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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-Q
/X/ Quarterly report pursuant to section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended July 1,December 29, 1995
/ / Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the period from to
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COMMISSION FILE NUMBER 0-6890
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MECHANICAL TECHNOLOGY INCORPORATED
(Exact name of registrant as specified in its charter)
NEW YORK 14-1462255
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
968 ALBANY-SHAKER RD., LATHAM, NEW YORK 12110
---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(518) 785-2211
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Registrant's telephone number, including area code
NOT APPLICABLE
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(Former name, former address and former fiscal year, if changed since last
report)
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 X No
--- ---
CLASS OUTSTANDING AT July 1,DECEMBER 29, 1995
----------------------------- ----------------------------
COMMON STOCK, $1.00 PAR VALUE 3,565,8683,568,868 SHARES
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MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
INDEX
Part I Financial Information Page No.
--------
Consolidated Balance Sheets - July 1,December 29, 1995
and September 30, 19941995 3 - 4
Consolidated Statements of Income -
Three months and nine months ended July 1,December 29, 1995
and July 2,December 31, 1994 5
Consolidated Statements of Cash Flows -
NineThree months ended July 1,December 29, 1995
and July 2,December 31, 1994 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 1110
Part II Other Information 1211
Signature 1312
PART I FINANCIAL INFORMATION
MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
As of July 1,December 29, 1995 (Unaudited) and
September 30, 19941995 (Derived from audited financial statements)
(Dollars in Thousands)thousands)
JULY 1, SEPT.Dec. 29, Sept. 30,
1995 19941995
-------- --------
ASSETS
ASSETS
Current Assets:
Cash and cash equivalents $ 206292 $ 1,82078
Trade accounts 6,193 11,6326,608 6,896
Other receivables 222 94(1) 17
------- -------
Gross receivables 6,415 11,7266,607 6,913
Allowance for doubtful accounts (93) (101)(109) (120)
------- -------
Net receivables 6,322 11,625
Income taxes receivable 55 122
INVENTORIES:6,498 6,793
Inventories:
Raw materials and components 1,781 3,6401,910 2,116
Work in process 2,230 2,2311,665 1,119
Finished Goods 306 197goods 220 249
------- -------
Total inventories 4,317 6,068
Deferred income taxes 69 3063,795 3,484
Escrow deposit - 750
Prepaid expenses & other
current assets 234 214217 461
------- -------
Total Current Assets 11,203 20,15510,802 11,566
Other Assets:
Excess of cost over net assets of
acquired companies, net 1,667 1,72658 59
Other 837 22741 60
Property, Plant and Equipment:
Cost 19,032 20,62919,166 19,115
Accumulated depreciation (16,145) (17,420)(16,450) (16,317)
------- -------
Net Property, Plant and Equipment 2,887 3,2092,716 2,798
------- -------
TOTAL ASSETS $ 16,59413,617 $ 25,31714,483
======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
As of July 1,December 29, 1995 (Unaudited) and
September 30, 19941995 (Derived from audited financial statements)
(Dollars in thousands)
JULY 1, SEPT.30,Dec. 29, Sept.30,
1995 19941995
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Line-of-creditLine-of-Credit $ 2,582531 $ 4,000
Note Payable 3,000 3,0001,446
Current installments on long-term debt 2,298 9,038804 738
Income taxes payable 13 13
Accounts payable 2,072 3,6841,844 2,290
Accrued expenses 2,848 5,998liabilities 3,730 3,342
Net liabilities of discontinued operations 2,756 2,756
Payroll and other taxes withheld
and accrued 330 267291 387
------- -------
Total Current Liabilities 15,886 28,7439,969 10,972
Line-of-Credit, net of current portion 1,962 1,962
Note Payable 3,000 3,000
Long-term debt, net of current maturities - 2,1441,159 1,260
Deferred income taxes and other credits 848 848779 779
------- -------
Total Liabilities 16,869 17,973
Shareholders' Equity:
Common stock 3,569 3,546
Treasury Stock (29) (100)3,569
Paid-in capital 12,856 12,94412,856
Retained earnings - beginning of year (19,837) (22,759) 1,619
- current year 6,277 (24,378)
Stock Grants (30) (18)240 2,922
Foreign currency translation adjustment (24) (31)(23) (20)
Treasury stock (29) (29)
Restricted stock grants (28) (29)
------- -------
TOTAL SHAREHOLDERS' EQUITY (140) (6,418)Total Shareholders' Equity (3,252) (3,490)
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 16,59413,617 $ 25,31714,483
======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
MECHANICAL TECHNOLOGY INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share)
THREE MONTHS ENDED NINE MONTHS ENDED
JULY 1, JULY 2, JULY 1, JULY 2,Three months ended
Dec. 29, Dec. 31,
1995 1994
1995 1994
-------- -------- -------- --------------- -------
Product Salesrevenue $ 3,4115,397 $ 5,433 $ 14,806 $ 17,6737,079
Research & Developmentdevelopment revenue 3,247 2,574 7,824 7,691
------- ------- ------- -------2,004 2,514
------ ------
Total Revenues 6,658 8,007 22,630 25,364revenue $ 7,401 $ 9,593
Product cost of sales 2,437 3,454 9,111 10,9703,349 4,023
Research & Developmentdevelopment contract costs 2,355 1,948 6,330 5,8961,409 2,088
Selling, general and administrative
expenses 1,678 2,294 5,637 6,7271,898 2,153
Product development costs
and research 264 915 1,006 2,443
------- ------- ------- -------costs 191 474
------ ------
Operating (loss) income from continuing operations (76) (604) 546 (672)$ 554 $ 855
Interest expense (231) (302) (814) (820)(263) (361)
Gain on sale of subsidiary, ProQuip - - 6,779
-
Gain on sale of assets - - - 1,856
Other (expense) income, (expense), net (42) (46) (155) (137)
------- ------- ------- -------
(Loss) income from continuing
operations(44) (47)
------ ------
Income before income taxes (349) (952) 6,356 227$ 247 $ 7,226
Income tax (benefit) expense 11 (296) 79 191
------- ------- ------- -------
(Loss) income from continuing
operations (360) (656) 6,277 36
Loss from discontinued operation - (961) - (20,178)
------- ------- ------- -------7 68
------ ------
Net (loss) income $ (360)240 $ (1,617) $ 6,277 $(20,142)
======= ======= ======= =======
(Loss) earnings per share:
Continuing operations $ (.10) $ (.19) $ 1.76 $ .01
Discontinued operations .00 (.27) - (5.72)
------- ------- ------- -------
(Loss) earnings7,158
====== ======
Earnings per share $ (.10).07 $ (.46) $ 1.76 $ (5.71)
======= ======= ======= =======2.02
====== ======
The accompanying notes are an integral part of the consolidated financial
statements.
MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)thousands)
NINE MONTHS ENDED
JULY 1, JULY 2,Three months ended
Dec. 29, Dec. 31,
1995 1994
-------- --------
OPERATING ACTIVITIES
-------- --------
Net income from continuing operations $ 6,277240 $ 367,158
Adjustments to reconcile net income to net
cash (used) provided by continuing operations:(used):
Depreciation and amortization 548 754
Gain on sale of assets - (1,856)166 213
Gain on sale of subsidiary 0 (6,779) -
Provision for deferred income taxes 1 307
Foreign currency translation 7(3) 3
Other 12 63(10) 1
Changes in operating assets and liabilities
net of effects of discontinued operations:liabilities:
Accounts receivable 2,082 1,530306 719
Inventories (1,063) (1,749)(311) (165)
Escrow deposit 750 -
Prepaid expenses and other current assets (34) 259244 2
Accounts payable 137 697(446) (52)
Income taxes 326 (910)- 28
Accrued liabilities (1,501) 2,261292 (1,042)
------- -------
Net cash provided by continuing operations 13 1,395
------- -------
Discontinued operations:
(Loss) from discontinued operations - (20,178)
Adjustments to reconcile (loss) to net cash
(used) by discontinued operations
Write down of assets to net realizable value - 9,488
Change in net assets/liabilities of
discontinued operations - 5,885
------- -------
Net cash (used) by discontinued operations - (4,805)
------- -------
Net cash provided (used) by operations 13 (3,410)$ 1,228 $ 86
------- -------
INVESTING ACTIVITIES
Purchases of property, plant & equipment (584) (456)$ (64) $ (184)
Proceeds from sale of subsidiary, ProQuip,
net of cash balance and expenses 9,125 - Proceeds on sale of assets - 1,959
------- -------
Net cash provided in investing activities 8,541 1,503
------- -------
FINANCING ACTIVITIES
Net borrowing under line-of-credit and
notes payable agreements (1,418) 4,091
Principal payments of long-term debt (8,750) (2,011)9,125
------- -------
Net cash (used) provided in investing activities $ (64) $ 8,941
------- -------
FINANCING ACTIVITIES
Net payments under line-of-credit agreement $ (915) $ (2,836)
Principal payments of long-term debt (35) (8,000)
------- -------
Net cash used in financing activities (10,168) 2,080$ (950) $(10,836)
------- -------
(Decrease) increaseIncrease (decrease) in cash and cash equivalents (1,614) 173$ 214 $ (1,809)
Cash and cash equivalents - beginning of period 78 1,820 675
------- -------
Cash and cash equivalents - end of period $ 206292 $ 84811
======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The management of the Company believes the accompanying unaudited
consolidated financial statements contain all adjustments (consisting
primarily of normal recurring accruals) necessary to fairly present the
financial position as of July 1,December 29, 1995 and results of operations and
changes in financial position for the ninethree months then ended.
2. The results of operations for the nine-monththree-month period ended July 1,December 29,
1995 are not necessarily indicative of the results to be expected for the
full year.
3. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's Form 10-K
Report for the fiscal year ended September 30, 1994.1995.
MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company's United Telecontrol Electronics, Inc. ("UTE") subsidiary filed
for voluntary bankruptcy under Chapter 11 of the Federal Bankruptcy Code in
April 1994 and commenced an orderly liquidation in October 1994. Accordingly,The Company
expects that the Company no longer includes Defense/Aerospace amongst its reportable business
segmentsfinal liquidation of UTE and UTE has been classified as "discontinued operations" in the
Consolidated Financial Statements; priorrelated court approval will
occur during calendar year information has been restated to
conform to this treatment.1996. At that time any final adjustments will be
made. (For further information on this bankruptcy see the discussion under the caption "Results of Operations: 1994 in Comparison with
1993", in Item
7: Management's Discussion and Analysis of the Financial Condition and Results
of Operations, and Note 16 to the Consolidated Financial Statements, in the
Company's Form 10-K Report for the fiscal year ended September 30, 1994 which are incorporated herein by reference).
UTE has recently signed settlement agreements with various parties which resolve
outstanding disputes and claims with the United States Government related to the
Maverick, AMRAAM and Stinger missile programs. Under the terms of these
agreements, the Company would be released from performance guarantees it had
provided, and all claims against it associated therewith. The Company and UTE in
turn would release the government from all claims for equitable adjustments
under these contracts. This settlement is subject to notification of the
creditors and the entry of a formal order of the bankruptcy court. The
Company and UTE are also party to a settlement agreement, which was reached
with the official committee of unsecured creditors of UTE in a hearing
before the bankruptcy court. This settlement is also subject to the entry of
a formal order of the bankruptcy court. (For further information, see Note 16
to the Consolidated Financial Statements,in the Company's Form 10-K Report
for the fiscal year ended September 30, 1994 which are incorporated herein
by reference).
The Company expects the final liquidation of UTE (including resolution of fines
to be assessed in the UTE criminal proceeding and all required court approvals)
will occur during calendar year 1995. At that time any final adjustments to the
Company's financial statements as a result of the UTE bankruptcy will be made.
(For further information, see Note 11 and 16 to the Consolidated Financial
Statements, in the Company's Form 10-K Report for the fiscal year ended
September30, 19941995 which
are incorporated herein by reference).
The following is management's discussion and analysis of certain significant
factors which have affected the Company's earnings during the periods
included in the accompanying consolidated statements of income. This
discussion relates only to the Company's continuing operations, which
included ProQuip Inc. prior to its sale in November 1994.
RESULTS OF OPERATIONS (Dollars in thousands)
---------------------
SALES
Nine Months Ended
--------------------
BUSINESS SEGMENT: 7/1/95 7/2/94 Change
----------------- -------- -------- ------
Technology $ 8,163 $ 8,029 $ 134
Test & Measurement 14,467 17,335 (2,868)
------ ------ ------
TOTAL $22,630 $25,364 $(2,734)
====== ====== ======
MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (Dollars in thousands)
---------------------
(continued)
OPERATING
INCOME
Nine Months Ended
--------------------
BUSINESS SEGMENT: 7/1/95 7/2/94 Change
----------------- -------- -------- ------
Technology $ (528) $ (859) $ 331
Test & Measurement 1,074 187 887
------ ------ ------
TOTAL $ 546 $ (672) $ 1,218
====== ====== ======
Sales for the first nine months of fiscalPrior year
1995 versus the same
period of fiscal year 1994 have decreased while operating income for the same
period increased. The effect each business segment had on this change is
outlined in the above table and discussed below.
TECHNOLOGY
----------
The Technology segment reported increases in sales and operating profit
compared to the corresponding period last year. The segment's performance
for the first nine months of fiscal year 1995 were favorably impacted by work
completed on a new major order along with lower product development and selling
expenses. The write-off of inventory of approximately $150 thousand on the
unsuccessful funding of an anticipated project, the margin reversal of
approximately $42 thousand as the result of a customer bankruptcy and a contract
overrun resulting in a negative margin of approximately $186 thousand were the
major negative factors affecting the Technology segment's results for the first
nine months of the 1995.
The Technology Division has been successful in the first nine months of the
year in receiving orders for new business in advanced bearing development,
fuel cell and flywheel energy storage system development, and expects to
continue to move toward focusing its resources on markets offering the
strongest potential for future growth: advanced turbomachinery components;
power and energy systems; monitoring and diagnostics systems; and engineering
services.
TEST AND MEASUREMENT
--------------------
The Test & Measurement segment reported a 17% decrease in revenues and
a 474% increase in operating income compared to the same period last year.
The decrease in sales was entirely attributable to the sale of ProQuip, noted
below, while most of the increase in operating income occurred at the other
continuing business units in this segment.
The results of the segment includeinformation contains ProQuip, Inc. ("ProQuip") which was
sold byresults through its sale date
(November 22, 1994) and the Company in November 1994 resulting in a$6.8 million gain on the sale of
$6,779 thousand during the first nine months of the 1995 fiscal year.sale. (For further
information on this sale transaction, see the discussion under the caption
"Results of Operations: 19941995 in Comparison with 1993,1994", in Item 7: Management's
Discussion and Analysis of the Financial Condition and Results of Operations"Operations, and
Note 17 to the Consolidated Financial Statements, in the Company's Form 10-K
Report for the fiscal year ended September 30, 19941995 which are incorporated
herein by reference).
RESULTS OF OPERATIONS
(Dollars in thousands)
SALES
Three months ended
--------------------
BUSINESS SEGMENT: 12/29/95 12/31/94 Change
- ----------------- -------- -------- ------
Technology $ 2,004 $ 2,848 $ (844)
Test & Measurement 5,397 6,745 (1,348)
------ ------ ------
TOTAL $ 7,401 $ 9,593 $(2,192)
====== ====== ======
OPERATING
INCOME
Three months ended
--------------------
BUSINESS SEGMENT: 12/29/95 12/31/94 Change
- ----------------- -------- -------- ------
Technology $ 118 $ (217) $ 335
Test & Measurement 436 1,072 (636)
------ ------ ------
TOTAL $ 554 $ 855 $ (301)
====== ====== ======
MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Sales and operating income for the first three months of fiscal year
1996 versus the same period of fiscal year 1995 have decreased. However,
excluding ProQuip, sales and operating income for the first three months have
increased. The effect each business segment had on this change is outlined
in the above table and discussed below.
TECHNOLOGY
The Technology segment experienced a decrease in sales, but an increase
in profitability compared to the corresponding period last year. The 30%
decline in sales was due to an expected lower level of activity in the
Technology division, combined with a planned reduction of its turbine
generator sales, parts, and service business. Despite the decline in sales,
the segment managed to generate an operating income of $118 thousand, as
compared to an operating loss of $217 thousand for the first three months of
the previous fiscal year. Reduced overhead and decreases in administrative
and product development expenses contributed to improved profitability.
Continued improvement will depend on success in procuring and fulfilling
orders within fiscal year 1996.
TEST AND MEASUREMENT
(continued)
--------------------
SalesThe Test and Measurement segment reported a 20% decline in revenues and
a 59% reduction in operating income compared to the same period last year.
These decreases are entirely attributable to the sale of ProQuip, a
subsidiary which was sold by the Company in November 1994. ProQuip recorded
sales of $2,584 thousand during the period covered by this Form 10-Q were
$2,584 thousand and $7,027 thousand forfirst quarter of fiscal year 1995 and
fiscal year 1994,
respectively. ProQuip also accounted for $705$714 thousand of operating profit during the first nine months of 1995 and $596that period. Excluding
ProQuip, sales increased $1,236 thousand, for the corresponding
period of the prior year.
The remainder of the Test and Measurement segment, which includes Ling
Electronics, Inc. ("Ling")or 30%, the L.A.B. Division and the Advanced Products
Division, reported sales for the first nine months of 1995 of $11,883 thousand,
which was 15% higher than 1994's comparable period. Operating profit for 1995,
which was $778 thousand higher than 1994, reflects higher sales, improved
margins and lower expenses. Export license restrictions, imposed during the
first quarter of the fiscal year on certain of Ling's products, are continuingcompared to cause delays in shipments and to negatively impact Ling's sales and profits.
Management believes that sustainable growth of this segment will come
from new products for existing and new niche markets. During the current
fiscal year, the MICROTRAK 7000 (tm), a new laser triangulation sensor product,
for Advanced Products and the Transportation Simulator for L.A.B. are
examples of recent new product introductions.
FINANCIAL CONDITION
-------------------
During the first
quarter of fiscal year 1995 and operating income increased $78 thousand, or
22%. Ling Electronics ("Ling"), the Company sold its ProQuip
subsidiary for approximately $13.3 million. The sale resulted in a gain of
approximately $6.8 million. Approximately $8.0 millionAdvanced Products Division, and the LAB
Division all exceeded their sales levels of the net proceeds
were applied to the Company's term debt. The balance of this term debt was $2.3
million at July 1, 1995 which is payable in full by October 31, 1995. (For
further information on this transaction see Note 17: "Subsequent Event" to
the Consolidated Financial Statements in the Company's Form 10-K Reportsame period last year and
each recorded an operating profit for the fiscal year ended September 30, 1994first quarter. The operating
results benefitted from a higher level of sales and lower product development
spending, which were partially offset by higher selling and administrative
expenses. While management is incorporated herein by
reference).
Working capital reflects a $3.9 million improvement from September 30,
1994, but remains in a significantly negative positioncautiously optimistic, challenges remain to be
met within this business segment, especially at Ling, to sustain this level
of $4.7 million at
July 1, 1995. The working capital deficiency was mainly due to a $3.0
million note payable, the $2.3 million term debt noted above, and
approximately $2.8 million net liabilities of discontinued operation, which
resulted from the bankruptcy and subsequent pending liquidation of the
Company's United Telecontrol Electronics, Inc. subsidiary; see Management's
Discussion and Analysis of Financial Condition and Results of Operations on
page 8 of this Form 10-Q and the discussion under the caption "Results of
Operations: 1994 in Comparison with 1993", in Item 7: Management's
Discussion and Analysis of the Financial Condition and Results of Operations
and Note 16 to the Consolidated Financial Statements, in the Company's Form
10-K Report for the fiscal year ended September 30, 1994 which are
incorporated herein by reference. The lender of the $3.0 million note payable,
which was due on May 31, 1995, granted a due date extension until September 30,
1995. The maturity of the Company's line-of-credit and term debt on October 31,
1995, along with the note payable due on September 30, 1995, will require the
Company to secure alternative financing or make other arrangements to satisfy
its obligations as they become due; see the discussion under the caption
"Liquidity and Capital Resources" in Item 7: Management's Discussion and
Analysis of the Financial Condition and Results of Operations, in the
Company's Form 10-K Report for the fiscal year ended September 30, 1994
which is incorporated herein by reference.results.
MECHANICAL TECHNOLOGY INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
(continued)
-------------------Working capital of $833 thousand at December 29, 1995 reflects a $239
thousand improvement from September 30, 1995.
At July 1,December 29, 1995 cash and cash equivalents were $206$292 thousand versus
$1,820$78 thousand at September 30, 1994. As shown1995. Net cash provided by the Consolidated
Statement of Cash Flowoperations for the
nine months ended July 1, 1995,first quarter of fiscal 1996 amounted to $1,228,000, as compared to $86,000
in the prior year. The net cash provided in the current fiscal quarter
resulted principally from the purchaser of ProQuip releasing the funds held
in escrow and paying tax monies due the Company, both totaling approximately
$1,021,000, combined with the Company generating income from operations. The
net cash equivalents wereflow provided was used to reduce, among other things, current liabilities, the line-of-credit,line-of-
credit and long-term debt. The Company anticipates that it will be able to
meet the liquidity needs of its operations from cash flow generated by those
operations and borrowing under its existing line of credit, including
sufficient cash flow to make all payments due on its indebtedness during
fiscal 1996. However, the Company's ability to achieve these objectives is
dependent upon an orderly liquidation of its United Telecontrol Electronics,
Inc. subsidiary and attaining overall profitability and positive cash flow.
There is no assurance that the Company will be able to achieve these
objectives. (For further information, see the discussion under the caption
"Liquidity and Capital Resources", in Item 7: Management's Discussion and
Analysis of Financial Conditions and Results of Operations, and Note 13 to
the Consolidated Financial Statements, in the Company's Form 10-K Report for
the fiscal year ended September 30, 1995).
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Shareholders was held on May 9, 1995. The
following members were elected to the Company's Board of Directors to hold
office for the ensuing year.
Nominee In Favor Withheld
Harry Apkarian 2,147,904 916,507
R. Wayne Diesel 2,128,451 935,960
Stanley I. Landgraf 2,149,300 915,111
Albert W. Lawrence 2,081,772 982,639
E. Dennis O'Connor 2,148,700 915,711
Lawrence A. Shore 2,144,536 919,875
The results of the voting on the proposal to approve the reappointment of
Coopers & Lybrand as the Company's auditors were as follows:
In Favor Opposed Abstained
3,058,801 2,860 2,750
Item 6. Exhibits and Reports on Form 8-K
(a) None.
(b) No Reports on Form 8-K were filed by the registrant during the quarter
for which this Report is filed.
SIGNATURE
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.
MECHANICAL TECHNOLOGY INCORPORATED
8-14-952-09-96 /s/ R. WAYNE DIESEL
- --------- ------------------------------------
(Date) R. Wayne Diesel
President & Chief Executive Officer
8-14-952-09-96 /s/ STEPHEN T. WILSON
- --------- ------------------------------------
(Date) Stephen T. Wilson
Chief Financial Officer