8-K
Soluna Holdings, Inc (SLNH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 31, 2021
MECHANICAL TECHNOLOGY, INCORPORATED
(Exact name of registrant as specified in its charter)
| Nevada | 000-06890 | 14-1462255 |
|---|---|---|
| (State or other jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification Number) |
| 325 Washington Avenue Extension<br> <br>Albany, New York | 12205 | |
| --- | --- | |
| (Address of registrant's principal executive office) | (Zip code) |
(518) 218-2550
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR<br> 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Common Stock, par value $0.001 per share | MKTY | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations andFinancial Condition
On March 31, 2021, Mechanical Technology, Incorporated (the "Company") issued a press release announcing its financial and business highlights for fiscal year ended December 31, 2020. The press release is attached hereto as Exhibit 99.1 under Item 9.01 of this Current Report on Form 8-K (this "Form 8-K") and is incorporated by reference herein.
Additionally, on March 31, 2021, the Company delivered to the Company's stockholders a presentation of the Company's end of fourth quarter results. The Company released presentation materials that incorporate the Company's fourth quarter and full-year 2020 results, discussion of each business segment and recent business highlights. The materials of the presentation are available at the Company's website, specifically located at: https://www.mechtech.com/mti-announces-year-end-2020-results.
Item 7.01 Regulation FD Disclosure
Reference is made to the disclosure in Item 2.02 of this Form 8-K, which disclosure is incorporated herein by reference.
The information contained in this Form 8-K provided under Item 7.01 and Exhibit 99.1 attached hereto are furnished to, but shall not be deemed filed with, the Securities and Exchange Commission (the "SEC") or incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This Form 8-K and Exhibit 99.1 contain forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company's intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company's future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks that may be included in documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by law.
Item 9.01. Financial Statements andExhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Mechanical Technology, Incorporated dated March 31,<br> 2021. |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MECHANICAL<br> TECHNOLOGY, INCORPORATED | ||
|---|---|---|
| Date: March 31,<br> 2021 | By: | /s/ Jessica L.<br> Thomas |
| Name: | Jessica L.<br> Thomas | |
| Title: | Chief Financial<br> Officer |
Exhibit 99.1
Mechanical Technology, Incorporated
ReportsRecord 2020 Revenue and Full Year Results
ReportsHighest Revenue in 9 Years and 500% Annual Increase in Net Income
ALBANY,N.Y., March 31, 2021 /PRNewswire/ - Mechanical Technology, Incorporated ("MTI" or the "Company"), (NASDAQ: MKTY), the parent company of MTI Instruments, Inc. ("MTI Instruments"), a test and measurement instruments and systems business and EcoChain, Inc. ("EcoChain"), a cryptocurrency mining business powered by renewable energy, announced today its fiscal year end 2020 financial results.
Highlights:
For the fiscal year ended 2020, net income was $1.9 million, which represents a year over year increase of approximately 500% over 2019. Product revenue for the year ended 2020 was $9.0 million, an increase of 37% over 2019, with corresponding product margins increasing by $2.0 million.
A key reason for the increase in our financial performance was the successful delivery, by our MTI Instrument subsidiary, of 52 new PBS-4100+ engine vibration balancing systems and associated accessories, pursuant to a contract with the United States Airforce. This increase in revenue combined with an improvement in product margin of 589 basis points contributed to our increase in operating income. The improvement in basis points was primarily driven by cost savings in materials purchases due to volume and leveraging the existing cost structure.
Revenues generated by our EcoChain subsidiary, with the addition of our cryptocurrency mining business in 2020, contributed favorably to our healthier financial performance for the year ended 2020. During the fourth quarter of 2020, EcoChain generated revenues of $369 thousand, which represented an increase of 109% over revenues generated in the third quarter of 2020 and totaled $595 thousand for the year ended December 31, 2020. Our TNT site generated margins of $190 thousand on those revenues for the year ended December 31, 2020. During 2021, we expect to generate positive margins from our TNT mining operation.
Michael Toporek, CEO of MTI stated, "We are extremely pleased with our record results, especially the approximate 500% increase in profitability. With our growth strategy clearly gaining momentum, we are particularly pleased with our recent uplisting to The Nasdaq Capital Market. The power cost of EcoChain's new data center in the Southeastern United States is exciting as it provides for maximum flexibility to potentially optimize the Company's return on invested capital."
MTI's Chief Financial Officer, Jessica Thomas commented, "The year ending 2020 was a historic year for the Company, highlighted by a product revenue increase of 37% over the prior year and margin improvements that allowed the Company to realize greater profitability. In addition, the TNT mine's fourth quarter operating results led to the mine being profitable for 2020. Our financial results for 2020 set a record performance for about the past decade for both revenue and net income. Our cash position remains strong at $2.6 million, in addition to untapped credit facilities in 2020. Further, we were able to leverage existing general and administrative functions to support the EcoChain line of business."
Moshe Binyamin, President of MTI Instruments stated, "COVID-19 certainly presented a number of business and operational challenges for us. While we did see an 11% decline in our non-PBS product lines compared to 2019, we were able to offset that from increases in revenues generated from our military and freight aviation PBS customers. I am certainly pleased with our overall revenue results and particularly proud of our production and fulfilments teams' performance. They did an extraordinary job adapting quickly to the new operating environment, working tirelessly in multiple shifts to meet customer expectations, while following social distancing guidelines and keeping each other safe. It is a testament to our hard work and agility that helped us achieve these record results. Notwithstanding the challenges presented by the COIVD-19 pandemic, we were still able to rapidly improve our on-line content and outreach. As a result, we now have a richer on-line presence and ability to engage with customers and prospects in any manner they see fit."
A presentation and corresponding video is available on the Company's website at https://www.mechtech.com/mti-announces-year-end-2020-results.
About MTI
MTI is the parent company of MTI Instruments, Inc. and EcoChain, Inc. Through MTI Instruments, MTI is engaged in the design, manufacture and sale of test and measurement instruments and systems that use a comprehensive array of technologies to solve complex, real world applications in numerous industries, including manufacturing, electronics, semiconductor, solar, commercial and military aviation, automotive and data storage. Through EcoChain, MTI is developing cryptocurrency mining facilities powered by renewable energy that integrate with the blockchain network. For more information about MTI, please visit https://www.mechtech.com.
Forward Looking Statement
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management's current expectations, as of the date of this communication, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the successful execution of the Company's business strategy. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company's ability to implement its long range business plan for various applications of its technology; the Company's ability to enter into agreements with any necessary partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company's technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company's reports filed with the Securities and Exchange Commission.
Contact Information:
Jess Olszowy
Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
646.823.8656
#
Mechanical Technology, Incorporated and SubsidiariesConsolidated Balance Sheets As of December 31, 2020 and December 31, 2019
| (Dollars in thousands, except per share) | **** | December 31, | ||
|---|---|---|---|---|
| 2019 | ||||
| Assets | ||||
| Current<br> Assets: | **** | **** | **** | |
| Cash | 2,630 | $ | 2,510 | |
| Accounts<br> receivable - less allowances of 0 in 2020 and 2019 | 975 | 745 | ||
| Inventories | 828 | 924 | ||
| Prepaid<br> expenses and other current assets | 346 | 56 | ||
| Total<br> Current Assets | 4,779 | 4,235 | ||
| Other assets | 309 | - | ||
| Deferred<br> income taxes, net | 759 | 395 | ||
| Equity<br> investment | 750 | - | ||
| Property,<br> plant and equipment, net | 847 | 174 | ||
| Operating<br> lease right-of-use assets | 1,203 | 947 | ||
| Total<br> Assets | 8,647 | $ | 5,751 | |
| Liabilities and Stockholders' Equity | ||||
| Current<br> Liabilities: | **** | **** | **** | |
| Accounts<br> payable | 300 | $ | 210 | |
| Accrued liabilities | 1,019 | 761 | ||
| Operating<br> lease liability | 316 | 171 | ||
| Income taxes<br> payable | 2 | - | ||
| Total<br> Current Liabilities | 1,637 | 1,142 | ||
| Other<br> liabilities | 203 | - | ||
| Operating<br> lease liability | 891 | 776 | ||
| Total Liabilities | 2,731 | 1,918 | ||
| Commitments and Contingencies<br> (Note 12) | ||||
| Stockholders'<br> Equity: | **** | **** | **** | |
| Common<br> stock, par value 0.01 per share, authorized 75,000,000; 10,750,100 issued in<br> 2020 and 10,586,170 issued in 2019 | 108 | 106 | ||
| Additional<br> paid-in capital | 137,365 | 137,230 | ||
| Accumulated<br> deficit | (117,793 | ) | (119,739 | |
| Common<br> stock in treasury, at cost, 1,015,493 shares in both 2020 and 2019 | (13,764 | ) | (13,764 | |
| Total Stockholders'<br> Equity | 5,916 | 3,833 | ||
| Total<br> Liabilities and Stockholders' Equity | 8,647 | $ | 5,751 |
All values are in US Dollars.
Mechanical Technology, Incorporated and SubsidiariesConsolidatedStatements of OperationsForthe Years Ended December 31, 2020 and 2019
| (Dollars in thousands, except per share) | Years Ended | |||
|---|---|---|---|---|
| December 31, | ||||
| 2020 | 2019 | |||
| Product revenue | $ | 9,004 | $ | 6,571 |
| Cryptocurrency revenue | 595 | - | ||
| Total revenue | 9,599 | 6,571 | ||
| Operating costs and expenses: | ||||
| Cost of product revenue | 2,669 | 2,205 | ||
| Cost of cryptocurrency revenue | 405 | - | ||
| Research and product development<br> expenses | 1,491 | 1,381 | ||
| Selling, general and administrative expenses | 3,584 | 2,726 | ||
| Operating income | 1,450 | 259 | ||
| Other income, net | 104 | 36 | ||
| Income before income taxes | 1,554 | 295 | ||
| Income tax benefit | 392 | 28 | ||
| Net income | $ | 1,946 | $ | 323 |
| Net income per share (Basic) | $ | .20 | $ | .03 |
| Net income per share (Diluted) | $ | .20 | $ | .03 |
| Weighted<br> average shares outstanding (Basic) | 9,581,886 | 9,548,460 | ||
| Weighted<br> average shares outstanding (Diluted) | 9,634,503 | 9,602,548 |
Mechanical Technology,Incorporated and SubsidiariesConsolidated Statements of Changes in EquityFor the Years Ended December 31, 2020 and 2019
| (Dollars in thousands, except<br> per share) | ****<br> <br>Common Stock | **** | **** | ****<br> <br>Treasury Stock | **** | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| <br> <br><br> <br>****<br> <br>Shares | <br> <br><br> <br>****<br> <br>Amount | ****<br> <br>Additional Paid-in Capital | <br> <br><br> <br>Accumulated<br> <br>Deficit | <br> <br><br> <br>****<br> <br>Shares | <br> <br><br> <br>****<br> <br>Amount | Total Stockholders' Equity | ||||||||||
| January 1, 2019 | 10,452,670 | $ | 105 | $ | 139,067 | $ | (118,462 | ) | 1,015,493 | $ | (13,764 | ) | $ | 6,946 | ||
| Net income | - | - | - | 323 | - | - | 323 | |||||||||
| Stock based compensation | - | - | 31 | - | - | - | 31 | |||||||||
| Issuance of shares - option<br> exercises | 133,500 | 1 | 73 | - | - | - | 74 | |||||||||
| Cash dividends | - | - | (1,941 | ) | (1,600 | ) | - | - | (3,541 | ) | ||||||
| December 31, 2019 | 10,586,170 | $ | 106 | $ | 137,230 | $ | (119,739 | ) | 1,015,493 | $ | (13,764 | ) | $ | 3,833 | ||
| Net income | - | - | - | 1,946 | - | - | 1,946 | |||||||||
| Stock based compensation | - | - | 54 | - | - | - | 54 | |||||||||
| Issuance of shares - option<br> exercises | 83,000 | 1 | 82 | - | - | - | 83 | |||||||||
| Issuance of shares - restricted<br> stock | 80,930 | 1 | (1 | ) | - | - | - | - | ||||||||
| December 31, 2020 | 10,750,100 | $ | 108 | $ | 137,365 | $ | (117,793 | ) | 1,015,493 | $ | (13,764 | ) | $ | 5,916 |
Mechanical Technology,Incorporated and SubsidiariesConsolidated Statements of Cash FlowsFor the Years Ended December 31, 2020 and 2019
| (Dollars in thousands) | Year Ended December 31, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Operating Activities | **** | **** | **** | **** | ||
| Net income | $ | 1,946 | $ | 323 | ||
| Adjustments to<br> reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 159 | 87 | ||||
| Provision for<br> bad debts | - | 1 | ||||
| Deferred income<br> taxes | (364 | ) | - | |||
| Stock based<br> compensation | 54 | 31 | ||||
| Provision<br> (recovery) for excess and obsolete inventories | (3 | ) | 33 | |||
| Loss on disposal<br> of equipment | 3 | 3 | ||||
| Changes in operating<br> assets and liabilities: | ||||||
| Accounts<br> receivable | (230 | ) | 125 | |||
| Inventories | 99 | (94 | ) | |||
| Prepaid<br> expenses and other current assets | (290 | ) | 1 | |||
| Other long-term<br> assets | (309 | ) | - | |||
| Accounts<br> payable | 90 | 9 | ||||
| Operating<br> lease, net | 4 | - | ||||
| Income taxes<br> and uncertain tax positions | 2 | - | ||||
| Other long-term<br> liabilities | 203 | - | ||||
| Accrued<br> liabilities | 258 | (230 | ) | |||
| Net cash provided<br> by operating activities | 1,622 | 289 | ||||
| Investing Activities | **** | **** | **** | **** | ||
| Purchases of<br> equipment | (835 | ) | (83 | ) | ||
| Purchase of<br> stock in equity investment | (750 | ) | - | |||
| Net cash used<br> in investing activities | (1,585 | ) | (83 | ) | ||
| Financing Activities | ||||||
| Cash<br> dividends on common stock | - | (3,541 | ) | |||
| Proceeds<br> from stock option exercises | 83 | 74 | ||||
| Net cash provided<br> by (used in) financing activities | 83 | (3,467 | ) | |||
| Increase (decrease) in cash | 120 | (3,261 | ) | |||
| Cash - beginning<br> of period | 2,510 | 5,771 | ||||
| Cash - end of<br> period | $ | 2,630 | $ | 2,510 |