markets and services computer-based balancing systems for aircraft engines, high performance test and measurement instruments and systems, and wafer characterization tools for the semiconductor industry. The Company’s principal operations are located in North America.

 

The accounting policies of the New Energy and Test and Measurement Instrumentation segments are similar to those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K. The Company evaluates performance based on profit or loss from operations before income taxes, accounting changes, items management does not deem relevant to segment performance, and interest income and expense. Inter-segment sales and expenses are not significant.

 

Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes corporate related items and items such as income taxes or unusual items, which are not allocated to reportable segments. The “Reconciling Items” column includes minority interests in a consolidated subsidiary. In addition, segments’ non-cash items include any depreciation and amortization in reported profit or loss. The New Energy segment

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

figures include the Company’s equity securities of Plug Power and gains on the sale of these securities.

 

 

 

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

The following table presents the details of “Other” segment (loss) profit:

 

 

In March 2007, the Company announced the suspension of MTI Micro’s high power direct methanol fuel cell program in response to decreased funding and sales opportunities in the military market. In connection with this action, the Company accrued and paid restructuring charges of $340 thousand pre-tax, consisting primarily of cash-based employee severance and benefit costs related to the reduction of 23 positions within its New Energy segment and corporate staff. Restructuring expenses were classified as selling, general and administrative expenses within the Company’s Condensed Consolidated Statements of Operations for the period. All amounts accrued under this plan were settled by March 31, 2008.

 

In June 2008, the FASB Staff Position EITF No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“EITF No. 03-6-1”). EITF No. 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and therefore need to be included in the earnings allocation in calculating earnings per share under the two-class method described in SFAS No. 128, “Earnings per Share.” EITF No. 03-6-1 requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share. It is effective for calendar-year companies beginning January 1, 2009. The Company is currently assessing the potential impact of implementing this standard.

 

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“FASB No. 162”). This standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States (the GAAP hierarchy). The standard is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently assessing the potential impact of implementing this standard.

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” The objective of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and GAAP. FSP FAS 142-3 is effective for financial statements issued for years beginning after December 15, 2008, and interim periods within those years and applied prospectively to intangible assets acquired after the effective date. Since the Company’s consolidated financial statements presently do not include any intangible assets, it does not expect the adoption of FSP FAS 142-3 to have a material impact on its financial position, results of operations or cash flows.

 

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS No. 161”). SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedging items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedging items affect an entity’s financial position, financial performance, and cash flows. This statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2008. This statement will be effective for the Company for its fiscal year beginning January 1, 2009. The Company has not yet determined the impact, if any, of this statement on its Consolidated Financial Statements.

 

In December 2007, the FASB issued SFAS No. 141R, Business Combinations—a replacement of FASB Statement No. 141 (“SFAS No. 141R”), which significantly changes the principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141R is effective prospectively, except for certain retrospective adjustments to deferred tax balances, for fiscal years beginning after December 15, 2008. This statement will be effective for the Company for its fiscal year beginning January 1, 2009. The Company has not yet determined the impact, if any, of this statement on its Consolidated Financial Statements.

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“SFAS No. 160”). SFAS No. 160 requires that accounting and reporting for minority interests will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. This statement is effective as of the beginning of an entity’s first fiscal year beginning after December 15, 2008. This statement will be effective for the Company for its fiscal year beginning January 1, 2009. Based upon the June 30, 2008 balance sheet, the impact of adopting SFAS No. 160 would be to reclassify $64 thousand from minority interests in consolidated subsidiaries to the Company’s stockholders’ equity section as a separate component of stockholders’ equity.

 

Lawrence Litigation

On September 9, 1998, Barbara Lawrence, the Lawrence Group, Inc. (“Lawrence”) and certain other Lawrence-related entities (“Plaintiffs”) initially filed suit in the United States Bankruptcy Court for the Northern District of New York (“Bankruptcy Court”) and the United States District Court for the Northern District of New York (“District Court”), which were subsequently consolidated in the District Court, against First Albany Corporation, now known as Broadpoint Capital, Inc. (“BCI”), the Company, Dale Church, Edward Dohring, Beno Sternlicht, Alan Goldberg and George McNamee (Church, Dohring, Sternlicht, Goldberg and McNamee are former Directors of the Company), Marty Mastroianni (former President and Chief Operating Officer of the Company) and 33 other individuals (“Defendants”) who purchased a total of 820,909 shares (307,841 post-split and reverse split) of the Company’s stock from the Plaintiffs. The case concerns the Defendants’ 1997 purchase of the Company’s common stock from the Plaintiffs at the price of $2.25 per share ($6.00 per share post split and reverse split). BCI acted as Placement Agent in connection with the negotiation and sale of the shares, including in proceedings before the Bankruptcy Court, which approved the sale in September 1997.

 

Plaintiffs claim that the Defendants failed to disclose material inside information to the Plaintiffs in connection with the sale and that the $2.25 per share ($6.00 per share post split and reverse split) purchase price was unfair. Plaintiffs are seeking

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

damages of $5 million plus punitive damages and costs. In April 1999, Defendants filed a motion to dismiss the amended complaint, which was denied by the Bankruptcy Court. On appeal in October 2000, Plaintiffs’ claims were dismissed by the District Court. In November 2000, Plaintiffs filed an appeal of that dismissal with the United States Court of Appeals for the Second Circuit. In June 2002, the Second Circuit Court of Appeals reversed the District Court decision in part and remanded the case for further consideration of the Plaintiffs’ claims as motions to modify the Bankruptcy Court sale order. The Plaintiffs’ claims have now been referred back to Bankruptcy Court for such consideration. By order and decision dated September 30, 2003, the Bankruptcy Court allowed certain limited discovery to proceed, and this process is still underway.

 

The Company believes the claims have no merit and intends to defend them vigorously. The Company cannot predict the outcome of the claims nor reasonably estimate a range of possible loss given the current status of the litigation. Accordingly, no amounts have been reserved for this matter.

 

Leases

The Company’s future minimum rental payments required under non-cancelable operating leases are (dollars in thousands): $359 remaining in 2008, $652 in 2009, $1 in 2010 and $0 in years 2011 through 2013.

 

Warranties

Below is a reconciliation of changes in product warranty liabilities:

 

 

Licenses

On January 24, 2008, the Company cancelled its non-exclusive licensing agreement with Los Alamos National Laboratory (“LANL”) covering certain direct methanol fuel cell technology. This agreement, which was last amended on May 17, 2006, prescribed annual license fees ranging from $35 thousand in 2008 to $100 thousand in 2019. The Company paid and recognized a one-time expense of $50 thousand to cancel the agreement, and no future license fees or royalties will be owed to LANL. The Company cancelled this agreement because it no longer considers the direct methanol fuel cell technology licensed from LANL to be applicable to its future products.

 

Employment Agreements

The Company has employment agreements with certain employees that provide severance payments, certain other payments, accelerated vesting and exercise extension periods of certain options upon termination of employment under certain circumstances, as defined in the applicable agreements. As of June 30, 2008, the Company’s potential minimum cash obligation to these employees was approximately $760 thousand.

 

MTI Micro was formed on March 26, 2001 and as of June 30, 2008, the Company owns approximately 97% of MTI Micro’s outstanding common stock.

 

On June 30, 2008, MTI Micro issued 10,416,667 shares of its common stock to the Company at a price of $0.24 per share in connection with conversion of its $2,500 thousand loan receivable to equity; on June 4, 2008, MTI Micro issued 5,464,612 shares of its common stock to the Company at a price of $0.33 per share in connection with the transfer of $1,810 thousand worth of Plug Power common stock to MTI Micro; on June 1, 2008, MTI Micro issued 78 shares of its common stock at a price of $0.44 per share to the Company as compensation for the minority shareholder benefit in connection with the Company issuing its options to MTI Micro employees; on April 1, 2008, MTI Micro issued 1,854,569 shares of its common stock to the Company at a price of $0.42 per share in connection with the transfer of $1,855 thousand worth of Plug Power common stock to MTI Micro; on March 1, 2008, MTI Micro issued 8,653 shares of its common stock at a price of $0.68 per share to the Company as compensation for the minority shareholder benefit in connection with the Company issuing its options to MTI Micro employees.

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

The decrease in the Company’s paid-in-capital of $368 thousand and $129 thousand in 2007 and 2008, respectively, represents the changes in the Company’s equity investment in MTI Micro, which resulted from the anti-dilutive impact of the Company’s investments into, and any third-party stock transactions in, MTI Micro stock.

 

 

The Company held or has outstanding the following derivative financial instruments:

 

The estimated fair value of this warrant at the date issued was $18.16 per share, using a Black-Scholes Option Pricing model and assumptions similar to those used for valuing the Company’s employee stock-based compensation. The fair value of the derivative is recorded in the “Derivative liability” line on its financial statements, and is valued quarterly using the Black-Scholes Option Pricing Model. The assumptions used for the valuations were as follows:

 

The Company recognizes changes in fair value in its Consolidated Statements of Operations in the line titled “Gain on derivatives.”

 

 

On July 3, 2008, the Company filed an amendment to its registration statement on Form S-1 originally filed with the SEC on March 27, 2008 and amended on May 22, 2008 converting its proposed public offering of units consisting of common shares and warrants to purchase common shares into a public offering of units consisting of convertible senior notes and warrants to purchase common shares.

 

From July 1 through August 8, 2008, the Company sold securities available for sale as follows:

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

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

 

Unless the context requires otherwise, the terms “we,” “us,” and “our” refer to Mechanical Technology, Incorporated, a New York Corporation, “MTI Micro” refers to MTI MicroFuel Cells Inc., a Delaware corporation and our majority owned subsidiary, and “MTI Instruments” refers to MTI Instruments, Inc., a New York corporation and our wholly owned subsidiary. We have a registered trademark in the United States for “Mobion.” Other trademarks, trade names, and service marks used in this Quarterly Report on Form 10-Q are the property of their respective owners.

 

The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2007 contained in our 2007 Annual Report on Form 10-K.

 

In addition to historical information, the following discussion contains forward-looking statements, which involve risk and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements. Important factors that could cause actual results to differ include those discussed in Part II, Item 1A “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

 

Overview

We are developing and commercializing off-the-grid rechargeable power sources for portable electronics. We have developed a patented, proprietary direct methanol fuel cell technology platform called Mobion, which generates electrical power using up to 100% methanol as fuel. Our proprietary fuel cell power solution consists of two primary components integrated in an easily manufactured device: the direct methanol fuel cell power engine, which we refer to as our Mobion Chip, and methanol replacement cartridges. Our Mobion Chip weighs less than one ounce and is small enough to fit in the palm of one’s hand. The methanol used by the technology is fully biodegradable. We believe we are the only micro fuel cell developer to have demonstrated power density of over 50 mW/cm² with high energy efficiencies of 1.4 Wh/cc of methanol. For these reasons, we believe our technology offers a compelling alternative to current lithium-ion and similar rechargeable battery systems currently used by original equipment manufacturers and branded partners, or OEMs, in many handheld electronic devices, such as mobile phones (including smart phones) and mobile phone accessories, digital cameras, portable media players, personal digital assistants, or PDAs, and global positioning systems, or GPS devices. We believe our platform will facilitate the development of numerous product advantages, including small size, environmental friendliness, and simplicity of design, all critical for commercialization in the consumer market, and can be implemented as three different product options: a compact external charging device, a snap-on or attached power accessory, or a lithium-ion battery replacement embedded fuel cell power solution. With adequate funding, we intend to commercialize the Mobion platform in 2009.

 

Our Mobion technology eliminates the need for active water recirculation pumps or the inclusion of water as a fuel dilutant. The water required for the electrochemical process is transferred internally within the Mobion Chip from the site of water generation on the air-side of the cell. This internal flow of water takes place without the need for any pumps, complicated re-circulation loops or other micro-plumbing tools. Our Mobion technology is protected by a patent portfolio that includes over 90 U.S. patent applications covering five key technologies and manufacturing areas.

 

We also design, manufacture, and sell high-performance test and measurement instruments and systems serving three markets: general dimensional gauging, semiconductor, and aviation. These products consist of: electronic, computerized gauging instruments for position, displacement and vibration applications for the design, manufacturing and test markets; semiconductor products for wafer characterization; and engine balancing and vibration analysis systems for military and commercial aircraft.

 

Our cash requirements depend on numerous factors, including completion of our portable power source products development activities, our ability to commercialize our portable power source products, market acceptance of our portable power source products, and other factors. We expect to pursue the expansion of our operations through internal growth and strategic partnerships.

 

Several key indicators of our liquidity are summarized in the following table:

 

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

From inception through June 30, 2008, we have incurred an accumulated deficit of $111.5 million and we expect to incur losses for the foreseeable future as we continue micro fuel cell product development and commercialization programs. We expect that losses will fluctuate from year to year and that such fluctuations may be substantial as a result of, among other factors, sales of securities available for sale as well as the operating results of our businesses.

 

We currently have a registration statement on file with the SEC to raise up to $12 million through the issuance of units consisting of senior convertible notes and warrant to purchase our common shares. If we do not complete this financing soon, we will need to implement plans to significantly curtail our expenditures, including expenditures on our micro fuel cell research and commercialization.

 

Results of Operations

Results of Operations for the Three and Six Months Ended June 30, 2008 Compared to the Three and Six Months Ended June 30, 2007.

 

Product Revenue. Product revenue in our test and measurement instrumentation business for the three months ended June 30, 2008 decreased in comparison to the same period in 2007 by $555,000, or 24.4%, to $1.7 million. The revenue decrease was primarily the result of a $581,000 decrease in general dimensional gauging sales, on significantly lower sales to Japan within the OEM capacitance market. Aviation sales also decreased $256,000 due to lower sales to the U.S. Air Force. These declines were partially offset by an increase in semiconductor sales of $282,000, driven by improved international sales of its manual and semi-automated semiconductor products.

 

Product revenue in our test and measurement instrumentation business for the six months ended June 30, 2008 decreased in comparison to the same period in 2007 by $276,000, or 6.9%, to $3.7 million. The revenue decrease was chiefly attributable to a $549,000 decrease in general dimensional gauging sales on lower international sales, primarily to our Japanese distributor of OEM capacitance equipment. This decline was partially offset by an increase of $312,000 in semiconductor products due to sales expansion in international markets. Aviation sales declined by $39,000 between periods.

 

As a result of general global economic conditions, including weaker than expected demand in Japan for photolithography equipment, slower than expected dimensional gauging sales, reduced sales demand within the commercial aviation industry, and the deferral of certain orders under our existing U.S. Air Force contracts, our test and measurement instrumentation business is no longer expected to generate double-digit sales growth in 2008. Based upon current global market conditions, we estimate that the test and measurement instrumentation business will experience a sales decrease of between 10% to 15% for 2008 compared to 2007.

 

Information regarding government contracts included in product revenue is as follows:

 

 

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Funded Research and Development Revenue. Funded research and development revenue in our new energy business for the three months ended June 30, 2008 decreased in comparison to the same period in 2007 by $44,000, or 12.5%, to $309,000. The decrease in revenue was primarily the result of revenue recognized under the alliance agreement with Samsung Electronics Co., Ltd., or Samsung, which decreased by $195,000 during 2008 compared to 2007 due to the contract’s completion in 2007. Revenue during 2008 from our contract with the U.S. Department of Energy, or the DOE, which had its funding reinstated during May 2007, increased by $166,000, while revenue from our contract with the National Center for Manufacturing Sciences, or NCMS, decreased by $15,000 during 2008 compared to 2007 due to the contract’s completion in 2007.

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Funded research and development revenue in our new energy business for the six months ended June 30, 2008 decreased in comparison to the same period in 2007 by $486,000, or 50.2%, to $482,000. The decrease in revenue was primarily the result of the completion of our contract with SAFT America, Inc., or SAFT, during the first quarter of 2007, which accounted for $418,000 of revenue in 2007. Revenue during 2008 for the DOE contract, which had its funding reinstated during May 2007, increased by $336,000, while revenue recognized under the alliance agreement with Samsung, decreased by $389,000 during 2008 compared to 2007 due to the contract’s completion in 2007, while revenue for the NCMS, decreased by $15,000 during 2008 compared to 2007 due to the contract’s completion in 2007.

 

Information regarding our contracts included in funded research and development revenue is as follows:

 

 

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Cost of Product Revenue. Cost of product revenue in our test and measurement instrumentation business for the three months ended June 30, 2008 increased in comparison to the same period in 2007 by $10,000, or 1.2%, to $826,000. As a percentage of product revenue, the quarterly cost of product revenue increased by 12%, compared to the same period in the prior year, due to a less favorable product sales mix and an increase in manufacturing overhead.

 

Gross profit as a percentage of product revenue decreased by 12.1% for the three months ended June 30, 2008 to 52.0% from 64.1% in the same period in the prior year.

 

Cost of product revenue in our test and measurement instrumentation business for the six months ended June 30, 2008 increased in comparison to the same period in 2007 by $112,000, or 7.2%, to $1,666,000. As a percentage of product revenue, the year to date cost of product revenue has increased by 6%, compared to the same period in the prior year, due to a less favorable product sales mix and an increase in manufacturing overhead.

 

Gross profit as a percentage of product revenue decreased by 5.9% for the six months ended June 30, 2008 to 55.0% from 60.9% in the same period in the prior year.

 

Funded Research and Product Development Expenses. Funded research and product development expenses in our new energy business increased by $130,000, or 25.8%, to $634,000 for the three months ended June 30, 2008 in comparison to the same period in 2007. This change was primarily the result of costs for the DOE contract increasing by $340,000, reflecting the impact of its reinstatement during May 2007, while costs for the Samsung contract decreased by $195,000, as that contract was completed during July 2007. Costs for the NCMS contract decreased by $15,000 during 2008, reflecting the completion of that contract during 2007.

 

Funded research and product development expenses in our new energy business increased by $262,000, or 36.0%, to $990,000 for the six months ended June 30, 2008 in comparison to the same period in 2007. This change was primarily the result of costs for the DOE contract increasing by $689,000, reflecting the impact of its reinstatement during May 2007,

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

while costs for the Samsung contract decreased by $389,000, as that contract was completed during July 2007. The research expenses for SAFT and NCMS, the only other active research contracts during 2007, decreased by a combined $38,000.

 

Unfunded Research and Product Development Expenses. Unfunded research and product development expenses decreased by $231,000, or 9.8%, to $2.1 million for the three months ended June 30, 2008 from $2.4 million for the three months ended June 30, 2007. This decrease reflects a $218,000 decrease in development costs in our new energy business primarily related to the DOE contract that resumed during May 2007, which increased funded research and product development expenses, but which were partially offset by the effects of the completion of work under the Samsung alliance agreement, which increased unfunded research and product development. This decrease also reflects a $13,000 decrease in product development expenses for our test and measurement instrumentation business.

 

Unfunded research and product development expenses decreased by $1.6 million, or 28.0%, to $4.2 million for the six months ended June 30, 2008 from $5.8 million for the six months ended June 30, 2007. This decrease reflects a $1.7 million decrease in development costs in our new energy business related to (a) cost savings from the decision to suspend work on our high power program during March 2007, and (b) the DOE contract that resumed during May 2007, which increased funded research and product development expense, which were partially offset by (c) the effects of the completion of work under the Samsung alliance agreement, which increased unfunded research and product development. This decrease was also partially offset by a $116,000 increase in product development expenses for our test and measurement instrumentation business reflecting increased staffing and external product development costs focused on the development of our photovoltaic thickness module and certain redesigns of our general gauging and aviation solutions.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $387,000, or 15.9%, to $2.1 million for the three months ended June 30, 2008 from $2.4 million for the three months ended June 30, 2007. This decrease was primarily the result of (a) a $533,000 decrease in non-cash equity compensation primarily related to lower grants, lower fair value for new grants issued and the forfeiture of several executive performance grants in 2008, (b) a $380,000 increase related to decreases in liquidations to unfunded research and development costs, which was primarily due to the elimination of our high power program, partially offset by increased liquidations in connection with the DOE program, (c) a $216,000 decrease in wages and other fringe benefit costs, which was attributable to staff reductions and outsourcing, (d) a $74,000 decrease in incentive compensation, (e) a $113,000 increase in professional and other outsourcing fees, (f) an $81,000 decrease in depreciation costs, and (g) a $24,000 increase in other expenses, net.

 

Selling, general and administrative expenses decreased by $225,000, or 4.6%, to $4.7 million for the six months ended June 30, 2008 from $4.9 million for the six months ended June 30, 2007. This decrease was primarily the result of (a) a $1.1 million increase related to decreases in liquidations to unfunded research and development costs, which was primarily due to the elimination of our high power program, partially offset by increased liquidations in connection with the DOE program, (b) a $661,000 decrease in administrative salaries and benefits as a result of our March 2007 restructuring, (c) a $454,000 decrease in non-cash equity compensation primarily related to lower grants, lower fair values for new grants issued and the forfeiture of several executive performance grants in 2008, (d) a $249,000 decrease in severance costs, which was also attributable to the 2007 restructuring, (e) a $159,000 decrease in depreciation costs, (f) a $155,000 increase in salaries, benefits and commissions reflecting increased sales and marketing efforts at MTI Instruments, (g) a $131,000 increase in professional and other outsourcing fees, (h) an $81,000 decrease in incentive compensation, and (i) a $1,000 decrease in other expenses, net.

 

Operating Loss. Operating loss increased by $121,000, or 3.5%, to $3.6 million for the three months ended June 30, 2008 compared with the three months ended June 30, 2007 as a result of the factors noted above.

 

Operating loss decreased by $701,000, or 8.8%, to $7.3 million for the six months ended June 30, 2008 compared with the six months ended June 30, 2007 as a result of the factors noted above.

 

Gain on Derivatives. Our gain on derivative treatment of the freestanding warrants issued in conjunction with our December 2006 capital raise decreased by $424,000, or 56.0%, to $333,000 for the three months ended June 30, 2008 compared with $757,000 for the three months ended June 30, 2007. The decrease in derivative income was attributable to valuation changes of the underlying warrants using the Black-Scholes Pricing model.

 

Our gain on derivative treatment of the freestanding warrants issued in conjunction with our December 2006 capital raise decreased by $1.1 million, or 61.4%, to $666,000 for the six months ended June 30, 2008 compared with $1.7 million for the six months ended June 30, 2007. The decrease in derivative income was attributable to valuation changes of the underlying warrants using the Black-Scholes Pricing model.

 

Income Tax (Expense) Benefit. Our income tax rate for the three months ended June 30, 2008 was (28.90)% and our income tax rate for the three months ended June 30, 2007 was (0.60)%. These tax rates were primarily the result of losses generated by operations, changes in the valuation allowance, permanent deductible differences for derivative valuations, and

 

 

 

MECHANICAL TECHNOLOGY, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

disproportionate effects of reclassification of gains on Plug Power, Inc., or Plug Power, security sales included in operating loss.

 

Our income tax rate for the six months ended June 30, 2008 was (12.88)% and our income tax rate for the six months ended June 30, 2007 was (0.45)%. These tax rates were primarily the result of losses generated by operations, changes in the valuation allowance, state true-ups, permanent deductible differences for derivative valuations and disproportionate effects of reclassification of gains on Plug Power security sales included in operating loss.

 

The valuation allowance against our deferred tax assets at June 30, 2008 was $25.8 million and at December 31, 2007 was $22.3 million. We determined that it was more likely than not that ultimate recognition of certain deferred tax assets would not be realized.

 

Liquidity and Capital Resources

We have incurred significant losses as we continue to fund the development and commercialization of our portable power source business. We expect that losses will fluctuate from year to year and that such fluctuations may be substantial as a result of, among other factors, sales of securities available for sale, our operating results, the availability of debt or equity financing, including warrants issued in connection with the December 2006 capital raise, and the ability to attract government funding resources to offset research and development costs.

 

As of June 30, 2008, we had an accumulated deficit of $111.5 million. During the six months ended June 30, 2008, our results of operations resulted in a net loss of $6.5 million and cash used in operating activities totaling $6.5 million. This cash use in 2008 was funded primarily by cash and cash equivalents on hand as of December 31, 2007 of $7.7 million. We expect to continue to incur losses as we seek to develop and commercialize our portable power source products, and we expect to continue funding our operations from current cash and cash equivalents, sales of securities available for sale, proceeds from any debt or equity financings or the exercise of outstanding convertible securities, including warrants issued in connection with the December 2006 capital raise, and government funding. Subject to the availability of financing, we expect to spend approximately $11.7 million on research and development of Mobion technology and $1.8 million in research and development on MTI Instruments’ products during 2008.

 

During the quarter ending September 30, 2008, we have begun to implement a series of strategic cost reduction efforts throughout the organization with the goal of reducing our monthly consolidated cash burn by the beginning of our fourth quarter of 2008. These cost reductions will be accomplished through numerous initiatives, including the elimination of certain non-core functions, outsourcing certain activities and the deferral of non-critical capital expenditures. We expect to achieve this goal while continuing to devote the resources necessary to commercialize our portable power source products and meet our milestones.

 

In addition to our cash and marketable securities of approximately $4.0 million as of June 30, 2008, we have a registration statement on file with the SEC to raise up to $12 million through the issuance of units consisting of senior convertible notes and warrant to purchase our common shares. If our financing activities are successful, we expect to continue to devote the resources necessary to commercialize our portable power source products. If we fail to complete this financing soon, we will need to implement plans to significantly curtail our expenditures, including expenditures on our micro fuel cell research and commercialization.

 

Prior to the impact of the implementation of any cost reduction strategies, cash used to support operations for the second half of 2008 is currently expected to total approximately $6.7 million and cash used for capital expenditures is currently expected to total approximately $315,000.

 

Based on our projected cash requirements for operations and capital expenditures for 2008 and our current cash, cash equivalents and marketable securities of $4,028 thousand at June 30, 2008, we believe we will have adequate resources to fund operations and capital expenditures through September 2008 based on current cash and cash equivalents, current cash flow requirements, revenue and expense projections and the potential sale of securities available for sale at current market values.

 

It is uncertain at this time whether the debt financing from our registration statement filed with the SEC will lead to additional resources for use to commercialize our portable power source products. We have no other commitments for funding future needs of the organization at this time and additional financing during 2008 may not be available to us on acceptable terms, if at all. Capital expenditures will consist of purchases of manufacturing and laboratory equipment, software, computer equipment, and furniture. Proceeds from our sale of securities available for sale are subject to fluctuations in the market value of Plug Power. We may also seek to supplement our resources through additional debt or equity financings, sales of assets (including MTI Instruments), and additional government funding.

 

As of June 30, 2008, we owned 705,657 shares of Plug Power common stock. Potential future sales of Plug Power securities will

 

 

generate taxable income or loss, which is different from book income or loss, as a result of the tax bases in these assets being significantly different from their book bases. Book and tax bases as of June 30, 2008 are as follows:

 

 

Plug Power stock is currently traded on The Nasdaq Global Market and is therefore subject to stock market conditions. When acquired, these securities were unregistered. Our Plug Power securities are considered “restricted securities” as defined in the securities laws and may not be sold in the future without registration under the Securities Act of 1933, as amended, or the Securities Act, unless in compliance with an available exemption from registration. While our Plug Power shares remain “restricted securities,” these shares are now freely transferable in accordance with Rule 144(d) under the Securities Act, subject to the limitations associated with such rule.

 

Working capital was $4.4 million at June 30, 2008, a $6.9 million decrease from $11.3 million at December 31, 2007. This decrease was primarily the result of the use of cash in operations and a decline in the value of our Plug Power common stock.

 

At June 30, 2008, our order backlog was $1.4 million compared to $445,000 at December 31, 2007.

 

Our inventory turnover ratios and accounts receivable days sales outstanding for the trailing twelve month periods and their changes at June 30, 2007 and 2008 are as follows:

 

 

The decline in inventory turnover stemmed from an increase in inventory balances of $434,000 at June 30, 2008, as compared to June 30, 2007, to support a higher level of subassemblies necessary to produce greater semiconductor product sales, especially our semi-automated systems, and strategic stock increases to support a more competitive product delivery schedule.

 

The increase in average accounts receivable days sales outstanding in 2008 compared with 2007 was primarily attributable to our decision to grant our largest commercial customer 90-day payment terms during 2007.

 

Cash used by operating activities was $6.5 million for the six months ended June 30, 2008 compared with $7.7 million in 2007. This cash use decrease of $1.2 million reflects a net increase in cash expenditures to fund operations of $68,000, together with net balance sheet changes which decreased cash expenditures by $1.3 million, reflecting the timing of cash payments and receipts, particularly recognition of deferred revenue and the accrual of certain accrued liabilities.

 

Capital expenditures were $185,000 during the six months ended June 30, 2008, a decrease of $55,000 from the prior year. This decrease was attributable to lower laboratory equipment expenditures to support our micro fuel cell business. Capital expenditures in 2008 included manufacturing, laboratory and demonstration equipment. Outstanding commitments for capital expenditures as of June 30, 2008 totaled $3,000 and include commitments for computer equipment. We expect to finance these expenditures with current cash and cash equivalents, the sale of securities available for sale, external financing and other sources, as appropriate and to the extent available.

 

Critical Accounting Policies and Significant Judgments and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2007 includes a summary of our most significant accounting policies. There have been no material changes to the critical accounting policies previously disclosed in our 2007 Annual Report on Form 10-K. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, securities available for sale, income taxes, stock-based compensation and derivatives. Management bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Periodically, we review our critical accounting estimates with the Audit Committee of our Board of Directors.

 

 

New Accounting Pronouncements

In June 2008, the FASB Staff Position EITF No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“EITF No. 03-6-1”). EITF No. 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and therefore need to be included in the earnings allocation in calculating earnings per share under the two-class method described in SFAS No. 128, “Earnings per Share.” EITF No. 03-6-1 requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share. It is effective for calendar-year companies beginning January 1, 2009. We are currently assessing the potential impact of implementing this standard.

 

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“FASB No. 162”). This standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States (the GAAP hierarchy). The standard is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. We are currently assessing the potential impact of implementing this standard.

 

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” The objective of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and GAAP. FSP FAS 142-3 is effective for financial statements issued for years beginning after December 15, 2008, and interim periods within those years and applied prospectively to intangible assets acquired after the effective date. Since our consolidated financial statements presently do not include any intangible assets, it does not expect the adoption of FSP FAS 142-3 to have a material impact on its financial position, results of operations or cash flows.

 

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, or SFAS No. 161. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedging items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedging items affect an entity’s financial position, financial performance, and cash flows. This statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2008. This statement will be effective for us for our fiscal year beginning January 1, 2009. We have not yet determined the impact, if any, of this statement on our consolidated financial statements.

 

In December 2007, the FASB issued SFAS No. 141R, Business Combinations—a replacement of FASB Statement No. 141, or SFAS No. 141R, which significantly changes the principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141R is effective prospectively, except for certain retrospective adjustments to deferred tax balances, for fiscal years beginning after December 15, 2008. This statement will be effective for us for our fiscal year beginning January 1, 2009. We have not yet determined the impact, if any, of this statement on our consolidated financial statements.

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51, or SFAS No. 160. SFAS No. 160 requires that accounting and reporting for minority interests will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. This statement is effective as of the beginning of an entity’s first fiscal year beginning after December 15, 2008. This statement will be effective for us for our fiscal year beginning January 1, 2009. Based upon the June 30, 2008 balance sheet, the adoption of SFAS No. 160 would require us to reclassify $64,000 from minority interests in consolidated subsidiaries to the our stockholders’ equity section as a separate component of stockholders’ equity.

 

 

Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements contained in this Form 10-Q that are not statements of historical fact may be forward-looking statements. When we use the words “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” “should,” “could,” “may,” “will” and similar words or phrases, we are identifying forward-looking statements. Forward-looking statements involve risks, uncertainties, estimates and assumptions which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Important factors that could cause these differences include the following:

 

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable

 

 

securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

Item 4. Controls and Procedures

The certifications of our Chief Executive Officer and Chief Financial Officer attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures and internal control over financial reporting. Such certifications should be read in conjunction with the information contained in this Item 4 for a more complete understanding of the matters covered by such certifications.

 

(a) Evaluation of Disclosure Controls and Procedures

Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and other procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, reported and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure in accordance with Exchange Act Rule 13a-15(e). Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

(b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our fiscal quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

At any point in time, we may be involved in various lawsuits or other legal proceedings. Such lawsuits could arise from the sale of products or services or from other matters relating to our regular business activities, compliance with various governmental regulations and requirements, or other transactions or circumstances. We do not believe there are any such proceedings presently pending that could have a material adverse effect on our financial condition. See Note 14 to our Condensed Consolidated Financial Statements for further information.

 

Our Annual Report on Form 10-K for the year ended December 31, 2007 contains a detailed discussion of our risk factors. In addition, information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Statement Concerning Forward Looking Statements”. These risk factors could cause our actual results to differ materially from those stated in forward-looking statements contained in this document and elsewhere. Pursuant to the instructions to this Quarterly Report on Form 10-Q, we have provided below only those risk factors that are new or that have been materially amended since the time that we filed our 2007 Annual Report on Form 10-K. Accordingly, the information presented below should be read in conjunction with the risk factors and information disclosed in our 2007 Annual Report on Form 10-K.

 

We have incurred recurring net losses and anticipate continued net losses as we execute our commercialization plan for our portable power source business. If we do no raise financing in the next few months, we will be required to dramatically downsize or discontinue our business.

We have incurred recurring net losses, including net losses of $5.6 million for the six months ended June 30, 2007 and $6.5 million for the six months ended June 30, 2008, which includes a net gain of $666,000 on derivatives and a gain of $682,000 on sales of Plug Power stock in 2008. As a result of ongoing operating losses, we had an accumulated deficit of $111.5 million as of June 30, 2008. We expect to continue to make significant expenditures and incur substantial expenses as we develop and commercialize our proposed portable power source products; develop our manufacturing, sales, and distribution networks; implement internal systems and infrastructure; and hire additional personnel. As a result, we expect to continue to incur continued significant losses as we execute our plan to commercialize our portable power source business and may never achieve or maintain profitability. We will be unable to satisfy our current obligations solely from cash generated from operations or become profitable until we successfully commercialize our portable power source business.

 

 

As of June 30, 2008, we had cash and marketable equity securities of approximately $4.0 million. Our present cost structure of operations averages an approximate $1.1 million cash burn per month, primarily incurred in support of the commercialization of our portable power source business. If we do no raise sufficient funds in the current proposed public offering or are unable to secure alternative financing in the next few months, we will be forced to discontinue or curtail our business operations; sell assets at unfavorable prices; or merge, consolidate, or combine with a company with greater financial resources in a transaction that may be unfavorable to us.

We may experience an “ownership change” in connection with our proposed public offering of units consisting of convertible senior notes and warrants to purchase shares of our common stock (or in the future), which would result in a limitation of the use of our net operating losses.

 

As of June 30, 2008, we had approximately $60 million of net operating loss, or NOL, carryforwards. Our ability to utilize these NOL carryforwards, including any future NOL carryforwards that may arise, may be limited by Section 382 of the Internal Revenue Code of 1986, as amended, if we undergo an “ownership change” as a result of subsequent changes in the ownership of our outstanding common stock pursuant to the exercise of the warrants, the conversion of the notes, or otherwise. A corporation generally undergoes an “ownership change” when the ownership of its stock, by value, changes by more than 50 percentage points over any three-year testing period. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of post-ownership change taxable income a corporation may offset with pre-ownership change NOL carryforwards and certain recognized built-in losses.

 

On August 14, 2008, we issued a press release announcing our financial results for the quarter ended June 30, 2008. The full text of the press release is furnished as Exhibit 99.1 hereto.

 

On July 3, 2008, we filed an amendment to our registration statement on Form S-1 originally filed with the Securities and Exchange Commission on March 27, 2008 and amended on May 22, 2008 for the proposed public offering of units consisting of convertible senior notes and warrants to purchase our common shares. Several terms including the amount and price, of the units being offered have not yet been determined. The registration statement has not yet become effective and the units may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The offering will be made only by means of a prospectus. Copies of the prospectus relating to these securities may be obtained from: Merriman Curhan Ford & Co., 600 California Street, 9^th Floor, San Francisco, CA 94108, Telephone 415-248-5600, Fax 415-248-5690.

 

 

 

 

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.