-----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, Ei2MZD+9Rw0vWmzNlYbWXgDrQSTo2SkSwSjrVnh9VesjB2KfOpLFRNJ3PudX2qDH t6z4uwZ5FZYK9zw6JrAtDA== 0001004522-98-000019.txt : 19980520 0001004522-98-000019.hdr.sgml : 19980520 ACCESSION NUMBER: 0001004522-98-000019 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980519 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: SEC FILE NUMBER: 000-14910 FILM NUMBER: 98628014 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 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 March 31, 1998 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 W. Mission Ave. Suite 30 Spokane, WA 99201 - ------------------------------- -------------------------- (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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of May 5, 1998, the registrant had outstanding 16,530,404 shares of common stock which is the registrant's only class of stock. PART I - FINANCIAL INFORMATION Item 1. Financial Statements Financial Statements follow on the next page.
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 1998 AND DECEMBER 31, 1997 (UNAUDITED) MARCH DECEMBER 31, 1998 31, 1997 ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equilavents $904,730 $2,010,596 Receivables, net of allowance for doubtful accounts 1,615,904 603,925 Costs and estimated earnings in excess of billings 75,077 445,205 Inventories 544,114 718,434 Other current assets 73,572 28,814 ------------ ------------ Total current assets 3,213,397 3,806,974 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT Land and buildings 203,005 203,005 Mining property 54,047 54,047 Equipment and machinery 549,062 539,413 Software 3,258 3,258 ------------ ------------ Total property, plant and equipment 809,372 799,723 Less accumulated depreciation 479,394 470,450 ------------ ------------ Net property, plant and equipment 329,978 329,273 ------------ ------------ OTHER ASSETS Deferred exploration and development costs 1,195,465 1,195,465 Investment 1,200,000 1,200,000 Notes receivable 275,000 275,000 Licenses, net of accumulated amortization of $5,849 and $5,598, respectively 28,239 28,490 Advance minimum royalties 50,750 50,750 ------------ ------------ Total other assets 2,749,454 2,749,705 ------------ ------------ TOTAL ASSETS $6,292,829 $6,885,952 ============ ============
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 1998 AND DECEMBER 31, 1997 (UNAUDITED) MARCH DECEMBER 31, 1998 31, 1997 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $186,697 $419,625 Accounts payable - related party 55,116 55,116 Accrued expenses 199,526 273,959 Billings in excess of costs and estimated earnings 834,924 760,224 Interest payable 56,279 43,601 Interest payable - related parties 130,242 129,997 Advance from officer 200,000 200,000 Notes payable 259,517 282,369 Notes payable - related parties 314,766 314,765 Customer deposits - 27,000 Long-term debt - current portion 67,634 67,634 Other current liabilities - 8,692 ------------ ------------ Total current liabilities 2,304,701 2,582,982 ------------ ------------ LONG-TERM DEBT, net of current portion 583,961 583,961 ------------ ------------ MINORITY INTEREST IN CONSOLIDATED ENTITIES (763,408) (753,748) ------------ ------------ COMMITMENTS STOCKHOLDERS' EQUITY Common stock, $.001 par value, 50,000,000 shares authorized, 16,530,404 and 16,480,404 shares issued at March 31, 1998 and December 31, 1997, respectively 16,531 16,481 Additional paid-in capital 9,359,748 9,359,748 Accumulated deficit (5,208,704) (4,903,472) ------------ ------------ Total stockholders' equity 4,167,575 4,472,757 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 6,292,829 6,885,952 ============ ============
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) Quarter Ended March 31, ------------------------------ 1998 1997 ------------ ------------ REVENUES $1,769,598 $ - COSTS OF REVENUES 1,565,418 - ------------ ------------ GROSS PROFIT 204,180 - OPERATING EXPENSES Marketing 141,344 - Operating overhead 317,844 - Depreciation and amortization 8,536 11,261 Other operating expenses 47,097 82,087 ------------ ------------ Total operating expenses 514,821 93,348 ------------ ------------ LOSS BEFORE NON-OPERATING ITEMS (310,641) (93,348) NON-OPERATING INCOME (EXPENSE) Interest income 17,574 691 Interest expense (21,826) (13,637) ------------ ------------ Total non-operating income (expense) (4,252) (12,946) ------------ ------------ LOSS BEFORE MINORITY INTEREST (314,893) (106,294) MINORITY INTEREST IN SUBSIDIARY LOSS 9,661 9,682 ------------ ------------ NET LOSS ($305,232) ($96,612) ============ ============ NET LOSS PER SHARE ($0.02) ($0.01) ============ ============
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTERS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) Quarter Ended March 31, ------------------------------ 1998 1997 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss (305,182) (96,612) Add items not requiring the use of cash: Depreciation and amortization 9,195 11,261 Minority interest in subsidiary loss (9,661) (9,682) (Increase) decrease in receivables (1,011,979) 31,511 Decrease in costs and estimated earnings in excess of billings 370,128 - Decrease in inventory 174,320 - (Increase) in other assets (44,758) (5,258) (Decrease) in accounts payable (232,928) (963) (Decrease) in accrued expenses (74,432) - Increase in billings in excess of costs and estimated earnings 74,700 - Increase (Decrease) in interest payable 12,924 (5,420) (Decrease) in customer deposits (27,000) - (Decrease) in other current liabilities (8,692) - ------------ ------------ NET CASH FLOWS USED IN OPERATING ACTIVITIES (1,073,365) (75,163) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of equipment and machinery (9,649) - ------------ ------------ NET CASH FLOWS USED IN INVESTING ACTIVITIES (9,649) - ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Payments on notes payable (22,852) (35,117) Proceeds from notes payable 200,000 ------------ ------------ NET CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES (22,852) 164,883 ------------ ------------ NET (DECREASE) INCREASE IN CASH (1,105,866) 89,720 CASH AT BEGINNING OF PERIOD 2,010,596 40,566 ------------ ------------ CASH AT END OF PERIOD 904,730 130,286 ============ ============
Supplemental disclosure of non cash financing activities: During the quarter ended March 31, 1998, the Company issued 50,000 shares of its common stock under the terms of an agreement with an unrelated entity. MPM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS NOTE 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, 1997. 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, 1997. 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 March 31, 1998 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year 1998. MPM Technologies, Inc. acquired certain of the assets and assumed certain of the liabilities of a part of a division of United States Filter Corporation on April 1, 1997. In connection with the acquisition, the Company formed a wholly-owned subsidiary, Huntington Environmental Systems, Inc. ("HES") which assumed the assets and liabilities acquired. United States Filter Corporation had acquired HES as part of a large group of divisions known collectively as "Wheelabrator Clean Air Systems" from Waste Management in November 1996. Because of this, and the fact that HES was also a part of a division when it was owned by Waste Management, the Company was unable to obtain sufficient historical data to determine the pro forma results for prior periods to make the required disclosures assuming the purchase of HES had been consummated as of January 1, 1997. As a result, these disclosures have been omitted. Certain reclassifications have been made to the December 1997 amounts to conform to the March 1998 presentation. PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Huntington Environmental Systems, Inc. March 31, 1998 marks the completion of the first full year of operations of this subsidiary. HES designs, engineers, supplies and services air pollution control systems for Fortune 500 and other environmental and industrial companies worldwide. Through the technologies and employees acquired, HES has over 25 years of experience and over 300 installations across the globe. HES is a leader in the design, fabrication, installation, start-up and maintenance of high temperature pollution control equipment. For the three months ended March 31, 1998, HES had revenues of $1,769,598. Since the HES was a portion of a division and had only been owned by United States Filter Corporation since November 1996, and was formerly a part of a division of Waste Management prior to that, comparative sufficient detailed data was not available to determine prior comparative balances. HES continues to increase its sales and marketing efforts. There continues to be high levels of requests for quotations, both for firm quotations and for budget quotations. Quotations for repeat customers are high for both new and replacement equipment. Quotations for new projects abroad include installations in Canada, the United Kingdom, Australia and India. Market conditions were highly competitive during the first quarter. While this is expected to continue for the upcoming quarters, management believes that its sales and marketing efforts will prove successful in improving its revenues and profits in the second and subsequent quarters. Nupower, Inc. (Skygas process) Skygas venture partner USF Smogless moved forward with obtaining permits pursuant to the 1996 agreement with a consortium of European companies. That agreement includes, among other things, the utilization of the Skygas technology 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 the necessary permits by the end of the year. The Company is in the final stages of negotiations which will lead to the construction of a prototype commercial demonstration Skygas facility in the United States. The unit will be constructed with the assistance of the Institute of Gas Technology who will also be doing the testing of the unit. Skygas 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. The Company has an agreement with USF Smogless and Unitel Technologies, Inc. of Mount Prospect, Illinois for the purpose of commercializing the Skygas process. Under the terms of the agreement, USF Smogless is to finance, engineer, build, test and operate a commercial demonstration facility. Unitel Technologies, Inc. has agreed to handle the promotional, public relations, advertising and marketing of the process. USF Smogless is owned by United States Filter Corporation (NYSE-USF) of Palm Desert, California. Interests in the Skygas process are Nupower (which the Company owns 58.21%) - 70%; USF Smogless - 15%; MPM Technologies, Inc. - 15%. Mining On March 11, 1998, the Company's Board of Directors mandated the sale of the Company's mining property, equipment and mill in accordance with its continuing restructuring plans. It is anticipated that this sale will be concluded during the current fiscal year. The Company owns or controls 32 patented and unpatented lode claims amounting to approximately 750 acres of land in the Emery mining district of Montana. The Company has expended over $1.3 million on exploration and development, lease payments and claims. Approximately $532,000 has been expended on buildings, machinery and equipment. Quarter ended 3/31/98 compared to quarter ended 3/31/97 The Company was a development stage company for the first quarter of 1997. It acquired certain of the assets and assumed certain of the liabilities of a part of a division of United States Filter Corporation on April 1, 1997. It formed Huntington Environmental Systems, Inc., a wholly-owned subsidiary, which assumed the assets and liabilities acquired. As noted above, the Company was unable to obtain sufficient data to present proforma historical data. For the quarter ended 3/31/98, the Company had a net loss of $305,232, or $.02 per share compared to a net loss of $96,612, or $.01 per share for the quarter ended 3/31/97. Revenues were $1,769,598 for the quarter ended 3/31/98 compared to no revenues for the quarter ended 3/31/97. Operating expenses were $514,821 for the quarter ended 3/31/98 compared to $93,348 for the quarter ended 3/31/97. Working capital at 3/31/98 was $908,696 compared to a deficit of $937,829 at 3/31/97. PART II 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 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 first quarter of 1998. ITEM 5. OTHER INFORMATION On February 25, 1998, the Board of Directors had appointed Anthony L. Lee, Michael J. Luciano and Glen Hjort to serve as directors. Additionally, Mr. Lee and Mr. Hjort were appointed to serve on the Company's audit committee. 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. 5/15/98 /s/Robert D. Little - ---------------------------- -------------------------- (date) Robert D. Little Corporate Secretary EX-27 2
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