10QSB 1 y42970e10qsb.txt MPM TECHNOLOGIES, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-QSB Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934 For the quarter ended September 30, 2000 Commission File Number 0-14910 MPM TECHNOLOGIES, INC. (Exact Name of Small Business Issuer as specified in its Charter) Washington 81-0436060 ------------------------------------ -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 222 W. Mission Ave. Suite 30 Spokane, WA 99201 ------------------------------------ -------------------------- (Address of principal (Zip Code) executive offices) Issuers's telephone number, including area code: 509-326-3443 As of November 10, 2000, the registrant had outstanding 2,903,310 shares of common stock and no outstanding shares of preferred stock, which are the registrant's only classes of stock. 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Financial Statements follow on the next page. 3 MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
SEPTEMBER DECEMBER 30, 2000 31, 1999 ---------------- ---------------- (UNAUDITED) Current assets: Cash and cash equivalents $717,428 $194,399 Accounts receivable, net of allowance for doubtful accounts of $185,000 and $25,000 3,865,959 1,993,792 Inventories 460,829 313,298 Costs and estimated earnings in excess of billings 1,242,530 535,252 Other current assets 384,441 168,516 ---------------- ---------------- Total current assets 6,671,187 3,205,257 ---------------- ---------------- Property, plant and equipment, net 260,747 302,150 Mineral properties held for sale 1,086,346 1,086,346 Notes receivable 273,000 275,000 Purchased intangible, net of accumulated amortization of $253,125 and $202,500 421,875 472,500 Other assets, net 771,762 139,957 ---------------- ---------------- Total Assets $9,484,917 $5,481,210 ================ ================ Current liabilities: Accounts payable $2,602,267 $1,412,097 Accrued expenses 1,654,751 239,624 Billings in excess of costs and estimated earnings 1,841,101 245,564 Related party debt 190,000 665,000 Current portion of long-term debt 67,497 225,000 ---------------- ---------------- Total current liabilities 6,355,616 2,787,285 ---------------- ---------------- Long-term debt, less current portion 537,054 537,054 Negative goodwill, net 24,767 38,593 ---------------- ---------------- Total liabilities 6,917,437 3,362,932 ---------------- ---------------- Minority interest 66,756 0 ---------------- ---------------- Stockholders' equity: Common stock, $.001 par value, 100,000,000 shares authorized, 2,903,310 and 2,641,961 shares issued and outstanding 2,903 2,642 Additional paid-in capital 11,134,634 9,950,148 Accumulated deficit (8,636,813) (7,834,512) ---------------- ----------------- Total stockholders' equity 2,500,724 2,118,278 ---------------- ----------------- Total Liabilities, Equity & Minority $9,484,917 $5,481,210 Interest ================ =================
4 MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Quarter Ended Nine Months Ended September 30, September 30, ------------------------- ----------------------------- 2000 1999 2000 1999 ----------- ----------- ------------ ------------ Revenues $3,994,410 $6,567,154 $11,665,648 $17,291,243 Cost of sales 2,543,172 5,470,765 9,025,616 13,931,379 ----------- ----------- ------------ ------------ Gross margin 1,451,238 1,096,389 2,640,032 3,359,864 Selling, general and administrative expenses 1,326,109 1,049,579 3,356,394 2,948,251 ----------- ----------- ------------ ------------ Income (loss) from operations 125,129 46,810 (716,362) 411,613 ----------- ----------- ------------ ------------ Other income (expense): Interest expense (39,981) (27,912) (69,587) (377,709) Other (expense) income, net (17,593) 8,834 (16,352) 52,921 ----------- ----------- ------------ ------------ Net other income (expense) (57,574) (19,078) (85,939) (324,788) ----------- ----------- ------------ ------------ Net income $ 67,555 $ 27,732 ($802,301) $86,825 =========== =========== ============ ============ Basic earnings per share: Net income $ 0.02 $ 0.01 ($0.30) $0.04 =========== =========== ============ ============ Diluted earnings per share: Net income $ 0.02 $ 0.01 ($0.30) $0.03 =========== =========== ============ ============ Weighted average shares of common stock outstanding - basic 2,811,809 2,627,961 2,707,099 2,438,953 =========== =========== ============ ============ Weighted average shares of common stock outstanding - diluted 3,760,000 3,606,575 3,674,089 3,417,567 =========== =========== ============ ============
5 MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, -------------------------------------- 2000 1999 ---------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income ($802,301) $86,825 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 94,364 95,705 Interest imputed on related party debt 7,996 14,071 Interest imputed on issue of stock - 266,666 Stock issued for compensation 94,558 - Change in assets and liabilities: Accounts receivable (1,872,167) (552,118) Costs and estimated earnings in excess of billings (707,278) (2,536,579) Inventories (147,531) 145,271 Other assets (317,117) (137,996) Accounts payable and accrued expenses 2,605,297 2,393,019 Billings in excess of costs and estimated earnings 1,595,537 (2,728,690) ----------------- ----------------- Net cash provided by (used in) operating activities 551,358 (2,953,826) ----------------- ----------------- Cash flows from investing activities: Acquisition of property, plant and equipment (16,162) (40,209) ----------------- ----------------- Net cash used in investing activities (16,162) (40,209) ----------------- ----------------- Cash flows from financing activities: Repayment of related party debt (50,000) (49,539) Repayment of note receivable 2,000 (5,461) Repurchase and retirement of common stock - (7,875) Proceeds from stock issues 35,833 700,000 Proceeds from related party debt - 400,000 ----------------- ----------------- Net cash (used in) provided by financing activities (12,167) 1,037,125 ----------------- ----------------- Net increase (decrease) in cash and cash equivalents 523,029 (1,956,910) Cash and cash equivalents, beginning of period 194,399 2,634,570 ----------------- ----------------- Cash and cash equivalents, end of period $717,428 $677,660 ================= ================= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $5,318 $4,036 Income taxes $ - $ - Supplemental disclosure of non cash financing activities: Common stock exchanged for amounts due to related parties $488,115 $ - Common stock exchanged for 89.3% of company acquired $558,244 - Common stock subscribed $678,202 -
6 MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 1. UNAUDITED FINANCIAL STATEMENTS These financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-KSB for the year ended December 31, 1999. Since certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting standards have been omitted pursuant to the instructions to Form 10-QSB of Regulation S-X as promulgated by the Securities and Exchange Commission, these financial statements specifically refer to the footnotes to the consolidated financial statements of the Company as of December 31, 1999. In the opinion of management, these unaudited interim financial statements reflect all adjustments necessary for a fair presentation of the financial position and results of operations and cash flows of the Company. Such adjustments consisted only of those of a normal recurring nature. Results of operations for the period ended September 30, 2000 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year 2000. 2. EARNINGS PER SHARE Earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". The following table reconciles the number of common shares used in the basic and diluted EPS calculations:
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 -------------------------------------------- WEIGHTED- NET AVERAGE PER-SHARE INCOME SHARES AMOUNT ---------- ---------- --------- BASIC EPS Income available to common stockholders ($802,301) 2,707,099 ($ 0.30) EFFECT OF DILUTIVE SECURITIES Common stock options - 966,990 - ---------- ---------- --------- DILUTED EPS Income available to common stockholders - assumed conversions ($802,301) 3,674,089 ($ 0.30) ========== ========== =========
7 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
WEIGHTED- NET AVERAGE PER-SHARE INCOME SHARES AMOUNT -------- ------------ --------- BASIC EPS Income available to common stockholders $ 67,555 2,811,809 $ 0.02 EFFECT OF DILUTIVE SECURITIES Common stock options - 948,191 0.00 -------- --------- ------- DILUTED EPS Income available to common stockholders - assumed conversions $ 67,555 3,760,000 $ 0.02 ======== ========= ======
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
WEIGHTED- NET AVERAGE PER-SHARE INCOME SHARES AMOUNT -------- ------------ --------- BASIC EPS Income available to common stockholders $ 86,825 2,438,953 $ 0.04 EFFECT OF DILUTIVE SECURITIES Common stock options - 978,614 (0.01 ) -------- --------- -------- DILUTED EPS Income available to common stockholders - assumed conversions $ 86,825 3,417,567 $ 0.03 ======== ========= ======
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
WEIGHTED- NET AVERAGE PER-SHARE INCOME SHARES AMOUNT -------- ------------ --------- BASIC EPS Income available to common stockholders $ 27,732 2,627,961 $ 0.01 EFFECT OF DILUTIVE SECURITIES Common stock options - 978,614 - -------- --------- ---- DILUTED EPS Income available to common stockholders - assumed conversions $ 27,732 3,606,575 $ 0.01 ======== ========= ======
8 3. SEGMENT INFORMATION The Company's consolidated financial statements include certain reportable segment information. These segments include Huntington Environmental Systems, Inc., a wholly owned subsidiary engaged in designing, engineering, supplying and servicing air pollution control systems which primarily utilize heat and chemicals to control air pollution, and AirPol, Inc., a wholly owned subsidiary engaged in designing, engineering, supplying and servicing air pollution control systems which utilize wet and dry scrubbers, wet electrostatic precipitators and venturi absorbers to control air pollution. The Company evaluates the performance of these segments based upon multiple variables including revenues and profit or loss. The segments' profit and loss components and schedule of assets as of September 30, 2000 are as follows:
AIR AIR POLLUTION POLLUTION CONTROL CONTROL ALL (HEAT) (SCRUBBERS) OTHERS TOTAL --------- ----------- -------- --------- Revenue external.............$ 7,424,397 $ 4,241,251 $ - $11,665,648 Revenue internal............. - - - - Segment profit (loss)........ 169,288 (516,500) (455,089) (802,301) Segment assets............... 5,239,784 3,088,017 1,157,116 9,484,917
Reconciliation of segment revenues, net income, total assets and other significant items for the nine and three months ended September 30, 2000 are as follows:
NINE MONTHS THREE MONTHS ENDED ENDED SEPTEMBER 30, 2000 SEPTEMBER 30, 2000 ------------------ ------------------ REVENUES -------- Total revenues for reportable segments .........$ 11,665,648 $ 3,994,411 Other revenues 0 0 -------------- ------------ Total consolidated revenues.....................$ 11,665,648 $ 6,567,154 ============== ============ PROFIT OR LOSS -------------- Total profit or loss for reportable segments... $ (347,212) $ 221,960 Other profit or loss............................... (455,089) (154,405) --------- ------------- Total consolidated profit or loss...............$ (802,301) $ 67,555 ============= ============
AT SEPTEMBER 30, 2000 --------------------- ASSETS ------ Total assets for reportable segments................ $ 8,426,220 Other assets........................................ 2,512,375 Elimination of intersegment assets.................. (1,453,678) ------------ Total consolidated assets........................... $ 9,484,917 ============
9 The segments' profit and loss components and schedule of assets as of September 30, 1999 are as follows:
AIR AIR POLLUTION POLLUTION CONTROL CONTROL ALL (HEAT) (SCRUBBERS) OTHERS TOTAL --------- ----------- -------- --------- Revenue external.............$ 7,157,272 $10,133,971 $ - $17,291,243 Revenue internal............. - - 88,000 88,000 Segment profit (loss)........ 277,231 480,987 ( 671,393) 86,825 Segment assets............... 4,085,415 4,998,893 4,829,241 13,913,549
Reconciliation of segment revenues, net income, total assets and other significant items for the nine and three months ended September 30, 1999 are as follows:
NINE MONTHS THREE MONTHS ENDED ENDED SEPTEMBER 30, 2000 SEPTEMBER 30, 2000 ------------------ ------------------ REVENUES -------- Total revenues for reportable segments .........$17,291,243 $ 6,567,154 Other revenues.................................. 88,000 22,000 Elimination of intersegment revenues............ ( 88,000) ( 22,000) ------------ ------------ Total consolidated revenues.....................$17,291,243 $ 6,567,154 ============ =========== PROFIT OR LOSS -------------- Total profit or loss for reportable segments.....$ 758,218 $ 236,286 Other profit or loss........................... (671,393) (208,554) --------- ------------ Total consolidated profit or loss...............$ 86,825 $ 27,732 ============ ============
AT SEPTEMBER 30, 1999 --------------------- ASSETS ------ Total assets for reportable segments.................$ 9,084,308 Other assets......................................... 4,829,241 Elimination of intersegment assets................... (3,447,107) ------------- Total consolidated assets............................$ 10,466,442 =============
4. SUBSEQUENT EVENTS The Company entered into an agreement to purchase 100% of the stock of National Capital Corporation, a holding company with four subsidiaries (collectively "ST2EP"). ST2EP currently has a backlog in excess of $565,000,000, and proposals in process, which exceed $2 billion in the aggregate. ST2EP has warranted that it will achieve over $12 million in earnings before income taxes for the fifteen-month period subsequent to the acquisition. 10 The transaction requires the approval of the Company's shareholders although insiders who represent a majority of the shareholders have approved the transaction. MPM is currently preparing the proxy statement to inform all the shareholders of the details of the transaction and obtain their approval. Once shareholder approval is received, MPM will issue a significant number of shares to finalize the deal. The shares are expected to be issued during the fourth quarter of 2000 and the transaction reflected in MPM's year-end financial statements. Due to ST2EP'S revenue and income recognition attributable to their billing methods, it is possible ST2EP revenue and profits reported for September 2000 could have been from activities of prior periods. Arthur Andersen, LLP is engaged to complete the audit of ST2EP, LLC 1999 financial statements. Contained in the merger agreement between ST2EP, National Capital Corporation and MPM it was agreed that Metal Separation Technology, Inc. (MST) would purchase 100% of the shares of MPM Mining, Inc. ("MPMM") from MPM for $1,250,000 provided MPMM receives a clean bill and/or acknowledgement that MPMM is in compliance with environmental regulations from the Montana Department of Environmental Quality which it has. MST executed a $1,250,000 promissory note with MPM for the purchase payable over ten years at 8% interest per annum with interest only for the first two years and interest and principal amortized over the next eight years. The note will be secured by a first mortgage on the property of MPMM and a guarantee from MST. As additional consideration MPM will receive 10% of the MST pre-tax profit, if any, each year for ten years after the closing. Some shareholders of MST were shareholders of ST2EP and National Capital Corporation and have warranted to transfer metal recovery technology to MST that will enable MST to attain a competitive edge through improved yields of precious metal recovery and reduce cost per unit attributable to the technology utilization. On October 1, 2000, an agreement was entered between MPM and National Capital Corporation whereby MPM charges a management consulting fee for sales, marketing, finance, mergers, and acquisitions related services. The agreed fee to be paid to MPM is variable and is equal to 90% of the fourth quarter 2000 pre-tax profits, if any, of National Capital Corporation consolidated including ST2EP, LLC. PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations This Quarterly Report on Form 10-QSB, including the information incorporated by reference herein, includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All of the 11 statements contained in this Quarterly Report on Form 10-QSB, other than statements of historical fact, should be considered forward looking statements, including, but not limited to, those concerning the Company's strategies, objectives and plans for expansion of its operations, products and services and growth in demand for the Company's services. There can be no assurance that these expectations will prove to have been correct. Certain important factors that could cause actual results to differ materially from the Company's expectations (the Cautionary Statements") are disclosed in the annual report filed on Form 10-KSB. All subsequent written and oral forward-looking statements by or attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by such Cautionary Statements. Investors are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date hereof and are, not intended to give any assurance as to future results. The Company undertakes no obligation to publicly release any revisions to these forward looking statements to reflect events or reflect the occurrence of unanticipated events. MPM Technologies, Inc. ("MPM") acquired certain of the assets and assumed certain of the liabilities of a part of a division of FLS miljo, Inc. as of July 1, 1998. MPM formed AirPol, Inc. ("AirPol") to run this air pollution control business. AirPol designs, engineers, supplies and services air pollution control systems for Fortune 500 and other industrial and environmental companies. The technologies of AirPol utilize wet and dry scrubbers, wet electrostatic precipitators and venturi absorbers to control air pollution. AirPol brought over 30 years experience to MPM through its technologies and employees. As of April 1, 1997, MPM acquired certain of the assets and assumed certain of the liabilities of a portion of a division of United States Filter Corporation, and formed Huntington Environmental Systems, Inc. ("HES") to operate this air pollution control business. HES designs, engineers, supplies and services high temperature and chemical air pollution control systems for Fortune 500 and other industrial and environmental companies. HES brought has over 25 years of experience and over 300 installations across the globe to MPM through its technologies and employees. Both HES's and AirPol's engineering staffs are uniquely prepared to address the full scope of customers' process problems. Their policies of handling clients' individual concerns include in-depth analysis and evaluation, followed by complete engineering and design services leading to application-specific engineered solutions. MPM holds a 58.21% interest in Nupower Partnership through its wholly owned subsidiary, Nupower, Inc. Nupower Partnership is engaged in the development and commercialization of a waste-to-energy process which has been named "Skygas". Skygas is an innovative technology for the disposal and gasification of carbonaceous wastes such as municipal solid waste, municipal sewage sludge, pulp and paper mill sludge, auto fluff, medical waste and used tires. The process converts solid and semi-solid wastes into a clean-burning medium BTU gas that can be used for steam production for electric power generation. The gas may also be a useful building block for downstream conversion into valuable chemicals. MPM controls 32 claims on approximately 1,000 acres in the historical Emery Mining District in Montana through its wholly-owned subsidiary, MPM Mining, Inc. In accordance with the Board of Directors' mandates, MPM's management is actively 12 seeking out mining and other businesses to purchase its mining properties and equipment. MPM has entered an agreement with Metal Separators Technology, Inc. (MST) for MST to purchase 100% of the stock of MPM Mining, Inc. for $1,250,000; see subsequent events comments above. HES and AirPol are active continuing concerns. The development of the Skygas process through Nupower Partnership is also an ongoing process. No other operations were conducted. Accordingly, the financial statements for the nine and three months ended September 30, 2000 and 1999 include the operations of HES, AirPol, Skygas and MPM. MPM has entered into a Memorandum of Understanding with ONYX P.M., Inc., an environmental engineering and technology development company, for the purpose of establishing joint venture companies in China to produce and market synthetic wood made from organic waste and plastic. MPM and an investment group headed by ONYX will jointly fund the new operation. ONYX will also provide the proprietary processes and technologies for the manufacturing machinery and production. MPM continues to negotiate with interested entities with the goal of building Skygas units. These negotiations are also ongoing, and include entities in the United States, Europe and Asia. Management is hopeful there will be some type of formal agreement in place and that construction of a unit can begin before the end of the year. There can, however, be no assurances that MPM will be successful in its negotiations. Nine and three months ended 9/30/00 compared to nine and three months ended 9/30/99 For the nine months ended 9/30/00, MPM had a net loss of $802,301, or $0.30 per share compared to net income of $86,825, or $0.03 per share for the nine months ended 9/30/99. Revenues decreased 32.5% to $11,665,648 for the nine months ended 9/30/00 compared to $17,291,243 for the nine months ended 9/30/99. Revenues were flat at HES, but revenues at AirPol were down approximately 58%. Decreases at AirPol were due largely to the postponement of the enforcement of some clean air legislation by the Environmental Protection Agency. Costs of sales decreased 35.2% to $9,025,616 for the nine months ended September 30, 2000 compared to $13,931,379 for the nine months ended September 30, 1999. This was due to the decreases in revenues. Operating expenses increased 13.8% to $3,356,394 for the nine months ended September 30, 2000 compared to $2,948,251 for the nine months ended 9/30/99. Operating expense increases were due primarily to the addition of four employees and the related costs, and to increases in rent and occupancy costs at AirPol. For the three months ended 9/30/00, MPM had net income of $67,555, or $0.02 per share compared to net income of $27,732, or $0.01 per share for the three months ended 9/30/99. Revenues decreased 39.2% to $3,994,410 for the three months ended 9/30/00 compared to $6,567,154 for the three months ended 9/30/99. This was largely due to the postponement of the enforcement of some clean air legislation by the Environmental Protection Agency. Costs of sales decreased 53.5% to $2,543,172 for the three months ended September 30, 2000 compared to $5,470,765 for the three months ended September 30, 1999 due to the decrease in revenues and improved margins from 16.7% of revenue in for the three months ended September 30, 1999 to 36.3% for the three months ended September 30, 2000. Operating expenses increased 26.3% to $1,326,109 for the three months ended September 30, 2000 compared to $1,049,579 for the three months ended 9/30/99. These increases were due to additional staffing and related costs, 13 and to increases in rent and occupancy costs at AirPol. A restructuring plan has been implemented to improve the profitability of HES through expanding the post completion service business and reducing redundant staff activities. The Company currently has a backlog of approximately $15,000,000. This includes $10 million at AirPol and $5 million at HES. Financial Condition and Liquidity For the nine months ended September 30, 2000, the Company relied on operating revenues to fund the operations of HES and AirPol. Current cash reserves and cash from continuing operations are believed to be adequate to fund MPM's and its subsidiaries' operations for the foreseeable future. Working capital at 9/30/00 was $315,571 compared to $417,972 at 12/31/99. The working capital of $315,571 does not include the subscription receivable due from an insider exercising stock options of $678,202. MPM is actively investigating alternative sources of capital such as private placements, stock offerings and loans from shareholders and officers to fund its current business and expand in other related areas through more acquisitions. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company knows of no litigation present, threatened or contemplated or unsatisfied judgment against the Company, its officers or directors or any proceedings in which the Company, its officers or directors are a party. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS The rights of the holders of the Company's securities have not been modified nor have the rights evidenced by the securities been limited or qualified by the issuance or modification of any other class of securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES There are no senior securities issued by the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters presented to the shareholders for vote during the third quarter of 2000. 14 ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K No reports on Form 8-K were filed for the quarter ended September 30, 2000. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MPM Technologies, Inc. November 20, 2000 /s/ Robert D. Little --------------------------------- -------------------------- (date) Robert D. Little Corporate Secretary