-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EY3yRS9L4zPz7ydP7QmO2Lvq4V6C6JcN4xqZPRWmIPfhy9TAeFaQKKxWCbZ3qo1n hawetd4RA00JR6LJp3Tyyg== 0001004522-97-000077.txt : 19970808 0001004522-97-000077.hdr.sgml : 19970808 ACCESSION NUMBER: 0001004522-97-000077 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MPM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000799268 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 810436060 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-14910 FILM NUMBER: 97652936 BUSINESS ADDRESS: STREET 1: 222 W MISSION AVE STREET 2: STE 30 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5093263443 MAIL ADDRESS: STREET 1: 908 N HOWARD SUITE 100 STREET 2: 908 N HOWARD SUITE 100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: MONTANA PRECISION MINING LTD DATE OF NAME CHANGE: 19920703 10QSB 1 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: June 30, 1997 Commission File Number: 0-14910 ---------------- ------------- MPM TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Washington 81-0436060 ------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 222 West Mission, Ste 30 Spokane, WA 99201-2261 ------------------------------- ----------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (509) 326-3443 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. (X) Yes ( ) No As of August 5, 1997, the registrant had outstanding 16,459,404 shares of common stock which is the registrant's only class of stock. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements Financial Statements follow on the next page. MPM TECHNOLOGIES, INC. AND SUBSIDIARIES Financial Statements June 30, 1997 and December 31, 1996
MPM TECHNOLOGIES, INC. Consolidated Statement of Financial AND SUBSIDIARIES Position as of June 30, 1997 and December 31, 1996 UNAUDITED ASSETS June December 30, 1997 31, 1996 --------------- --------------- CURRENT ASSETS Cash (Note 2) $ 1,639,294 $ 40,566 Receivables, net of allowance for doubtful accounts of $180,902 2,303,532 37,017 Inventory 309,909 Other current assets 54,847 1,438 --------------- --------------- Total current assets 4,307,582 79,021 --------------- --------------- PROPERTY, PLANT AND EQUIPMENT (NOTE 2) Land 70,000 70,000 Mining claims (Note 3) 48,600 48,600 Mining leases (Notes 3 and 7) 5,437 5,437 Buildings 133,005 133,005 Mill machinery 289,063 289,063 Vehicles and equipment 473,519 117,630 Software 3,258 3,258 --------------- --------------- Total property, plant and equipment 1,022,882 666,993 Less accumulated depreciation 469,013 422,167 --------------- --------------- Net property, plant and equipment 553,869 244,826 --------------- --------------- OTHER ASSETS Deferred exploration and development costs 1,195,466 1,195,466 (Note 1) Investment (Note 1) 1,200,000 1,200,000 Notes receivable 275,000 275,000 Licenses, net of accumulated amortization of $5,097 and $4,595, respectively (Note 2) 28,991 29,494 Advance minimum royalties (Note 2) 50,750 50,750 Mineralized material in place (Note 3) 10 10 --------------- --------------- Total other assets 2,750,217 2,750,720 --------------- --------------- TOTAL ASSETS $ 7,611,668 $ 3,074,567 =============== ===============
The accompanying notes are an integral part of these financial statements.
MPM TECHNOLOGIES, INC. Consolidated Statement of Financial AND SUBSIDIARIES Position as of June 30, 1997 and December 31, 1996 UNAUDITED LIABILITIES AND STOCKHOLDERS' EQUITY June December 30, 1997 31, 1996 --------------- --------------- CURRENT LIABILITIES Accounts payable $ 1,740,466 $ 963 Interest payable - other 40 5,859 Interest payable - related parties (Note 4) 129,997 129,997 Notes payable - other (Note 4) 542,141 570,234 Notes payable - related parties (Note 4) 314,765 314,765 --------------- --------------- Total current liabilities 2,727,409 1,021,818 --------------- --------------- OTHER LIABILITIES Deferred credit 1,200,000 - --------------- --------------- MINORITY INTEREST (NOTES 2 and 6) Minority interest in consolidated entities (735,815) (718,888) --------------- --------------- COMMITMENTS (NOTE 7) STOCKHOLDERS' EQUITY Common stock, $.001 par value, 50,000,000 shares authorized, 16,459,404 shares and 14,399,773 shares outstanding June 30, 1997, and December 31, 1996, respectively (Notes 1, 6 and 8) 16,459 14,399 Additional paid-in capital 9,138,342 7,417,996 Accumulated deficit during the development stage (4,734,727) (4,660,758) --------------- --------------- Total stockholders' equity 4,420,074 2,771,637 --------------- --------------- TOTAL LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY $ 7,611,668 $ 3,074,567 =============== ===============
The accompanying notes are an integral part of these financial statements.
MPM TECHNOLOGIES, INC. Consolidated Statement of Operations for AND SUBSIDIARIES the Quarters Ended June 30, 1997 and 1996 UNAUDITED Quarter Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 ----------------- ------------------- ------------------ ----------------- REVENUES Management fees - related party $ 12,549 $ -0- $ 12,549 $ -0- Sales of product and services 2,881,786 2,881,786 Sales of equipment ----------------- ------------------- ------------------ ----------------- Total revenues 2,894,335 - 2,894,335 - ----------------- ------------------- ------------------ ----------------- COST OF REVENUES Cost of Sales 2,406,618 2,406,618 ----------------- ------------------- ------------------ ----------------- Gross profit 487,717 - 487,717 - ----------------- ------------------- ------------------ ----------------- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Bank service fees 27 10 27 Contract labor 4,795 22,795 Depreciation and amortization 36,087 2,940 47,347 6,040 Dues and subscriptions 627 288 657 288 Employee benefits Equipment rental Freight Insurance 3,257 3,047 6,515 5,923 Professional services 93,088 14,445 121,945 51,550 Licenses, taxes and other fees 26,237 36,320 60,290 40,660 Office 4,729 4,941 8,060 7,657 Public relations Rent - office 1,980 2,000 3,520 3,140 Repairs and maintenance Research and development Selling 203,760 203,760 Telephone and utilities 1,080 473 1,803 847 Transfer and registration fees 505 451 850 819 Travel and entertainment (2,050) 9,891 8,165 16,251 Watchman 300 1,080 600 1,380 Miscellaneous, general and 97,634 850 100,739 3,850 administrative Reimbursed expenses (2,722) (10,833) (6,401) (20,721) ----------------- ------------------- ------------------ ----------------- Total expenses 464,512 70,715 557,860 140,506 ----------------- ------------------- ------------------ ----------------- INCOME (LOSS) BEFORE NON-OPERATING ITEMS 23,205 (70,715) (70,143) (140,506) ----------------- ------------------- ------------------ ----------------- NON-OPERATING INCOME (EXPENSE) Interest income 2,026 965 2,717 1,494 Interest expense (13,930) (13,377) (27,567) (26,867) Forgiveness of debt 4,098 4,098 Gain on sale of securities Other income ----------------- ------------------- ------------------ ----------------- Total non-operating income (expense) (7,806) (12,412) (20,752) (25,373) ----------------- ------------------- ------------------ ----------------- INCOME (LOSS) BEFORE INCOME TAXES AND SUBSIDIARY LOSS (INCOME) 15,399 (83,127) (90,895) (165,879) ----------------- ------------------- ------------------ ----------------- INCOME TAXES AND SUBSIDIARY LOSS (INCOME) Income taxes Minority interest in subsidiary loss 7,244 9,643 16,927 18,182 (income) ----------------- ------------------- ------------------ ----------------- Total income taxes and subsidiary 7,244 9,643 16,927 18,182 loss (income) ----------------- ------------------- ------------------ ----------------- NET INCOME (LOSS) $ 22,643 $ (73,484) $ (73,968) $ (147,697) ================= =================== ================== ================= NET INCOME (LOSS) PER SHARE (NOTE 2) $ NIL $ (0.01) $ (0.01) $ (0.01) ================= =================== ================== =================
The accompanying notes are an integral part of these financial statements.
MPM TECHNOLOGIES, INC. Consolidated Statement of Cash Flows for AND SUBSIDIARIES the Quarters Ended June 30, 1997, and 1996 UNAUDITED Quarter Ended June 30, 1997 1996 --------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $ 22,643 $ (147,697) Add items not requiring the use of cash: Depreciation and amortization 36,087 5,472 Forgiveness of debt Minority interest (7,244) (18,182) Loss (gain) on sale of equipment Stock granted for operating expenses Stock options issued for services Accrued interest payable converted to debt 1,014 Net (increase)/decrease in: Accounts receivable (2,298,026) 3,579 Current Assets (48,151) 3,048 Inventory (309,909) Net increase/(decrease) in: Accounts payable 1,740,466 Interest payable (399) 506 --------------- ------------ NET CASH FLOWS PROVIDED FROM OPERATING ACTIVITIES (864,533) (152,260) --------------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES (Additions)/reductions: Mining claims Deferred exploration and development costs Property, plant and equipment (355,889) (3,518) Mining leases Leasehold improvements Patents and licenses 570 Advance minimum royalties Partnership investment Organization costs Proceeds from: Sale of equipment Redemption of bonds and deposits Loans made Less repayments NET CASH FLOWS PROVIDED (USED) FROM INVESTING ACTIVITIES --------------- ------------ (355,889) (2,948) --------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of short term debt 175,000 Payments to settle debt (92,975) (80,005) Deferred Credit 1,200,000 Sale of treasury stock Contributed capital 1,620,797 57,824 Issuance of common stock 1,608 24,000 --------------- ------------ NET CASH FLOWS PROVIDED FROM FINANCING ACTIVITIES 2,729,430 176,819 --------------- ------------ NET INCREASE (DECREASE) IN CASH 1,509,008 21,611 CASH AT BEGINNING OF QUARTER 130,286 138,675 --------------- ------------ CASH AT END OF QUARTER $ 1,639,294 $ 160,286 --------------- ------------
The accompanying notes are an integral part of these financial statements. MPM TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS AND SUBSIDIARIES Spokane, Washington NOTE 1 - UNAUDITIED 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, 1996. 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 rules and regulations of the Securities and Exchange Commission, these financial statements specifically incorporate by reference the footnotes to the consolidated financial statements of the Company as of December 31, 1996. 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 nature. Results of operations for the period ended June 30, 1997, should not necessarily be taken as indicative of the results of operations that my be expected for the entire year 1997. (The Remainder of This Page Intentionally Left Blank) PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations A major change occurred during the Second Quarter ended June 30, 1997. Management, under direction of the Board of Directors, dramatically changed its focus by increasing its presence in the environmental industry. The Company acquired 100% of the assets of U.S. Filter/Engineered Systems - "Oxidation Group" (renamed Huntington Environmental Systems, Inc.) for 1.32 million shares of common stock. This acquisition was the first step in the Company's plan, instituted by the Board of Directors in 1996, to build a core business around air pollution control systems and related environmental remediation technologies. This recent acquisition is an important event for MPM as the corporation has been transformed into a functioning company, no longer a development stage company. Management will continue to focus efforts in negotiations with additional acquisition and merger candidates throughout 1997 and 1998. WASTE-TO-ENERGY Skygas venture partner USF Smogless moved forward with permitting pursuant to the agreement entered with a consortium of European companies during 1996. The agreement calls for utilization of the Skygas technology along with USF Smogless' proprietary Flotherm technology for the destruction of selected wastes and for the creation of fuel gas. The project is estimated to be in excess of $10 million of capital investment. Management expects to obtain all necessary permits during the third quarter of 1997. The Company is continuing with on-going negotiations for Skygas installations in Taiwan, South Korea, Thailand, China, Europe and North America. The Skygas process is a patented process for converting carbonaceous materials into clean-burning medium BTU fuel gas which can be used for electrical power generation or for conversion into a variety of valuable chemicals. In March of 1990, NuPower, a Montana general partnership, in which NuPower, Inc., a wholly owned subsidiary of MPM Technologies, Inc., owns a 58.21% interest, entered into an agreement with Smogless S.p.A., Milan, Italy, and Unitel Technologies, Inc., Mt. Prospect, IL, for the purpose of commercializing the Skygas process. Smogless agreed to finance, engineer build, test and operate a commercial demonstration facility. Unitel agreed to handle all promotional work, public relations, advertising and marketing of the process. In 1994, Smogless S.p.A was purchased by United States Filter Corp. (NYSE: USF), Palm Desert, CA, and renamed USF Smogless. In December of 1996, MPM announced it had purchased Unitel's 15% interest in the Skygas Venture for 1.2 million shares of common stock. Management believes that by acquiring this interest the Company has a better positioned itself financially regarding future sales of the technology. Percentage of interest in the Skygas Venture is as follows: NuPower - 70%; MPM Technologies, Inc. - 15%; and USF Smogless - 15%. HUNTINGTON ENVIRONMENTAL SYSTEMS, INC. Previously stated, during the Second Quarter of 1997, the Company acquired U.S. Filter/Engineered Systems - "Oxidation Group", from United States Filter Corporation for 1.32 million shares of common stock. Renamed Huntington Environmental Systems, Inc., it is a highly specialized air pollution control equipment company, which designs, engineers, supplies and services systems for Fortune 500 and other environmental and industrial companies worldwide. The assigned amount of the 1.32 million shares is $1,562,406. The method of accounting for the combination is by the purchase method. As part of the asset purchase agreement, Huntington Environmental Systems "HES" received credit for $1,200,000 for future patent license fees that may be paid pursuant to another agreement. That agreement calls for annual license fees in the amount of $75,000 as long as HES uses the patented technology, or for the life of the underlying patents, whichever is shorter. The period for which the results of operations for HES are included in the MPM Technologies, Inc., Consolidated Statement of Operations and Statement of Cash Flows is April 1, 1997 through June 30, 1997. MINING The Company owns or controls 32 patented and unpatented lode claims amounting to approximately 750 acres in the heart of the historical Emery Mining District, Powell County, Montana. The 32 claims include eight patented claims and sixteen unpatented claims owned by the Company and eight patented claims leased by the Company. During the Second Quarter of 1996, the Company did not renew leases on thirteen unpatented claims to better consolidate its holdings and cut expenses. To date, the Company has expended over $1.3 million on exploration and development, lease payments and claims. Over $532,000 has been expended by the Company on buildings, mill machinery, vehicles and equipment. Management is seeking a joint venture partner to further explore and develop the properties. QUARTER ENDED 6/30/97 COMPARED TO QUARTER ENDED 6/30/96 Results of Operations 1997 1996 Inc/(Dec) % of Change ---------- ---------- ----------- ----------- Working Capital (Deficit) 1,580,173 (904,391) 2,484,564) 274.7 Total Operating Expenses 464,512 70,715 393,797 556.9 Interest Expenses 13,930 13,377 553 4.1 Contract Services 4,795 (4,795) (100.0) Insurance 3,257 3,047 210 6.9 Professional Services 93,088 14,445 78,643 544.4 Office and Postage 4,729 4,941 (212) (4.3) Reimbursed Expenses 2,722 10,833 (8,111) (74.9) Travel and Entertainment (2,050) 9,891 (11,941) 120.7 Net Income (Loss) 22,643 (73,484) 96,127 130.8 Changes from the Second Quarter 1996 to the Second Quarter 1997 reflect the Company's acquisition and financial consolidation with Huntington Environmental Systems, Inc. PART II Item 1. Legal Proceeding 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 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 No matters were submitted to a vote of the security holders during the Second Quarter of 1997. Item 5. Other Information 8-K Filings On May 2, 1997, the Company announced it had acquired U.S. Filter/Engineered Systems, "Oxidation Group" from United States Filter Corporation for 1,320,000 shares of the Company's common stock. June 20, 1997, the Company filed with the Securities and Exchange Commission a Segmented Statement of Financial Position as of March 31, 1997, for Huntington Environmental Systems. Inc. Supplemental Pro Forma Information Results of operations, presented in comparative statements for the immediately preceding period, are not readily available. The Subsidiary acquired was previously a segment of a large corporation. It does not appear practical to research information to create pro forma statements at or as of March 31, 1997. 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. MPM TECHNOLOGIES, INC. 8/7/97 /s/Robert D. Little ----------------------- ------------------------- (Date) Robert D. Little Secretary EX-27 2
5 6-MOS DEC-31-1997 JUN-30-1997 1639294 0 2484434 180902 309909 4307582 1022882 469013 7611668 2727409 0 0 0 16459 4403615 7611668 2881786 2894335 2406618 2964478 557860 0 27567 (73968) 0 (73968) 0 0 0 (73968) (.01) (.01)
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