Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context requires otherwise, the terms “we,” “us,” and “our” refer to Mechanical Technology, Incorporated, a New York Corporation and “MTI Instruments” refers to MTI Instruments, Incorporated, a New York corporation and our wholly-owned subsidiary.

The following discussion of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited Consolidated Financial Statements and the related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2014 contained in our 2014 Annual Report on Form 10-K.

In addition to historical information, the following discussion contains forward-looking statements, which involve risk and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements.  Important factors that could cause actual results to differ include those set forth in Part I Item 1A-Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed on March 5, 2015, and elsewhere in this Quarterly Report on Form 10-Q. Readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q. Please see “Statement Concerning Forward-Looking Statements” below.

Overview

MTI’s core business is conducted through MTI Instruments, Inc., a wholly-owned subsidiary. MTI Instruments is a supplier of precision linear displacement solutions, vibration measurement and system balancing solutions, precision tensile measurement systems and wafer inspection tools, serving markets that require 1) the precise measurements and control of products and processes in automated manufacturing, assembly, and consistent operation of complex machinery, 2) metrology tools for semiconductor and solar wafer characterization, tensile stage systems for materials testing and precision linear displacement gauges all for use in academic and industrial research and development settings, and  3) engine balancing and vibration analysis systems for both military and commercial aircraft.

We are continuously working on ways to increase our sales reach, including expanded worldwide sales coverage and enhanced internet marketing.  

Recent Developments

On June 11, 2015, the Board of Directors of the Company approved a share repurchase program of up to 525,000 shares of its outstanding shares of common stock. Stock may be purchased from time to time, in the open market or through private transactions, as market conditions warrant. Such stock repurchases, if and when commenced, may be suspended or discontinued at any time. Any repurchased shares will be held as treasury stock and available for general corporate purposes. 

On June 16, 2015, the Company entered into a Loan Agreement (the Loan) with Bank of America, N.A. (the Bank) to replace its previous line of credit with the Bank. The Loan contains three different credit facilities for our use in future capital requirements and strategic initiatives. All the credit facilities under the Loan are available until July 31, 2016 and may be renewed subject to all the terms and conditions as set forth in the Loan. Except as otherwise stated in the Loan, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. The Loan is secured by equipment and fixtures, inventory and receivables owned by the Company and guaranteed by MTI Instruments. The Loan requires the Company to provide specified financial information within 120 days of the fiscal year end and maintain on a consolidated basis a Debt Service Coverage Ratio of at least 1.25 to 1.0. The Company is also subject to other restrictions as set forth in the Loan. As of June 30, 2015, there were no amounts outstanding under these credit facilities. For additional information, see Note 9 to the condensed consolidated financial statements included in this report.

Results of Operations

Results of Operations for the Three and Six Months Ended June 30, 2015 Compared to the Three and Six Months Ended June 30, 2014.

MTI Instruments, Inc.

Product Revenue: Product revenue consists of revenue recognized from the MTI Instruments’ product lines.

Product revenue for the three months ended June 30, 2015 decreased by $527 thousand, or 21.3%, to $2.0 million from $2.5 million during the three months ended June 30, 2014. This decrease in product revenue was attributable to a decrease in government purchases from the U.S. Air Force. For the three months ended June 30, 2015, the largest commercial customer for the segment was a system integrator in the U.S., which accounted for $242 thousand, or 12.4%, of the second quarter 2015 revenue. In 2014, the largest commercial customer for the segment was an Asian customer, which accounted for $540 thousand, or 21.8%, of the second quarter 2014 revenue. The U.S. Air Force was the largest government customer for the three months ended June 30, 2015 and 2014, accounting for $67 thousand, or 3.4%, and $770 thousand, or 31.1%, respectively, of revenue for the three month periods ended June 30, 2015 and 2014.

Product revenue for the six months ended June 30, 2015 decreased by $273 thousand, or 7.1%, to $3.6 million from $3.9 million during the six months ended June 30, 2014. This decrease in product revenue was attributable to a decrease in government purchases from the U.S. Air Force. For the six months ended June 30, 2015, the largest commercial customer for the segment was a system integrator in the U.S., which accounted for $242 thousand, or 6.7%, of the year-to-date 2015 revenue. In 2014, the largest commercial customer for the segment was an Asian customer, which accounted for $540 thousand, or 14.0%, of the revenue during the six months ended June 30, 2014. The U.S. Air Force was the largest government customer for the six months ended June 30, 2015 and 2014, accounting for $127 thousand, or 3.6%, and $870 thousand, or 22.5%, respectively, of revenue for the six month periods ended June 30, 2015 and 2014. 

Information regarding government contracts included in product revenue is as follows:

__________________

(1)     Contract values represent maximum potential values at time of contract placement and may not be representative of actual results.

(2)     Date represents expiration of contract, including the exercise of option extensions. At this time, no additional orders are expected under any of these specific contracts. 

Cost of Product Revenue: Cost of product revenue includes the direct material and labor cost as well as an allocation of overhead costs that relate to the manufacturing of products we sell. In addition, cost of product revenue also includes the labor and material costs incurred for product maintenance, replacement parts and service under our contractual obligations.

Cost of product revenue at MTI Instruments for the three months ended June 30, 2015 decreased by $264 thousand, or 26.5%, to $733 thousand from $997 thousand during the three months ended June 30, 2014. Cost of product revenue at MTI Instruments for the six months ended June 30, 2015 decreased by $205 thousand, or 13.0%, to $1.4 million from $1.6 million during the six months ended June 30, 2014. These decreases are primarily a result of the decreased sales as discussed above under Product Revenue. Gross profit, as a percentage of product revenue, increased to 62.4% for the three month period and 61.8% for the six month period ending June 30, 2015, compared to 59.8% and 59.2%, respectively, for the same periods in 2014. The enhancement in gross margin percentage is due to the current customer mix consisting of a higher percentage of domestic sales, along with on going efforts to reduce manufacturing costs and improve inventory management.

Unfunded Research and Product Development Expenses: Unfunded research and product development expenses (meaning research and development that we conduct that is not reimbursed by customers) includes the costs of materials to build development and prototype units, cash and non-cash compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to outside suppliers for subcontracted components and services, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities.

Unfunded research and product development expenses at MTI Instruments for the three months ended June 30, 2015 increased by $7 thousand, or 2.0%, to $378 thousand from $371 thousand during the three months ended June 30, 2014. Unfunded research and product development expenses at MTI Instruments for the six months ended June 30, 2015 increased by $22 thousand, or 2.9%, to $754 thousand from $732 thousand during the six months ended June 30, 2014. These increases were due to higher labor costs, partially offset by a decrease in material spending on current development projects. 

Selling, General and Administrative Expenses: Selling, general and administrative expenses includes cash and non-cash compensation, benefits and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services.

Selling, general and administrative expenses at MTI Instruments for the three months ended June 30, 2015 increased by $114 thousand, or 20.2%, to $683 thousand from $569 thousand during the three months ended June 30, 2014. This increase is the result of additional staffing, including consultants, in the sales department and increased international travel. 

Selling, general and administrative expenses at MTI Instruments for the six months ended June 30, 2015 increased by $252 thousand, or 22.7%, to $1.4 million from $1.1 million during the six months ended June 30, 2014. This increase is the result of additional staffing, including consultants, in the sales department, increased international travel and a $25 thousand reserve established during the 2015 period for a potentially uncollectible receivable. 

MTI Parent – Corporate Entity

Selling, General and Administrative Expenses: Selling, general and administrative expenses incurred by the Corporate Entity for the three months ended June 30, 2015 increased by $2 thousand, or 0.4%, to $365 thousand from $363 thousand during the three months ended June 30, 2014.

Selling, general and administrative expenses incurred by the Corporate Entity for the six months ended June 30, 2015 decreased by $1 thousand, or 0.09%, to $697 thousand from $698 thousand during the six months ended June 30, 2014.

Results of Consolidated Operations

Operating (Loss) Income: Operating loss for the three months ended June 30, 2015 was $208 thousand compared to operating income of $178 thousand during the comparable 2014 period. Operating loss for the six months ended June 30, 2015 was $595 thousand compared to $254 thousand during the comparable 2014 period. These changes in operating income were a result of the factors noted above, primarily the decrease in product revenue at MTI Instruments.

Income Tax Expense: Income tax expense for the three months ended June 30, 2015 and 2014 was $10 thousand and $0, respectively. Our income tax rate for the three months ended June 30, 2015 and 2014 was 4.8% and 0%, respectively.  

Income tax expense for the six months ended June 30, 2015 and 2014 was $10 thousand and $0, respectively. Our income tax rate for the six months ended June 30, 2015 and 2014 was 1.7% and 0%, respectively.

Net (Loss) Income: Net loss for the three months ended June 30, 2015 was $218 thousand compared to net income of $178 thousand during the comparable 2014 period. The decrease in net income is primarily attributable to the decrease in product revenue at MTI Instruments.

Net loss for the six months ended June 30, 2015 was $605 thousand compared to $254 thousand during the comparable 2014 period. The decrease in net loss is primarily attributable to the decrease in product revenue at MTI Instruments.

Management’s Plan, Liquidity and Capital Resources

Several key indicators of our liquidity are summarized in the following table:

The Company has historically incurred significant losses (the majority, until 2012, stemming from the direct methanol fuel cell product development and commercialization programs of MeOH Power, Inc.) and had a consolidated accumulated deficit of $118.4 million as of June 30, 2015. During the six months ended June 30, 2015, the Company had a net loss of $605 thousand, had cash used in operating activities totaling $421 thousand and had working capital of $2.2 million. Management believes that the Company currently has adequate resources to avoid cost cutting measures that could adversely affect the business. As of June 30, 2015, we had no debt, no capital expenditure commitments and approximately $1.5 million of cash available to fund our operations.

If production levels rise at MTI Instruments, additional capital equipment may be required in the foreseeable future. We expect to spend approximately $125 thousand on capital equipment and $1.5 million in research and development on MTI Instruments’ products during 2015. We expect to finance any future expenditures and continue funding our operations from our current cash position and our projected 2015 cash flow pursuant to management’s current plan. We may also seek to supplement our resources with additional credit facilities and/or through sales of stock or assets. Besides the Company’s lines of credit, the Company has no other formal commitments for funding future needs of the organization at this time and such additional financing during 2015, if required, may not be available to us on acceptable terms or at all.

While it cannot be assured, management believes that, due in part to our current working capital level, recent replacements in sales and engineering staff, improved inventory management and stabilized spending, the Company should, for the full-year 2015, continue the positive cash flows it experienced during 2014 to fund the Company’s active operations for the foreseeable future. However, if revenue estimates are delayed or missed, the Company may need to implement additional steps to ensure liquidity including, but not limited to, the deferral of planned capital spending and/or delaying existing or pending product development initiatives. Such steps, if required, could potentially have a material and adverse effect on our business, results of operations and financial condition.

Debt

On June 16, 2015, the Company entered into a Loan Agreement (the Loan) with Bank of America, N.A. (the Bank) to replace its previous line of credit with the Bank discussed below. The Loan contains three different credit facilities for our use in future capital requirements and strategic initiatives. All the credit facilities under the Loan are available until July 31, 2016 and may be renewed subject to all the terms and conditions as set forth in the Loan. Except as otherwise stated in the Loan, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. The Loan is secured by equipment and fixtures, inventory and receivables owned by the Company and guaranteed by MTI Instruments. The Loan requires the Company to provide specified financial information within 120 days of the fiscal year end and maintain on a consolidated basis a Debt Service Coverage Ratio of at least 1.25 to 1.0. The Company is also subject to other restrictions as set forth in the Loan. As of June 30, 2015, there were no amounts outstanding under these credit facilities. For additional information regarding these credit facilities, see Note 9 to the condensed consolidated financial statements included in this report.

On May 5, 2014, the Company entered into a revolving line of credit with the Bank. The Company was allowed to borrow under the line of credit from time to time up to $1 million to support its working capital needs. The line of credit was available until July 31, 2015. The loan was payable no later than the expiration date of the Loan and interest was payable on the last day of each month beginning on May 30, 2014 and until payment was made in full. As of June 30, 2015 and December 31, 2014, there were no amounts outstanding under this line of credit. For additional information regarding this line of credit, see Note 9 to the condensed consolidated financial statements included in this report.

Backlog, Inventory and Accounts Receivable

At June 30, 2015, our order backlog was $319 thousand compared to $709 thousand at June 30, 2014 and $665 thousand at December 31, 2014. The decrease in backlog from December 2014 was due to lower domestic instrument order activity during the second quarter of 2015.

Our inventory turnover ratios and average accounts receivable days outstanding for the trailing twelve month periods and their changes at June 30, 2015 and 2014 are as follows:

The current twelve-month inventory turns remained the same as the preceding twelve month period. 

The average accounts receivable days’ outstanding increased two days during the last twelve months due to an increase in international commercial sales, as international customers take slightly longer to pay. 

Off-Balance Sheet Arrangements

We have no off balance sheet arrangements.

Critical Accounting Policies and Significant Judgments and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Note 2, Accounting Policies, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014 includes a summary of our most significant accounting policies. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, income taxes and stock-based compensation. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Periodically, our management reviews our critical accounting estimates with the Audit Committee of our Board of Directors.

Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Any statements contained in this Form 10-Q that are not statements of historical fact may be forward-looking statements. When we use the words “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” “should,” “could,” “may,” “will” and similar words or phrases, we are identifying forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding:

• projected taxable income and the ability to use deferred tax assets;

• management’s belief that it will have adequate resources to fund the Company’s operations and capital expenditures over at least the next twelve months;

• anticipated positive cash flow for 2015;

• the expectation that cost-cutting measures will be avoided;

• future capital expenditures and spending on research and development;

• needing to purchase equipment; and

• expected funding of future cash expenditures.

Forward-looking statements involve risks, uncertainties, estimates and assumptions which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Important factors that could cause these differences include the following:

• statements with respect to management’s strategy and planned initiatives;
• sales revenue growth may not be achieved or maintained;  

• the dependence of our business on a small number of customers and potential loss of government contracts – particularly in light of potential cuts that may be imposed as a result of U.S. government budget appropriations;
• our lack of long-term purchase commitments from our customers and the ability of our customers to cancel, reduce, or delay orders for our products;  

• our inability to build and maintain relationships with our customers;  
• our inability to develop and utilize new technologies that address the needs of our customers;
• the cyclical nature of the electronics and military industries;  
• the uncertainty of the U.S. and global economy;  
• the impact of future exchange rate fluctuations;  
• failure of our strategic alliances to achieve their objectives or perform as contemplated and the risk of cancellation or early termination of such alliance by either party;  
• the loss of services of one or more of our key employees or the inability to hire, train, and retain key personnel;

• risks related to protection and infringement of intellectual property;
• our occasional dependence on sole suppliers or a limited group of suppliers;

• our ability to generate income to realize the tax benefit of our historical net operating losses;

• risks related to the limitation of the use, for tax purposes, of our net historical operating losses in the event of certain ownership changes; and  

• other factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

The certifications of our Chief Executive Officer and Chief Financial Officer attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures and internal control over financial reporting. Such certifications should be read in conjunction with the information contained in this Item 4 for a more complete understanding of the matters covered by such certifications.

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of MTI’s disclosure controls and procedures as of June 30, 2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and we necessarily apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2015, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our fiscal quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.                   Legal Proceedings

At any point in time, we may be involved in various lawsuits or other legal proceedings. Such lawsuits could arise from the sale of products or services or from other matters relating to our regular business activities, compliance with various governmental regulations and requirements, or other transactions or circumstances. We do not believe there are any such proceedings presently pending. See Note 8, Commitments and Contingencies, to our condensed consolidated financial statements for further information.

Item 1A.                Risk Factors

Part II, Item 1A (Risk Factors) of our most recently filed Annual Report on Form 10-K with the Securities and Exchange Commission (SEC), filed on March 5, 2015, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Except to the extent that information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters described in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations – Statement Concerning Forward Looking Statements), there have been no material changes to our risk factors disclosed in our most recently filed Annual Report on Form 10-K. However, those risk factors continue to be relevant to an understanding of our business, financial condition and operating results and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.           Defaults Upon Senior Securities

None

Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

Not applicable.

Item 6.           Exhibits

All other exhibits for which no other filing information is given are filed herewith.

* Submitted electronically herewith. Attached as Exhibit 101 are the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in eXtensible Business Reporting Language (XBRL) and tagged as blocks of text and including detailed tags: (i) Condensed Consolidated Balance Sheets at June 30, 2015 and December 31, 2014; (ii) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014; (iii) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014; and (iv) related notes.

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.