Soluna Holdings, Inc - Quarter Report: 2015 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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

For the quarterly period ended September 30, 2015

or

☐      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)

______________

 

325 Washington Avenue Extension, Albany, New York 12205

(Address of principal executive offices)                               (Zip Code)

(518) 218-2550

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐

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 ☒  No ☐

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐    Accelerated filer  ☐  Non-accelerated filer  ☐   (Do not check if a smaller reporting company) Smaller reporting company  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, par value of $0.01 per share, outstanding as of October 30, 2015 was 5,258,883.

 

 

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MECHANICAL TECHNOLOGY, INCORPORATED AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION	2
Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets
As of September 30, 2015 (Unaudited) and December 31, 2014	2
Condensed Consolidated Statements of Operations (Unaudited)
For the Three and Nine Months Ended September 30, 2015 and 2014	3
Condensed Consolidated Statements of Changes in Equity
For the Year Ended December 31, 2014 and Nine Months Ended September 30, 2015 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2015 and 2014	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.  Controls and Procedures	16
PART II. OTHER INFORMATION	17
Item 1.        Legal Proceedings	17
Item 1A.    Risk Factors	17
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.       Defaults Upon Senior Securities	17
Item 4.       Mine Safety Disclosures	17
Item 5.       Other Information	17
Item 6.       Exhibits	18
SIGNATURES	19

 

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

Mechanical Technology, Incorporated and Subsidiaries

Condensed Consolidated Balance Sheets

As of September 30, 2015 (Unaudited) and December 31, 2014

 

 

(Dollars in thousands, except per share)		September 30,			December 31,
		2015			2014
Assets
Current Assets:
Cash		$	899		$	1,923
Accounts receivable – less allowances of $54 in 2015 and $0 in 2014			891			1,196
Notes receivable – related party, net			—			20
Inventories			1,012			773
Deferred income taxes, net			20			20
Prepaid expenses and other current assets			72			92
Total Current Assets			2,894			4,024
Deferred income taxes, net			1,315			1,315
Property, plant and equipment, net			136			140
Total Assets		$	4,345		$	5,479
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable		$	225		$	216
Accrued liabilities			1,013			1,045
Total Current Liabilities			1,238			1,261
Commitments and Contingencies (Note 8)
Stockholders’ Equity:
Common stock, par value $0.01 per share, authorized 75,000,000; 6,263,975 issued in both 2015 and 2014			63			63
Additional paid-in capital			135,802			135,698
Accumulated deficit			(119,004	)		(117,789	)
Common stock in treasury, at cost, 1,005,092 shares in both 2015 and 2014			(13,754	)		(13,754	)
Total Stockholders’ Equity			3,107			4,218
Total Liabilities and Stockholders’ Equity		$	4,345		$	5,479

 

 

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

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Mechanical Technology, Incorporated and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

For the Three and Nine Months Ended September 30, 2015 and 2014

 

(Dollars in thousands, except per share)		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2015			2014			2015			2014
Product revenue		$	1,296		$	1,940		$	4,883		$	5,800
Operating costs and expenses:
Cost of product revenue			572			781			1,943			2,356
Research and product development expenses			352			309			1,106			1,041
Selling, general and administrative expenses			968			899			3,025			2,705
Operating loss			(596	)		(49	)		(1,191	)		(302	)
Other loss, net			(1	)		—			(1	)		—
Loss before income taxes			(597	)		(49	)		(1,192	)		(302	)
Income tax expense			(13	)		(4	)		(23	)		(5	)
Net loss		$	(610	)	$	(53	)	$	(1,215	)	$	(307	)
Loss per share (Basic and Diluted)		$	(.12	)	$	(.01	)	$	(.23	)	$	(.06	)
Weighted average shares outstanding (Basic and Diluted)			5,258,883			5,256,883			5,258,883			5,256,883

 

 

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

 

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MECHANICAL TECHNOLOGY, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Equity

For the Year Ended December 31, 2014

and the Nine Months Ended September 30, 2015 (Unaudited)

 

(Dollars in thousands, except per share)	Common Stock										Treasury Stock
	Shares	Amount			Additional Paid- in Capital			Accumulated Deficit			Shares	Amount			Total   Stockholders’ Equity (Deficit)
January 1, 2014	6,261,975	$	63		$	135,612		$	(118,529	)	1,005,092	$	(13,754	)	$	3,392
Net income	-		-			-			740		-		-			740
Stock based compensation	-		-			85			-		-		-			85
Issuance of shares – option exercises	2,000		-			1			-		-		-			1
December 31, 2014	6,263,975	$	63		$	135,698		$	(117,789	)	1,005,092	$	(13,754	)	$	4,218
Net loss	-		-			-			(1,215	)	-		-			(1,215	)
Stock based compensation	-		-			104			-		-		-			104
September 30, 2015	6,263,975	$	63		$	135,802		$	(119,004	)	1,005,092	$	(13,754	)	$	3,107

 

 

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

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MECHANICAL TECHNOLOGY, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2015 and 2014

 

(Dollars in thousands)		Nine Months Ended September 30,
		2015			2014
Operating Activities
Net loss		$	(1,215	)	$	(307	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			59			65
Provision for bad debts			54			—
Stock based compensation			104			60
Provision for excess and obsolete inventories			51			43
Changes in operating assets and liabilities:
Accounts receivable			251			(154	)
Inventories			(290	)		(152	)
Prepaid expenses and other current assets			20			27
Accounts payable			9			94
Accrued liabilities			(32	)		79
Net cash used in operating activities			(989	)		(245	)
Investing Activities
Purchases of equipment			(55	)		(56	)
Principle payments from notes receivable – related party			20			—
Net cash used in investing activities			(35	)		(56	)
Decrease in cash			(1,024	)		(301	)
Cash – beginning of period			1,923			1,211
Cash – end of period		$	899		$	910

 

 

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

 

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Notes to Condensed Consolidated Financial Statements (Unaudited)

 

1.             Nature of Operations

Description of Business

Mechanical Technology, Incorporated (MTI or the Company), a New York corporation, was incorporated in 1961. The Company’s core business is conducted through MTI Instruments, Inc. (MTI Instruments), a wholly-owned subsidiary.

 

MTI Instruments was incorporated in New York on March 8, 2000 and is a supplier of precision linear displacement solutions, vibration measurement and system balancing systems, and wafer inspection tools, consisting of electronic gauging instruments for position, displacement and vibration application within the industrial manufacturing/production markets, as well as the research, design and process development market; tensile stage systems for materials testing at academic and industrial research settings; and engine vibration analysis systems for both military and commercial aircraft. These tools, systems and solutions are developed for markets and applications that require the precise measurements and control of products, processes, and the development and implementation of automated manufacturing, assembly, and consistent operation of complex machinery.

 

Liquidity

 

The Company has incurred significant losses primarily due to its past efforts to fund direct methanol fuel cell product development and commercialization programs, and has an accumulated deficit of approximately $119.0 million and working capital of approximately $1.7 million at September 30, 2015.

 

Based on the Company’s projected cash requirements for operations and capital expenditures, its current available cash of approximately $900 thousand, up to $2.5 million available from its existing credit facilities, current cash flow requirements and revenue and expense projections, management believes it will have adequate resources to fund operations and capital expenditures for at least the next twelve months.

 

2.             Basis of Presentation

In the opinion of management, the Company’s condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the periods presented in accordance with United States of America Generally Accepted Accounting Principles (U.S. GAAP) and with the instructions to Form 10-Q in Article 10 of the Securities and Exchange Commissions (SEC) Regulation S-X.  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 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, 2014.

 

The information presented in the accompanying condensed consolidated balance sheet as of December 31, 2014 has been derived from the Company’s audited consolidated financial statements. All other information has been derived from the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2015 and September 30, 2014.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MTI Instruments. All intercompany balances and transactions are eliminated in consolidation.

 

The Company records its investment in MeOH Power, Inc. using the equity method of accounting. The fair value of the Company’s interest in MeOH Power, Inc. has been determined to be $0 as of September 30, 2015 and December 31, 2014, based on MeOH Power, Inc.’s net position and expected cash flows. As of September 30, 2015, the Company retained its ownership of approximately 47.5% of MeOH Power, Inc.’s outstanding common stock, or 75,049,937 shares, and 55.3% of the common stock and warrants issued, which includes 31,904,136 warrants outstanding.        

  

 

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3.             Accounts Receivable

Accounts receivables consist of the following at:

(Dollars in thousands)		September 30, 2015			December 31, 2014
U.S. and State Government		$	122		$	3
Commercial			823			1,193
Allowance for doubtful accounts			(54	)		—
Total		$	891		$	1,196

 

For the nine months ended September 30, 2015 and 2014, the largest commercial customer represented 6.4% and 12.6%, respectively, and the largest governmental agency represented 5.2% and 22.1%, respectively, of the Company’s product revenue. As of September 30, 2015 and December 31, 2014, the largest commercial receivable represented 15.1% and 9.1%, respectively, and the largest governmental receivable represented 13.7% and 0.2%, respectively, of the Company’s accounts receivable. 

 

4.             Inventories

Inventories consist of the following at:

(Dollars in thousands)		September 30, 2015			December 31, 2014
Finished goods		$	369		$	314
Work in process			287			161
Raw materials			356			298
Total		$	1,012		$	773

 

5.             Property, Plant and Equipment

Property, plant and equipment consist of the following at:

(Dollars in thousands)			September 30, 2015			December 31, 2014
Leasehold improvements		$	39		$	39
Computers and related software			1,053			1,035
Machinery and equipment			853			817
Office furniture and fixtures			62			61
			2,007			1,952
Less: Accumulated depreciation			1,871			1,812
		$	136		$	140

 

Depreciation expense was $59 thousand and $83 thousand for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively.

 

6.             Income Taxes

During the three and nine months ended September 30, 2015, the Company’s effective income tax rate was 2.2% and 1.9%, respectively. The projected annual effective tax rate is less than the Federal statutory rate of 34%, primarily due to permanent differences, the change in the valuation allowance and changes to estimated taxable income for 2015.  For the three and nine months ended September 30, 2014, the Company’s effective income tax rate was 8.2% and 1.7%, respectively. Income tax expense of $13 thousand and $23 thousand for the three and nine months ended September 30, 2015, respectively, related to payment of prior and current year federal and state tax expenses.

 

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The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance. In addition, the Company’s assessment requires us to schedule future taxable income in accordance with accounting standards that address income taxes to assess the appropriateness of a valuation allowance which further requires the exercise of significant management judgment.

The Company has determined that it expects to generate sufficient levels of pre-tax earnings in the future to realize the net deferred tax assets recorded on the balance sheet at September 30, 2015. The Company has projected such pre-tax earnings utilizing a combination of historical and projected results, taking into consideration existing levels of permanent differences, non-deductible expense and the reversal of significant temporary differences. We project that our taxable income for the next three years is adequate to ensure the realizability of the $1.3 million of deferred tax assets recorded on our balance sheet at September 30, 2015. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to adjust the recorded valuation allowance, which could materially impact our financial position and results of operations. We will continue to evaluate the ability to realize our deferred tax assets and related valuation allowance on a quarterly basis.

The Company believes that the accounting estimate for the valuation of deferred tax assets is a critical accounting estimate, because judgment is required in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns. The Company based the estimate of deferred tax assets and liabilities on current tax laws and rates and, in certain cases, business plans and other expectations about future outcomes. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, the Company may need to adjust the recorded valuation allowance, which could materially impact our financial position and results of operations. The valuation allowance was $17.1 million at September 30, 2015 and $16.7 million at December 31, 2014. The Company will continue to evaluate the ability to realize its deferred tax assets and related valuation allowances on a quarterly basis.

 

7.             Stockholders’ Equity

Common Stock

The Company has one class of common stock, par value $.01.  Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders.  As of September 30, 2015 and December 31, 2014, there were 5,258,883 shares of common stock issued and outstanding.

 

Reservation of Shares

The Company had reserved common shares for future issuance as follows as of September 30, 2015:

 

Earnings (Loss) per Share

The Company computes basic income (loss) per common share by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted income (loss) per share reflects the potential dilution, if any, computed by dividing income (loss) by the combination of dilutive common share equivalents, comprised of shares issuable under outstanding investment rights, warrants and the Company’s share-based compensation plans, and the weighted average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money stock options, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of a stock option, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the amount of windfall tax benefits that would be recorded in additional paid-in capital, if any, when the stock option is exercised are assumed to be used to repurchase shares in the current period.

Not included in the computation of earnings per share, assuming dilution, for the three and nine months ended September 30, 2015, were options to purchase 939,064 shares of the Company’s common stock. These potentially dilutive items were excluded because the Company incurred a loss during the periods and their inclusion would be anti-dilutive.

 

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Not included in the computation of earnings per share, assuming dilution, for the three and nine months ended September 30, 2014, were options to purchase 709,721 shares of the Company’s common stock. These potentially dilutive items were excluded because the Company incurred a loss during the periods and their inclusion would be anti-dilutive.

 

8.             Commitments and Contingencies

Commitments:

Leases

The Company and its subsidiary lease certain manufacturing, laboratory and office facilities. The lease provides for the Company to pay its allocated share of insurance, taxes, maintenance and other costs of the leased property. Under the May 2, 2014 agreement, MTI Instruments has an option to terminate the lease as of December 1, 2016. If MTI Instruments terminates the lease prior to November 2019, MTI Instruments is required to reimburse the landlord for all unamortized costs that the landlord incurred for renovations to the leased space in conjunction with the lease renewal. 

 

Future minimum rental payments required under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of September 30, 2015 are (dollars in thousands): $55 remaining in 2015, $222 in 2016, $224 in 2017, $218 in 2018 and $204 in 2019.

 

Warranties

Product warranty liabilities are included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets.  Below is a reconciliation of changes in product warranty liabilities:

 

(Dollars in thousands)		Nine Months Ended September 30,
		2015			2014
Balance, January 1		$	17		$	17
Accruals for warranties issued			12			14
Settlements made (in cash or in kind)			(10	)		(7	)
Balance, end of period		$	19		$	24

 

Employment Agreement

The Company has an employment agreement with one employee that provides certain payments upon termination of employment under certain circumstances, as defined in the agreement. As of September 30, 2015, the Company’s potential minimum obligation to this employee was approximately $74 thousand. 

 

Contingencies:

 

Legal

 

We are subject to legal proceedings, claims and liabilities which arise in the ordinary course of business. When applicable, we accrue for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Legal fees are charged to expense as they are incurred.

 

9.             Debt

On June 16, 2015, the Company entered into a Loan Agreement (the Loan) with Bank of America, N.A. (the Bank) to replace its previous line of credit with the Bank. The Loan contains three different credit facilities for our use in future capital requirements and strategic initiatives. All the credit facilities under the Loan are available until July 31, 2016 and may be renewed subject to all the terms and conditions as set forth in the Loan. Except as otherwise stated in the Loan, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. The Loan is secured by equipment and fixtures, inventory and receivables owned by the Company and guaranteed by MTI Instruments. The Loan requires the Company to provide specified financial information within 120 days of the fiscal year end and maintain on a consolidated basis a Debt Service Coverage Ratio of at least 1.25 to 1.0 on an annual basis. The Company is also subject to other restrictions as set forth in the Loan.  

 

The Company may borrow under the Facility No. 1 Commitment revolving line of credit from time to time up to $1 million. This facility is similar to the line of credit that was entered into in May 2014. The Facility No. 1 Commitment is payable no later than the expiration date of the Loan and interest is payable on the last day of each month beginning on June 30, 2015 and until payment has been made in full. The interest rate on funds borrowed under the Facility No. 1 Commitment is equal to the LIBOR Daily Floating Rate plus 2.50%.

 

 

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The Company may borrow under the Facility No. 2 Commitment non-revolving line of credit from time to time up to $1 million. Any amount borrowed under the Facility No. 2 Commitment permanently reduces the amount remaining available to borrow under this line of credit. Any principal borrowed under the Facility No. 2 Commitment is payable in equal installments beginning on August 31, 2016, and on the same day of each month thereafter, and ending on July 31, 2021 (the Repayment Period) and may be prepaid in full or in part at any time. The interest rate on funds borrowed under the Facility No. 2 Commitment is equal to the LIBOR Rate (Adjusted Periodically) plus 2.50% and will be adjusted on the first day of the month of every month (the Adjustment Date) and remain fixed until the next Adjustment Date. This facility provides for payment of any accrued interest on June 30, 2015, and then on the last day of each month thereafter until payment in full of any principal outstanding under this facility. Each prepayment of an amount bearing interest must be accompanied by the amount of accrued interest on the amount prepaid and a prepayment fee. During the Repayment Period, the Company has a one-time option to convert the interest rate on the loan from the rate specified above to a fixed rate, provided no event of default exists.

 

The Company may borrow under the Facility No. 3 Commitment non-revolving line of credit from time to time up to $500 thousand. Any amount borrowed under the Facility No. 3 Commitment permanently reduces the amount remaining available to borrow under this line of credit. Any principal borrowed under the Facility No. 3 Commitment is payable in equal installments beginning on August 31, 2016, and on the same day of each month thereafter, and ending on July 31, 2021 (the Repayment Period) and may be prepaid in full or in part at any time. The interest rate on funds borrowed under the Facility No. 3 Commitment is equal to the LIBOR Rate (Adjusted Periodically) plus 2.50% and will be adjusted on the first day of the month of every month (the Adjustment Date) and remain fixed until the next Adjustment Date. This facility provides for payment of any accrued interest on June 30, 2015, and then on the last day of each month thereafter until payment in full of any principal outstanding under this facility. Each prepayment of an amount bearing interest must be accompanied by the amount of accrued interest on the amount prepaid and a prepayment fee. During the Repayment Period, the Company has a one-time option to convert the interest rate on the loan from the rate specified above to a fixed rate, provided no event of default exists.

 

As of September 30, 2015, there were no amounts outstanding under these credit facilities.

 

10.          Stock Based Compensation

During 2015, the Company granted 140,000 options to purchase the Company’s common stock from The Mechanical Technology, Incorporated 2014 Equity Incentive Plan (the 2014 Plan), which generally vest 25% on each of the first four anniversaries of the date of the award. The exercise price of these grants was $1.20 per share and was based on the closing market price of the Company’s common stock on the dates of grant. Using a Black-Scholes Option Pricing Model, the weighted average fair value of these options was $1.14 per share and was estimated at the date of grant. 

 

During 2014, the Company granted 140,000 options to purchase the Company’s common stock from The Mechanical Technology, Incorporated 2012 Equity Incentive Plan, which generally vest 25% on each of the first four anniversaries of the date of the award. The exercise price of these grants was $1.08 per share and was based on the closing market price of the Company’s common stock on the dates of grant. Using a Black-Scholes Option Pricing Model, the weighted average fair value of these options was $1.07 per share and was estimated at the date of grant. 

 

During 2014, the Company granted 102,000 options to purchase the Company’s common stock from the 2014 Plan, which generally vest 25% on each of the first four anniversaries of the date of the award. The exercise price of these grants was $0.85 per share and was based on the closing market price of the Company’s common stock on the dates of grant. Using a Black-Scholes Option Pricing Model, the weighted average fair value of these options was $0.84 per share and was estimated at the date of grant. 

 

11.          Related Party Transactions

MeOH Power, Inc.

 

As of September 30, 2015, the Company owned an aggregate of approximately 47.5% of MeOH Power, Inc.’s outstanding common stock, or 75,049,937 shares, and 55.3% of the common stock and warrants issued, which includes 31,904,136 warrants outstanding. The number of shares of MeOH Power, Inc.’s common stock authorized for issuance is 240,000,000 as of September 30, 2015.

 

On December 18, 2013, MeOH Power, Inc. and the Company executed a Senior Demand Promissory Note (the Note) in the amount of $380 thousand to secure the intercompany amounts due to the Company from MeOH Power, Inc. upon the deconsolidation of MeOH Power, Inc. Interest accrues on the Note at the Prime Rate in effect on the first business day of the month, as published in the Wall Street Journal. At the Company’s option, all or part of the principal and interest due on this Note may be converted to shares of common stock of MeOH Power, Inc. at a rate of $0.07 per share. Interest began accruing on January 1, 2014. At December 31, 2013, the Company recorded a full allowance against the Note. In 2014, $115 thousand was received from MeOH Power, Inc. in principle and interest and an additional $20 thousand was released from the allowance in advance of a January 2015 payment from MeOH Power, Inc. As of September 30, 2015 and December 31, 2014, $264 thousand and $278 thousand, respectively, of principal and interest are available to convert into shares of common stock of MeOH Power, Inc. Any adjustments to the allowance are recorded as miscellaneous expense during the period incurred.     

 

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12.          Recent Accounting Standards or Updates Not Yet Effective

The Company considered the applicability and impact of all accounting standard updates (ASUs). ASUs not mentioned below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-09 (Revenue from Contracts with Customers) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard, as amended, will be effective for the Company beginning in the first quarter of 2019. This standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. Early adoption is permitted, but no earlier than calendar 2018. This standard could impact the timing and amounts of revenue recognized. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

 

In February 2015, the FASB issued an ASU that changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This standard will be effective for the Company beginning in the first quarter of 2017, and early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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 and “MTI Instruments” refers to MTI Instruments, Incorporated, a New York corporation and our wholly-owned subsidiary.

 

The following discussion of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related 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 related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2014 contained in our 2014 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 set forth in Part I Item 1A-Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed on March 5, 2015, and elsewhere in this Quarterly Report on Form 10-Q. Readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q. Please see “Statement Concerning Forward-Looking Statements” below.

 

Overview

 

MTI’s core business is conducted through MTI Instruments, Inc., a wholly-owned subsidiary. MTI Instruments is a supplier of precision linear displacement solutions, vibration measurement and system balancing solutions, precision tensile measurement systems and wafer inspection tools, serving markets that require 1) the precise measurements and control of products and processes in automated manufacturing, assembly, and consistent operation of complex machinery, 2) metrology tools for semiconductor and solar wafer characterization, tensile stage systems for materials testing and precision linear displacement gauges all for use in academic and industrial research and development settings, and  3) engine balancing and vibration analysis systems for both military and commercial aircraft.

 

We are continuously working on ways to increase our sales reach, including expanded worldwide sales coverage and enhanced internet marketing.  

 

Results of Operations

Results of Operations for the Three and Nine Months Ended September 30, 2015 Compared to the Three and Nine Months Ended September 30, 2014.

 

MTI Instruments, Inc.

 

Product Revenue: Product revenue consists of revenue recognized from the MTI Instruments’ product lines.

Product revenue for the three months ended September 30, 2015 decreased by $644 thousand, or 33.2%, to $1.3 million from $1.9 million during the three months ended September 30, 2014. This decrease in product revenue was attributable to a $468 thousand decrease in laser, capacitance and general instrumentation product sales and $267 thousand less in U.S. Air Force business under expiring contracts (see below). These decreases were partially offset by increases in commercial engine vibration system sales. In addition, the economic slowdown across Asia has impacted capital spending on new equipment and automation. For the three months ended September 30, 2015, the largest commercial customer for the segment was an engine test cell integrator in the U.S., which accounted for 14.6% of the third quarter 2015 revenue. In 2014, the largest commercial customer for the segment was an Asian customer, which accounted for 9.7% of the third quarter 2014 revenue. The U.S. Air Force was the largest government customer for the three months ended September 30, 2015 and 2014, accounting for 9.9% and 21.1%, respectively, of revenue for the three month periods ended September 30, 2015 and 2014.

Product revenue for the nine months ended September 30, 2015 decreased by $917 thousand, or 15.8%, to $4.9 million from $5.8 million during the nine months ended September 30, 2014. This decrease in product revenue was attributable to a $1.2 million decrease in laser, capacitance and general instrumentation product sales and $1.1 million less in U.S. Air Force business under expiring contracts (see below). These decreases were partially offset by increases in commercial engine vibration system sales. In addition, the economic slowdown across Asia has impacted capital spending on new equipment and automation. For the nine months ended September 30, 2015, the largest commercial customer for the segment was a Fortune 100 company, which accounted for 6.4% of the year-to-date 2015 revenue. In 2014, the largest commercial customer for the segment was an Asian customer, which accounted for 12.6% of the revenue during the nine months ended September 30, 2014. The U.S. Air Force was the largest government customer for the nine months ended September 30, 2015 and 2014, accounting for 5.2% and 22.1%, respectively, of revenue for the nine month periods ended September 30, 2015 and 2014. 

 

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

 

(Dollars in thousands)		Revenues for the Three Months Ended September 30,					Revenues for the Nine Months Ended September 30,						Contract Revenues to Date September 30,			Total Contract Orders Received to Date September 30,
Contract (1)	Expiration	2015			2014			2015			2014		2015			2015
$6.5 million U.S. Air Force Maintenance	09/27/2014  (2)	$	5		$	215		$	5		$	443		$	5,006		$	5,006
$4.1 million U.S. Air Force Systems	08/29/2015  (2)	$	—		$	57		$	—		$	684		$	2,793		$	2,793
$917 thousand U.S. Air Force Kit	09/30/2014  (2)	$	—		$	—		$	—		$	—		$	769		$	769

__________________

(1)      Contract values represent maximum potential values at time of contract placement and may not be representative of actual results.

(2)         Date represents expiration of contract, including the exercise of option extensions. At this time, no additional orders are expected under any of these specific contracts. 

 

Cost of Product Revenue: Cost of product revenue includes the direct material and labor cost as well as an allocation of overhead costs that relate to the manufacturing of products we sell. In addition, cost of product revenue also includes the labor and material costs incurred for product maintenance, replacement parts and service under our contractual obligations.

 

Cost of product revenue at MTI Instruments for the three months ended September 30, 2015 decreased by $209 thousand, or 26.8%, to $572 thousand from $781 thousand during the three months ended September 30, 2014. Cost of product revenue at MTI Instruments for the nine months ended September 30, 2015 decreased by $414 thousand, or 17.6%, to $1.9 million from $2.4 million during the nine months ended September 30, 2014. These decreases are primarily a result of the decreased sales as discussed above under Product Revenue. Gross profit, as a percentage of product revenue, decreased to 55.9% for the three month period and increased to 60.2% for the nine month period ending September 30, 2015, compared to 59.8% and 59.4%, respectively, for the same periods in 2014. The decrease in gross margin percentage for the three months ended September 30, 2015 compared to the prior period was a result of reserves established for slow moving inventory. However, the gross margin percentage for the nine months ended September 30, 2015 improved compared to the prior period due to the current customer mix consisting of a higher percentage of domestic, commercial sales. 

 

Research and Product Development Expenses: Research and product development expenses includes the costs of materials to build development and prototype units, cash and non-cash compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to outside suppliers for subcontracted components and services, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities, to the extent not reimbursed by our customers.

 

Research and product development expenses at MTI Instruments for the three months ended September 30, 2015 increased by $43 thousand, or 14.2%, to $352 thousand from $309 thousand during the three months ended September 30, 2014. Research and product development expenses at MTI Instruments for the nine months ended September 30, 2015 increased by $65 thousand, or 6.3%, to $1.1 million from $1.0 million during the nine months ended September 30, 2014. These increases were due to higher labor costs combined with increased material spending on current development projects. 

 

Selling, General and Administrative Expenses: Selling, general and administrative expenses includes cash and non-cash compensation, benefits and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services.

 

Selling, general and administrative expenses at MTI Instruments for the three months ended September 30, 2015 increased by $52 thousand, or 8.9%, to $637 thousand from $585 thousand during the three months ended September 30, 2014. This increase is the result of additional staffing, utilization of IT and sales application consultants, increased international travel and $29 thousand in reserves established during the period for potentially uncollectible receivables. 

 

Selling, general and administrative expenses at MTI Instruments for the nine months ended September 30, 2015 increased by $304 thousand, or 17.9%, to $2.0 million from $1.7 million during the nine months ended September 30, 2014. This increase is the result of additional staffing, utilization of IT and sales application consultants, increased international travel and $54 thousand in reserves established during 2015 for potentially uncollectible receivables. 

 

 

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MTI Parent – Corporate Entity

 

Selling, General and Administrative Expenses: Selling, general and administrative expenses incurred by the Corporate Entity for the three months ended September 30, 2015 increased by $17 thousand, or 5.3%, to $331 thousand from $314 thousand during the three months ended September 30, 2014.

 

Selling, general and administrative expenses incurred by the Corporate Entity for the nine months ended September 30, 2015 increased by $16 thousand, or 1.6%, remaining at $1.0 million during the nine months ended September 30, 2015 and 2014.

 

Results of Consolidated Operations

 

Operating Loss: Operating loss for the three months ended September 30, 2015 was $596 thousand compared to $49 thousand during the comparable 2014 period. Operating loss for the nine months ended September 30, 2015 was $1.2 million compared to $302 thousand during the comparable 2014 period. These decreases in operating loss were a result of the factors noted above, primarily the decrease in product revenue at MTI Instruments.

 

Income Tax Expense: Income tax expense for the three months ended September 30, 2015 and 2014 was $13 thousand and $4 thousand, respectively. Our income tax rate for the three months ended September 30, 2015 and 2014 was 2.2% and 8.2%, respectively.  

 

Income tax expense for the nine months ended September 30, 2015 and 2014 was $23 thousand and $5 thousand, respectively. Our income tax rate for the nine months ended September 30, 2015 and 2014 was 1.9% and 1.7%, respectively.

 

Net Loss: Net loss for the three months ended September 30, 2015 was $610 thousand compared to $53 thousand during the comparable 2014 period. Net loss for the nine months ended September 30, 2015 was $1.2 million compared to $307 thousand during the comparable 2014 period. These increases in net loss are primarily attributable to the decreases in product revenue at MTI Instruments.

 

Management’s Plan, Liquidity and Capital Resources

 

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

 

(Dollars in thousands)	Nine Months Ended				Nine Months Ended				Year Ended
	September 30,				September 30,				December 31,
	2015				2014				2014
Cash	$	899			$	910			$	1,923
Working capital		1,656				1,534				2,763
Net (loss) income		(1,215	)			(307	)			740
Net cash (used in) provided by operating activities		(989	)			(245	)			686
Purchase of property, plant and equipment		(55	)			(56	)			(77	)

 

The Company has historically incurred significant losses (the majority, until 2012, stemming from the direct methanol fuel cell product development and commercialization programs of MeOH Power, Inc.) and had a consolidated accumulated deficit of $119.0 million as of September 30, 2015. During the nine months ended September 30, 2015, the Company had a net loss of $1.2 million, had cash used in operating activities totaling $989 thousand and had working capital of $1.7 million. Management believes that the Company currently has adequate resources to avoid cost cutting measures that could adversely affect the business. As of September 30, 2015, we had no debt, no capital expenditure commitments and approximately $899 thousand of cash available to fund our operations.

 

If production levels rise at MTI Instruments, additional capital equipment may be required in the foreseeable future. We expect to spend a total of approximately $75 thousand on capital equipment and $1.5 million in research and development on MTI Instruments’ products during 2015. We expect to finance any future expenditures and continue funding our operations from our current cash position and our projected 2015 cash flow pursuant to management’s current plan. We may also seek to supplement our resources by drawing upon our available credit facilities and/or through sales of stock or assets. Besides the Company’s lines of credit, the Company has no other formal commitments for funding future needs of the organization at this time and such additional financing during 2015, if required, may not be available to us on acceptable terms or at all.

 

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While it cannot be assured, management believes that, due in part to our current working capital level, recent replacements in sales and engineering staff, effective inventory management and stabilized spending, the Company should be able to generate sufficient cash flows to fund the Company’s active operations for the foreseeable future. However, if revenue estimates are delayed or missed, the Company may need to implement additional steps to ensure liquidity including, but not limited to, the deferral of planned capital spending and/or delaying existing or pending product development initiatives. Such steps, if required, could potentially have a material and adverse effect on our business, results of operations and financial condition.

 

Debt

 

On June 16, 2015, the Company entered into a Loan Agreement (the Loan) with Bank of America, N.A. (the Bank) to replace its previous line of credit with the Bank. The Loan contains three different credit facilities for our use in future capital requirements and strategic initiatives. All the credit facilities under the Loan are available until July 31, 2016 and may be renewed subject to all the terms and conditions as set forth in the Loan. Except as otherwise stated in the Loan, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. The Loan is secured by equipment and fixtures, inventory and receivables owned by the Company and guaranteed by MTI Instruments. The Loan requires the Company to provide specified financial information within 120 days of the fiscal year end and maintain on a consolidated basis a Debt Service Coverage Ratio of at least 1.25 to 1.0 on an annual basis. The Company is also subject to other restrictions as set forth in the Loan. As of September 30, 2015, there were no amounts outstanding under these credit facilities. For additional information regarding these credit facilities, see Note 9 to the condensed consolidated financial statements included in this report.

 

Backlog, Inventory and Accounts Receivable

 

At September 30, 2015, our order backlog was $239 thousand compared to $1.4 million at September 30, 2014 and $665 thousand at December 31, 2014. The decrease in backlog from December 2014 was due to reduced orders under existing U.S. Air Force contacts and lower instrument activity from Asia during the third quarter of 2015. 

 

Our inventory turnover ratios and average accounts receivable days outstanding for the trailing twelve month periods and their changes at September 30, 2015 and 2014 are as follows:

 

		2015		2014		Change
Inventory turnover		3.3		3.6		(0.3	)
Average accounts receivable days outstanding		49		42		7

 

The current twelve-month inventory turns have declined due to a 4% increase in average inventory balances corresponding to anticipated orders from Asia. 

 

The average accounts receivable days’ outstanding increased seven days during the last twelve months due to the decline in U.S. Air Force sales, which typically pay in 30 days or less. 

 

Off-Balance Sheet Arrangements

 

We have no off balance sheet arrangements.

 

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, Accounting Policies, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014 includes a summary of our most significant accounting policies. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, 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, income taxes and stock-based compensation. We base our estimates on historical experience and on various other factors that we believe are 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, our management reviews our critical accounting estimates with the Audit Committee of our Board of Directors.

 

 

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Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (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. Such forward-looking statements include, but are not limited to, statements regarding:

• projected taxable income and the ability to use deferred tax assets;

• management’s belief that it will have adequate resources to fund the Company’s operations and capital expenditures over at least the next twelve months;

• anticipated cash flows for the next twelve months;

• the expectation that cost-cutting measures will be avoided;

• future capital expenditures and spending on research and development;

• needing to purchase equipment; and

• expected funding of future cash expenditures.

 

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:

• statements with respect to management’s strategy and planned initiatives;
• sales revenue growth may not be achieved or maintained;  

• the dependence of our business on a small number of customers and potential loss of government contracts – particularly in light of potential cuts that may be imposed as a result of U.S. government budget appropriations;
• our lack of long-term purchase commitments from our customers and the ability of our customers to cancel, reduce, or delay orders for our products;  

• our inability to build and maintain relationships with our customers;  
• our inability to develop and utilize new technologies that address the needs of our customers;
• the cyclical nature of the electronics and military industries;  
• the uncertainty of the U.S. and global economy;  
• the impact of future exchange rate fluctuations;  
• failure of our strategic alliances to achieve their objectives or perform as contemplated and the risk of cancellation or early termination of such alliance by either party;  
• the loss of services of one or more of our key employees or the inability to hire, train, and retain key personnel;

• risks related to protection and infringement of intellectual property;
• our occasional dependence on sole suppliers or a limited group of suppliers;

• our ability to generate income to realize the tax benefit of our historical net operating losses;

• risks related to the limitation of the use, for tax purposes, of our net historical operating losses in the event of certain ownership changes; and  

• other factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

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 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

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.

 

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(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of MTI’s disclosure controls and procedures as of September 30, 2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are 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 and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and 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 accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and we necessarily apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2015, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

 

(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 September 30, 2015 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

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. See Note 8, Commitments and Contingencies, to our condensed consolidated financial statements for further information.

 

Item 1A.                Risk Factors

Part II, Item 1A (Risk Factors) of our most recently filed Annual Report on Form 10-K with the Securities and Exchange Commission (SEC), filed on March 5, 2015, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Except to the extent that information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters described in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations – Statement Concerning Forward Looking Statements), there have been no material changes to our risk factors disclosed in our most recently filed Annual Report on Form 10-K. However, those risk factors continue to be relevant to an understanding of our business, financial condition and operating results and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.

 

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

None

 

Item 3.           Defaults Upon Senior Securities

None

 

Item 4.           Mine Safety Disclosures

Not applicable.

 

Item 5.           Other Information

Not applicable.

 

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Item 6.           Exhibits

 

Exhibit No.	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Kevin G. Lynch
31.2	Rule 13a-14(a)/15d-14(a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Frederick W. Jones
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Kevin G. Lynch
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Frederick W. Jones
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

 

All other exhibits for which no other filing information is given are filed herewith.

 

* Submitted electronically herewith. Attached as Exhibit 101 are the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in eXtensible Business Reporting Language (XBRL) and tagged as blocks of text and including detailed tags: (i) Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014; (ii) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014; (iii) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014; and (iv) related notes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.