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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2013

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 0-21074

 

 

SUPERCONDUCTOR TECHNOLOGIES INC.

(Exact name of registrant as specified in our charter)

 

 

 

Delaware   77-0158076
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)

460 Ward Drive,

Santa Barbara, California 93111-2356

(Address of principal executive offices & zip code)

(805) 690-4500

(Registrant’s telephone number including area code)

 

 

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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer   ¨    Accelerated Filer   ¨
Non-Accelerated Filer   ¨  (do not check if smaller reporting company)    Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨ or No  x

We had 11,599,950 shares of our common stock outstanding as of the close of business on November 8, 2013.

 

 

 


Table of Contents

SUPERCONDUCTOR TECHNOLOGIES INC.

INDEX TO FORM 10-Q

Three and Nine Months Ended September 28, 2013

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

     2   

PART I—FINANCIAL INFORMATION

  

ITEM 1. Financial Statements

  

Condensed Consolidated Statements of Operations

     3   

Condensed Consolidated Balance Sheets

     4   

Condensed Consolidated Statements of Cash Flows

     5   

Notes to Unaudited Interim Condensed Consolidated Financial Statements

     6   

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

     17   

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

     22   

ITEM 4. Controls and Procedures

     22   

PART II—OTHER INFORMATION

  

ITEM 1. Legal Proceedings

     23   

ITEM 1A. Risk Factors

     23   

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

     23   

ITEM 3. Defaults Upon Senior Securities

     23   

ITEM 4. Mine Safety Disclosures

     23   

ITEM 5. Other Information

     23   

ITEM 6. Exhibits

     23   

SIGNATURES

     24   

 

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Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995 for these forward looking statements. Our forward-looking statements relate to future events or our future performance and include, but are not limited to, statements concerning our business strategy, future commercial revenues, market growth, capital requirements, new product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and other comparable terminology.

We caution investors that any forward-looking statements presented in this Report, or that we may make orally or in writing from time to time, are based on our beliefs and assumptions made by, and information currently available to, us. Such statements are based on assumptions and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include the following:

 

    limited cash and a history of losses;

 

    our need to raise additional capital for our business;

 

    our need to overcome additional technical challenges necessary to develop and commercialize HTS wire;

 

    limited number of potential customers;

 

    decreases in average selling prices for our products;

 

    rapidly advancing technology in our target markets;

 

    the impact of competitive products, technologies and pricing;

 

    limited number of suppliers for some of our components;

 

    no significant backlog from quarter to quarter;

 

    fluctuations in sales and product demand from quarter to quarter can be significant;

 

    our proprietary rights, while important to our business, are difficult and costly to protect;

 

    manufacturing capacity constraints and difficulties;

 

    the current worldwide economic uncertainty; and

 

    cost and uncertainty from compliance with environmental regulations.

For further discussion of these and other factors see, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Annual Report on Form 10-K for 2012.

This Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Report.

 

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Table of Contents

PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements.

SUPERCONDUCTOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     September 28,
2013
    September 29,
2012
    September 28,
2013
    September 29,
2012
 

Net revenues:

        

Net commercial product revenues

   $ 229,000      $ 1,301,000      $ 1,560,000      $ 2,174,000   

Government and other contract revenues

     —          30,000        —          152,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

     229,000        1,331,000        1,560,000        2,326,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses:

        

Cost of commercial product revenues

     290,000        1,021,000        910,000        2,943,000   

Cost of government and other contract revenue

     —          18,000        —          113,000   

Research and development

     1,875,000        1,315,000        4,724,000        3,790,000   

Selling, general and administrative

     1,434,000        1,247,000        3,909,000        4,199,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     3,599,000        3,601,000        9,543,000        11,045,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (3,370,000     (2,270,000     (7,983,000     (8,719,000

Other Income and Expense:

        

Loss from investment in Resonant LLC joint venture

     —          —          (238,000     —     

Adjustments to fair value of derivatives

     (85,000     —          (85,000     —     

Other income

     1,000        7,000        7,000        44,000   

Interest income

     —          1,000        1,000        6,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (3,454,000   $ (2,262,000   $ (8,298,000   $ (8,669,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted loss per common share

   $ (0.42   $ (0.69   $ (1.48   $ (2.71
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted weighted average number of common shares outstanding

     8,176,262        3,292,650        5,612,636        3,194,281   
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

 

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Table of Contents

SUPERCONDUCTOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

     September 28,
2013
    December 31,
2012
 
     (Unaudited)     (See Note)  
ASSETS     

Current Assets:

    

Cash and cash equivalents

   $ 10,267,000      $ 3,634,000   

Accounts receivable, net

     127,000        122,000   

Inventory, net

     92,000        51,000   

Prepaid expenses and other current assets

     312,000        315,000   
  

 

 

   

 

 

 

Total Current Assets

     10,798,000        4,122,000   
  

 

 

   

 

 

 

Property and equipment, net of accumulated depreciation of $20,209,000 and $19,445,000, respectively

     5,553,000        6,242,000   

Patents, licenses and purchased technology, net of accumulated amortization of $705,000 and $2,367,000, respectively

     809,000        889,000   

Other assets

     503,000        776,000   
  

 

 

   

 

 

 

Total Assets

   $ 17,663,000      $ 12,029,000   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current Liabilities:

    

Accounts payable

   $ 970,000      $ 603,000   

Accrued expenses

     807,000        460,000   
  

 

 

   

 

 

 

Total Current Liabilities

     1,777,000        1,063,000   

Other long term liabilities

     539,000        674,000   

Fair value of warrant derivatives

     4,241,000        —     
  

 

 

   

 

 

 

Total Liabilities

     6,557,000        1,737,000   
  

 

 

   

 

 

 

Commitments and contingencies-Notes 5 and 6

    

Stockholders’ Equity:

    

Preferred stock, $.001 par value, 2,000,000 shares authorized, 328,925 and 564,642 shares issued and outstanding, respectively

     —          1,000   

Common stock, $.001 par value, 250,000,000 shares authorized, 11,599,950 and 4,193,690 shares issued and outstanding, respectively

     12,000        4,000   

Capital in excess of par value

     281,336,000        272,231,000   

Accumulated deficit

     (270,242,000     (261,944,000
  

 

 

   

 

 

 

Total Stockholders’ Equity

     11,106,000        10,292,000   
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 17,663,000      $ 12,029,000   
  

 

 

   

 

 

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

Note – December 31, 2012 balances were derived from audited consolidated financial statements.

 

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Table of Contents

SUPERCONDUCTOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Nine Months Ended  
     September 28,
2013
    September 29,
2012
 

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (8,298,000   $ (8,669,000

Adjustments to reconcile net loss to net cash used for operating activities:

    

Depreciation and amortization

     946,000        204,000   

Stock-based compensation expense

     418,000        785,000   

Write-off of intangibles

     93,000        142,000   

Adjustments to fair value of warrant derivatives

     85,000        —     

Provision for excess and obsolete inventories

     —          270,000   

(Gain) loss on disposal of property and equipment

     331,000        (44,000

Loss from investment in Resonant LLC joint venture

     238,000        —     

Changes in assets and liabilities:

    

Accounts receivable

     (5,000     (718,000

Inventories

     (41,000     750,000   

Prepaid expenses and other current assets

     (150,000     (61,000

Patents and licenses

     (64,000     (157,000

Other assets

     2,000        7,000   

Accounts payable, accrued expenses and other current liabilities

     436,000        126,000   
  

 

 

   

 

 

 

Net cash used in operating activities

     (6,009,000     (7,365,000
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchases of property and equipment

     (209,000     (2,828,000

Net proceeds from sale of property and equipment

     7,000        44,000   
  

 

 

   

 

 

 

Net cash used in investing activities

     (202,000     (2,784,000
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Repurchase of common shares for withholding obligations

     —          (135,000

Net proceeds from the sale of common stock

     12,844,000        6,621,000   
  

 

 

   

 

 

 

Net cash provided by financing activities

     12,844,000        6,486,000   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     6,633,000        (3,663,000

Cash and cash equivalents at beginning of period

     3,634,000        6,165,000   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 10,267,000      $ 2,502,000   
  

 

 

   

 

 

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

 

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SUPERCONDUCTOR TECHNOLOGIES INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General

We are a leading company in developing and commercializing high temperature superconductor (“HTS”) materials and related technologies. Superconductivity is the unique ability to conduct various signals or energy (e.g., electrical current or radio frequency (“RF”) signals) with little or no resistance when cooled to “critical” temperatures. HTS materials are a family of elements that demonstrate superconducting properties at temperatures significantly warmer than previous superconducting materials. Electric currents that flow through conventional conductors encounter resistance that requires power to overcome and generates heat. HTS materials can substantially improve the performance characteristics of electrical systems, reducing power loss, lowering heat generation, and decreasing electrical noise.

We were established in 1987 shortly after the discovery of HTS materials, a family of elements that demonstrate superconducting properties at temperatures significantly warmer than previous superconducting materials. Our stated objective was to develop products based on these materials for the commercial marketplace.

After analyzing the market opportunities available, we decided to pursue a strategic revenue opportunity developing products for the electronics industry.

Our initial product was completed in 1998, and we began delivery to a number of wireless network providers. In the following 13 years, we continued to refine and improve the platform, with the primary focus on improving reliability, increasing performance and runtime, and, most importantly, removing cost from the manufacturing process of the required subsystems. Our cost reducing efforts led to the invention of our proprietary, high-yield and high throughput HTS material deposition manufacturing process.

In the last several years, we have focused our research and development efforts on adapting our successful HTS materials deposition techniques to production of high performance second generation “2G” HTS wire for next generation power applications. While all our current commercial product revenues come from the sale of high performance wireless infrastructure products, we now see production of our Conductus® HTS wire as an excellent strategic opportunity to grow our future revenue.

Historically, we used research and development contracts as a source of funds for our commercial technology development. We are not currently involved as either a contractor or subcontractor on contracts with the U.S. government. Thus, for the nine months ended September 28, 2013 and September 29, 2012, government and other contract revenues accounted for 0% and 7% of our net revenues, respectively.

For the nine months ended September 28, 2013 and September 29, 2012, commercial product revenues accounted for 100% and 93%, respectively, of our net revenues.

The unaudited condensed consolidated financial information furnished herein has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflects all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods presented.

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. This quarterly report on Form 10-Q should be read in conjunction with our Form 10-K for 2012. The results of operations for the nine months ended September 28, 2013 are not necessarily indicative of the results for all of 2013.

2. Summary of Significant Accounting Policies

Basis of Presentation

As of September 28, 2013, we had $10.3 million in cash and cash equivalents, which are considered sufficient to fund our planned operations through at least June 2014. However, for the nine months ended September 28, 2013, we incurred a net loss of $8.3 million and had negative cash flows from operations of $6.0 million. For the year ended December 31, 2012, we incurred a net loss of $10.9 million and had negative cash flows from operations of $8.2 million.

 

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The accompanying condensed consolidated financial statements included in this Form 10-Q have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our plans regarding improving our future liquidity will require us to successfully use our expertise and our technology to generate revenues in various ways, including commercial operations, joint ventures and licenses. We have invested and will continue to invest significant capital in our Austin, Texas manufacturing facility to enable us to produce our HTS wire products. However, delays in the timing of our ability to, including but not limited to, raise additional capital, unexpected production delays, and our ability to sell our HTS wire products in large scale could substantially impact our estimates used in the determination of expected future cash flows and/or expected future profitability, if any at all.

To date, we have financed our operations through the proceeds of various convertible debt and equity financings. In connection with our business plan, we anticipate additional increases in operating expenses and capital expenditures as discussed above. We intend to finance these expenses with current cash and further issuances of debt and equity securities. Thereafter, we expect we will need to raise additional capital and generate revenues to meet short-term and long-term operating requirements. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be made available in the form of equity and/or debt financing and/or additional short-term borrowing. As such, these factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our independent registered public accounting firm has also included in their audit reports for 2012 and 2011 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

Principles of Consolidation

The interim condensed consolidated financial statements include the accounts of Superconductor Technologies Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated from the condensed consolidated financial statements. We have reviewed recently issued Financial Accounting Standards Board pronouncements and do not believe they will have a material impact on our financial statements.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Cash and cash equivalents are maintained with what we believe to be quality financial institutions and from time to time exceed FDIC limits. Historically, we have not experienced any losses due to such concentration of credit risk.

Accounts Receivable

We sell predominantly to entities in the wireless communications industry. We grant uncollateralized credit to our customers. We perform usual and customary credit evaluations of our customers before granting credit. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience. Past due balances are reviewed for collectibility. Account balances are charged off against the allowance when we deem it is probable the receivable will not be recovered. We do not have any off -balance sheet credit exposure related to our customers.

Revenue Recognition

Commercial revenues are principally derived from the sale of our SuperLink, AmpLink and SuperPlex family of products and are recognized once all of the following conditions have been met: a) an authorized purchase order has been received in writing, b) customer’s credit worthiness has been established, c) shipment of the product has occurred, d) title has transferred, and e) if stipulated by the contract, customer acceptance has occurred and all significant vendor obligations, if any, have been satisfied.

We currently have no contract revenues. Historically, contract revenues were principally generated under research and development contracts. Contract revenues were recognized utilizing the percentage-of-completion method measured by the relationship of costs incurred to total estimated contract costs. If the current contract estimate were to indicate a loss, utilizing the funded amount of the contract, a provision would be made for the total anticipated loss. Revenues from research related activities were derived primarily from contracts with agencies of the U.S. Government. Credit risk related to accounts receivable arising from such contracts was considered minimal. These contracts included cost-plus, fixed price and cost sharing arrangements and were generally short-term in nature.

All payments to us for work performed on contracts with agencies of the U.S. Government are subject to adjustment upon audit by the Defense Contract Audit Agency. Contract audits through 2003 are closed. Based on historical experience and review of current projects in process, we believe that the audits will not have a significant effect on our financial position, results of operations or cash flows.

 

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Shipping and Handling Fees and Costs

Shipping and handling fees billed to customers are included in net commercial product revenues. Shipping and handling fees associated with freight are generally included in cost of commercial product revenues.

Warranties

We offer warranties generally ranging from one to five years, depending on the product and negotiated terms of purchase agreements with our customers. Such warranties require us to repair or replace defective product returned to us during such warranty period at no cost to the customer. An estimate by us for warranty related costs is recorded by us at the time of sale based on our actual historical product return rates and expected repair costs. Such costs have been within our expectations.

Indemnities

In connection with the sales and manufacturing of our commercial products, we indemnify, without limit or term, our customers and contract manufacturers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under our indemnities because of the uncertainty as to whether a claim might arise and how much it might total. Historically, we have not incurred any expenses related to these indemnities.

Research and Development Costs

Research and development costs are charged to expense as incurred and include salary, facility, depreciation and material expenses. Research and development costs are charged to research and development expense. Research and development costs incurred solely in connection with research and development contracts were charged to government and other contract expense.

Inventories

Inventories are stated at the lower of cost or market, with costs primarily determined using standard costs, which approximate actual costs utilizing the first-in, first-out method. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventory and/or vendor cancellation charges related to purchase commitments. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained. Our provisions for excess or obsolete inventory establish a new cost basis for inventory and are not reversed until we sell or dispose of the related inventory. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or the estimated forecast of product demand and production requirements. Costs associated with idle capacity are charged to expense immediately.

Property and Equipment

Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over their estimated useful lives ranging from three to seven years. Leasehold improvements and assets financed under capital leases are amortized over the shorter of their useful lives or the lease term. Furniture and fixtures are depreciated over seven years. Expenditures for additions and major improvements are capitalized. Expenditures for minor tooling, repairs and maintenance and minor improvements are charged to expense as incurred. When property or equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts. Gains or losses from retirements and disposals are recorded in selling, general and administrative expenses. In the three and nine months ended September 28, 2013, there were disposals totaling $337,000 and $337,000, respectively, and gains of $1,000 and $6,000, respectively, from disposals. In the three and nine months ended September 29, 2012, there were disposals totaling $0 and $520,000, respectively, and gains of $7,000 and $44,000, respectively, from these disposals.

Patents, Licenses and Purchased Technology

Patents and licenses are recorded at cost and are amortized using the straight-line method over the shorter of their estimated useful lives or approximately seventeen years.

 

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Long-Lived Assets

The realizability of long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer be used in business are written off in the period identified since they will no longer generate any positive cash flows for us. Long-lived assets that will continue to be used by us are periodically evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets is written down to its estimated fair value. We tested our long lived assets for recoverability during 2012 and did not believe that there was any impairment. However, for the nine months ended September 28, 2013, we charged $93,000 of patents pending to operations.

In July 2012, we contributed 14 issued and pending patents regarding our innovative Reconfigurable Resonance™ (RcR) technology, limited use of our Santa Barbara facility, experienced executive leadership and technical expertise as our minority investment in Resonant LLC. As of December 31, 2012 and June 18, 2013, our interest in Resonant was 30%, and the net value of the assets contributed, estimated to approximate fair value, was $423,000 and $185,000, respectively. We had accounted for this investment using the equity method and included it in Other assets for both periods.

At June 18, 2013, we announced via a press release, that we exchanged our equity interest in Resonant LLC, a wholly owned subsidiary of Resonant Inc., for a $2.4 million subordinated convertible note receivable from the new Resonant Inc. No gain was recognized for the exchange of our net equity interest on the date of issuance for the note receivable due to uncertainties in connection with the collectability of this subordinated note receivable. Our note is subordinated to a third party lender and is only convertible in the event Resonant, Inc. conducts an initial public offering and certain other conditions are met. We determined that our net equity interest of $185,000 approximated the carrying value of the note receivable at September 28, 2013.

We have invested and will continue to invest significant capital in our Austin, Texas manufacturing facility to enable us to produce our HTS wire products. Delays in the timing of our ability to, including but not limited to, raise additional capital if needed, unexpected production delays, and our ability to sell our HTS wire products in large scale could substantially impact our estimates used in the determination of expected future cash flows and/or expected profitability. The accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Other Investments

From time to time we may pursue joint ventures with other entities to commercialize our technology. In 2007, we formed a joint venture with Hunchun BaoLi Communication Co. Ltd. to manufacture and sell our SuperLink interference elimination solution in China. We use the equity method of accounting for our 45 percent joint venture interest. The joint venture agreement called for our joint venture partner to supply the capital and local expertise, and for us to provide a license of certain technology and supply key parts for manufacturing. Since 2007, we have been conducting lab and field trials in the existing China 2G market using our TD-SCDMA and SuperLink solutions. Although those activities continue, the parties have not completed their contributions to the joint venture, including most of the funding and our license, within the two year period specified by the agreement and Chinese law. The future of the joint venture, including any commencement of manufacturing and the transfer of our processes, will depend on product demand in China, completion of funding by our joint venture partner, as well as a number of other conditions, including certain critical approvals from the Chinese and U.S. governments. There continues to be no assurance that these conditions will be met and even if these conditions are met and the approvals received, the results from our joint venture will be subject to a number of significant risks associated with international operations and new ventures, some of which are set forth in our public filings, including in particular the “Risk Factors” included in Item 1A of our Annual Report on Form 10-K for 2012. We incurred no expenses in the nine months ended September 28, 2013 or in the full year 2012 as a result of this joint venture.

Loss Contingencies

In the normal course of our business we are subject to claims and litigation, including allegations of patent infringement. Liabilities relating to these claims are recorded when it is determined that a loss is probable and the amount of the loss can be reasonably estimated. The costs of our defense in such matters are expensed as incurred. Insurance proceeds recoverable are recorded when deemed probable.

Income Taxes

We recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The guidance further clarifies the accounting for uncertainty in income taxes and sets a consistent framework to determine the appropriate level of tax reserve to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured to

 

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be the highest tax benefit that is greater than 50% likely to be realized and sets out disclosure requirements to enhance transparency of our tax reserves. The adoption of this guidance has not had a material impact on our consolidated financial statements as we concluded our tax positions are highly certain of being settled at 100% of the benefit claimed. Guidance is also provided on the accounting for the related interest and penalties, financial statement and disclosure. We are currently not under examination by any taxing authority nor have we been notified of an impending examination. The oldest tax year that remains open to possible evaluation and interpretation of our tax position is 1996.

As of December 31, 2012, we had net operating loss carryforwards for federal and state income tax purposes of approximately $311.9 million and $192.1 million, respectively, which expire in the years 2013 through 2032. Due to the uncertainty surrounding their realization, we recorded a full valuation allowance against our net deferred tax assets. Accordingly, no deferred tax asset has been recorded in the accompanying condensed consolidated balance sheets.

Marketing Costs

All costs related to marketing and advertising our products are charged to expense as incurred or at the time the advertising takes place. Advertising costs were not material in each of the three and nine months ended September 28, 2013 and September 29, 2012.

Net Loss Per Share

Basic and diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding in each year. Outstanding stock options and unvested restricted stock awards are not included in the calculation of diluted loss per share because their effect is anti-dilutive.

Stock-based Compensation

We grant both restricted stock awards and stock options to our key employees, directors and consultants. There were no grants in the three months ended September 28, 2013. For the nine months ended September 28, 2013 and the three and nine months ended September 29, 2012, the weighted average fair value of options was estimated at the date of the grant using the Black-Scholes option-pricing model. The following are the significant weighted average assumptions used for estimating the fair value under our stock option plans:

 

     Three months ended      Nine months ended  
     September 28,
2013
     September 29,
2012
     September 28,
2013
    September 29,
2012
 

Expected life in years

     —           —           4.0        4.0   

Risk free interest rate

     —           —           0.6     0.6

Expected volatility

     —           —           93.3     100

Dividend yield

     —           —           0     0

The stock-based compensation expense for our restricted stock awards is measured at fair value on the date of grant based on the number of shares expected to vest and the quoted market price of our common stock. The expected life was based on the contractual term of the options and expected employee exercise behavior. Typically, options to our employees have a 2 to 4 year vesting term and a 10 year contractual term. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected option life assumed at the grant date. The future volatility is based on our 4 year historical volatility. We used an expected dividend yield of 0% because we have never paid a dividend and do not anticipate paying dividends. We assumed a 10% forfeiture rate through 2012 and a 15% forfeiture rate in the period ending September 28, 2013 based on our historical stock option cancellation rates over the last 4 years.

The following table presents details of total stock-based compensation expense that is included in each functional line item on our condensed consolidated statements of operations:

 

     Three months ended      Nine months ended  
     September 28,
2013
     September 29,
2012
     September 28,
2013
     September 29,
2012
 

Cost of revenue

   $ —         $ 2,000       $ 1,000       $ 10,000   

Research and development

     44,000         77,000         144,000         255,000   

Selling, general and administrative

     78,000         147,000         273,000         520,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation expense

   $ 122,000       $ 226,000       $ 418,000       $ 785,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant estimates in the preparation of the condensed consolidated financial statements relate to the assessment of the carrying amount of accounts receivable, inventory, fixed assets, intangibles, financial instruments, estimated provisions for warranty costs, contract revenues, income taxes and disclosures related to litigation. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements.

Fair Value of Financial Instruments

We have estimated the fair value amounts of our financial instruments using the available market information and valuation methodologies considered appropriate. We determined the book value of our cash and cash equivalents, accounts receivable, inventory, prepaid expenses and other current assets, and other current liabilities as of September 28, 2013 approximate fair value.

The fair value of our warrant derivative liability was estimated using the Binomial Lattice option valuation model.

Fair value for financial reporting is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820, “Fair Value Measurement and Disclosures,” also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1—quoted prices in active markets for identical assets or liabilities

Level 2—quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3—inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The fair value of our warrant liabilities was determined based on Level 3 inputs. These derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as Adjustments to Fair Value of Derivatives. See Note 3 – Warrants.

Comprehensive Income

We have no items of other comprehensive income in any period and consequently have not included a Statement of Comprehensive Income.

Segment Information

We operate in a single business segment, the research, development, manufacture and marketing of high performance products used in cellular base stations to maximize the performance of wireless telecommunications networks by improving the quality of uplink signals from mobile wireless devices. We currently derive net commercial product revenues primarily from the sales of our SuperLink, AmpLink and SuperPlex products. We currently sell most of our products directly to wireless network operators in the United States. Net revenues derived principally from government research and development contracts are, and have historically been, presented separately on the condensed consolidated statement of operations for all periods presented.

Certain Risks and Uncertainties

Our long-term prospects are dependent upon the successful commercialization and market acceptance or our “2G” HTS products.

We currently sell most of our products directly to wireless network operators in the United States and our product sales have historically been concentrated in a small number of customers. At September 28, 2013, we had two customers that represented 62% and 36% of total net revenues and 98% of accounts receivable. In the same period in 2012, these two customers represented 40% and 39% of total net revenues and 76% of accounts receivable. The loss of or reduction in sales, or the inability to collect outstanding accounts receivable, from any of these customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We currently rely on a limited number of suppliers for key components of our products. The loss of any of these suppliers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In connection with the sales of our commercial products, we indemnify, without limit or term, our customers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under our indemnity obligations because of the uncertainty as to whether a claim might arise and how much it might total.

 

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3. Stockholders’ Equity

The following is a summary of stockholders’ equity transactions for the nine months ended September 28, 2013:

 

     Convertible
Preferred Stock
    Common Stock      Capital in
Excess of

Par Value
     Accumulated
Deficit
    Total  
     Shares     Amount     Shares     Amount          

Balance at December 31, 2012

     564,642      $ 1,000        4,193,690      $ 4,000       $ 272,231,000       $ (261,944,000   $ 10,292,000   

Issuance of common stock net of offering cost

         7,189,503        8,000         8,687,000           8,695,000   

Conversion of preferred stock to common stock

     (235,717     (1,000     196,422                (1,000

Cancellation of shares from reverse stock split

         (2,865          

Stock-based compensation

         23,200           418,000           418,000   

Net loss

                 (8,298,000     (8,298,000
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance at September 28, 2013

     328,925      $ —          11,599,950      $ 12,000       $ 281,336,000       $ (270,242,000   $ 11,106,000   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Equity Offerings

On August 9, 2013, we consummated an underwritten public offering (Registration No. 333-189006) of units of our common stock and warrants for gross proceeds of $12 million, and net proceeds to us of approximately $10.9 million after deducting underwriting discounts and commissions and offering expenses. In the offering, a total of 5,721,675 shares of common stock were issued, plus an additional 954,001 shares subject to pre-funded warrants with an exercise price of $0.01 per pre-funded warrant. In addition, a total of 6,675,676 five year warrants and 3,337,838 two year warrants were issued, each with an exercise price of $2.57. The units consisted of either (at the option of the investors): (i) one share of common stock, one five year warrant and one two year warrant sold at a price to the public of $1.799, or (ii) (for those investors whose acquisition of our common stock through purchase of new units would cause them to own more than 9.9% of our outstanding common stock), a unit which consisted of one pre-funded warrant (in lieu of the share of common stock), one five year warrant and one two year warrant. Because the pre-funded warrants had an exercise price of $0.01 per share, the price for a unit having a pre-funded warrant was one penny less, or $1.789 per unit. All of the pre-funded warrants have been exercised. Additionally, the underwriter of this offering received 117,670 warrants, each with an exercise price of $2.25, and exercisable for a period of three years commencing August 5, 2013. These warrants to our underwriter may not be exercised for a period of 180 days following August 5, 2013.

In a registered direct offering completed April 26, 2013 we raised proceeds of $1.95 million, net of offering costs of $236,000, from the sale of 513,827 shares of common stock and an equal number of warrants.

We currently intend to use the net proceeds of this offering for working capital and general corporate purposes. General corporate purposes may include repayment of debt and capital expenditures. In addition, we may use a portion of any net proceeds to acquire complementary products, technologies, or businesses.

Stock Options

At September 28, 2013 we had no active equity award option plans. Under our last plan, the 2003 Equity Incentive Plan, which expired on March 19, 2013, stock awards were made to our directors, key employees, consultants, and non-employee directors and consisted of stock options, stock appreciation rights, restricted stock awards, performance awards, and performance share awards. Stock options were granted at prices no less than the market value on the date of grant. There were no stock option exercises during the three or nine months ended September 28, 2013 or during the three or nine months ended September 29, 2012.

The impact to the condensed consolidated statements of operations was $82,000 and $243,000 and $0.01 and $0.04 on basic and diluted earnings per share for the three and nine months ended September 28, 2013, respectively, compared to $83,000 and $325,000 and $0.03 and $0.10 on basic and diluted earnings per share for the three and nine months ended September 29, 2012, respectively. No stock compensation cost was capitalized during either period. The total compensation cost related to nonvested awards not yet recognized was $447,000 and the weighted-average period over which the cost is expected to be recognized was one year at September 28, 2013.

The following is a summary of stock option transactions under our stock option plans at September 28, 2013:

 

     Number of
Shares
    Price Per Share      Weighted
Average
Exercise
Price
     Number of
Options
Exercisable
     Weighted
Average
Exercise
Price
 

Balance at December 31, 2012

     105,383        $8.16 - $894.00       $ 46.08         74,706       $ 56.52   

Granted

     33,333        2.52         2.52      

Exercised

     —             

Canceled

     (3,550     19.44 - 796.80         92.96      
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Balance at September 28, 2013

     135,166        $2.52 - $894.00       $ 34.08         94,657       $ 46.32   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

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The outstanding options expire on various dates through June 2022. The weighted-average contractual term of options outstanding is 6.4 years and the weighted-average contractual term of stock options currently exercisable is 5.2 years. The exercise prices for these options range from $2.52 to $894 per share, for an aggregate exercise price of approximately $4.6 million. At September 28, 2013, no outstanding options had an exercise price less than the current market value.

Restricted Stock Awards

The grant date fair value of each share of our restricted stock awards is equal to the fair value of our common stock at the grant date. Shares of restricted stock under awards all have service conditions and vest over one to four years. Some of our grants also have performance conditions. The following is a summary of our restricted stock award transactions at September 28, 2013:

 

     Number of
Shares
    Weighted
Average Grant
Date Fair Value
 

Balance nonvested at December 31, 2012

     37,190      $ 18.00   

Granted

     29,167        2.52   

Vested

     (23,058     20.03   

Forfeited

     (5,967     16.27   
  

 

 

   

 

 

 

Balance nonvested at September 28, 2013

     37,332      $ 5.05   
  

 

 

   

 

 

 

For the majority of restricted stock awards granted, the number of shares issued on the date the restricted stock awards vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. During the three and nine months ended September 29, 2012, we withheld 174 and 8,276 shares, respectively, to satisfy $1,000 and $135,000 of employees’ tax obligations. There was no such withholding in the three and nine months ended September 28, 2013.

The impact to the condensed consolidated statements of operations was $40,000 and $175,000 and less than $0.01 and $0.03 on basic and diluted earnings per share for the three and nine months ended September 28, 2013 respectively, and $143,000 and $460,000 and $0.04 and $0.14 on basic and diluted earnings per share for the three and nine months ended September 29, 2012 respectively. No stock compensation cost was capitalized during the period. The total compensation cost related to nonvested awards not yet recognized was $115,000, and the weighted-average period over which the cost is expected to be recognized was 7 months.

Warrants

The following is a summary of outstanding warrants at September 28, 2013:

 

     Common Shares  
     Total      Currently
Exercisable
     Price per
Share
     Expiration Date  

(1) Warrants related to February 2012 financing

     419,451         419,451       $ 16.20         February 22, 2017   

(2) Warrants related to November 2012 financing

     8,333         —           4.50         November 26, 2015   

(3) Warrants related to December 2012 financing

     15,625         —           4.50         December 18, 2015   

(4) Warrants related to April 2013 financing

     256,914         —           5.45         April 26, 2015   

(5) Warrants related to April 2013 financing

     256,913         —           5.45         April 26, 2019   

(6) Warrants related to August 2013 financing

     117,670         —           2.25         August 5, 2016   

(7) Warrants related to August 2013 financing

     6,675,676         6,675,676         2.57         August 9, 2018   

(8) Warrants related to August 2013 financing

     3,337,838         3,337,838         2.57         August 9, 2015   

Warrants (1)-(6) are exercisable by paying cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise for unregistered shares of common stock. The exercise price of the warrants is subject to standard antidilutive provision adjustment in the case of stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations,

 

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reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders. The exercise price of the warrants is not subject to “price-based” anti-dilution adjustment. We have determined that these warrants related to issuance of common stock are subject to equity treatment because the warrant holder has no right to demand cash settlement and there are no unusual anti-dilution rights.

We have determined that warrants (7) and (8) are not considered indexed to our common shares under ASC 815-40, and require separate accounting as derivative instruments with changes in fair value recognized in earnings each period. The warrants contain a provision whereby the warrant exercise price would be decreased in the event that future common stock issuances are made at a price less than the then exercise price. Further, in the event of a Fundamental Transaction, as defined, any (7) and (8) outstanding warrants would be subject to redemption. Due to the potential variability of their exercise price, these warrants do not qualify for equity treatment, and therefore are recognized as a liability. The warrant liability is adjusted to fair value each reporting period, and any change in value is recognized in the statement of operations as adjustments to Fair Value of Warrant derivatives. The fair value of our warrant liabilities was determined based on Level 3 inputs. See Note 2, Fair Value of Financial Instruments. Their initial August 9, 2013 valuation was determined using the binomial lattice valuation model, including an equal probabilities tree and early exercise factor of 30%, the significant weighted average assumptions for estimating the fair value of these warrants were, respectively, as follows: expected life of five years and two years; risk free interest rates of 1.36% and 0.32%; expected volatility of 111% and 116% and; dividend yield of 0% and 0%. The initial fair value at August 9, 2013 was estimated to be slightly less than $4.2 million.

Using the binomial lattice valuation model, including an equal probabilities tree and early exercise factor of 30%, the significant weighted average assumptions for estimating the fair value of these warrants at September 28, 2013 were, respectively, as follows: expected life of slightly less than five years and slightly less than two years; risk free interest rates of 1.43% and 0.34%; expected volatility of 106% and 118% and; dividend yield of 0% and 0%., and the September 28, 2013 fair value of these warrants was estimated to be slightly more than $4.2 million. The fair value change in the current period was $85,102.

4. Earnings Per Share

Basic and diluted earnings (loss) per share is based on the weighted-average number of common shares outstanding.

Since their impact would be anti-dilutive, our loss per common share does not include the effect of the assumed exercise or vesting of the following shares:

 

     September 28,
2013
     September 29,
2012
 

Outstanding stock options

     135,166         108,188   

Unvested restricted stock awards

     37,332         38,023   

Outstanding warrants

     11,088,420         419,451   
  

 

 

    

 

 

 

Total

     11,260,918         565,662   
  

 

 

    

 

 

 

Also, the preferred stock which is convertible into 274,102 shares of common stock was not included since its impact would be anti-dilutive.

5. Commitments and Contingencies

Operating Leases

We lease our offices and production facilities under non-cancelable operating leases in Santa Barbara, CA and Austin, TX that expire in November 2016 and March 2017, respectively. The leases contain minimum rent escalation clauses that require additional rental amounts after the first year. Rent expense for these leases with minimum annual rent escalation is recognized on a straight line basis over the minimum lease term. These leases also require us to pay utilities, insurance, taxes and other operating expenses and contain one five-year renewal option. The January 1, 2012 partial sublease of our Santa Barbara facility has offset some of these expenses.

For the three and nine months ended September 28, 2013 rent expense was $213,000 and $659,000, respectively, and for the three and nine months ended September 29, 2012 rent expense was $222,000 and $731,000, respectively.

Patents and Licenses

We have entered into various licensing agreements requiring royalty payments ranging from 0.13% to 2.5% of specified product sales. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. In the event that we fail to pay minimum annual royalties, these licenses may automatically become non-exclusive or be terminated. These royalty obligations terminate at various times from 2013 to 2020. Royalty expense totaled $6,000 and

 

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$19,000 in the third quarter and year to date in 2013, respectively, compared to $6,000 and $16,000 in the same periods in 2012, respectively. Under the terms of certain royalty agreements, royalty payments made may be subject to audit. There have been no audits to date and we do not expect future audit adjustments to be significant.

The minimum lease payments under operating leases and license obligations are as follows:

 

Years ending December 31,

   Licenses      Operating Leases  

Remainder of 2013

   $ —         $ 415,000   

2014

     30,000         1,698,000   

2015

     45,000         1,750,000   

2016

     45,000         1,680,000   

2017

     45,000         87,000   

Thereafter

     45,000         —     
  

 

 

    

 

 

 

Total payments

   $ 210,000       $ 5,630,000   
  

 

 

    

 

 

 

6. Contractual Guarantees and Indemnities

During our normal course of business, we make certain contractual guarantees and indemnities pursuant to which we may be required to make future payments under specific circumstances. We have not recorded any liability for these contractual guarantees and indemnities in the accompanying condensed consolidated financial statements.

Warranties

We establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. Our warranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including historical warranty return rates and expenses over various warranty periods.

Intellectual Property Indemnities

We indemnify certain customers and our contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities appear in development and supply agreements with our customers as well as manufacturing service agreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications.

Director and Officer Indemnities and Contractual Guarantees

We have entered into indemnification agreements with our directors and executive officers which require us to indemnify such individuals to the fullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnities may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such director and officer indemnities have not had a material negative effect on our business, financial condition or results of operations.

We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with us.

General Contractual Indemnities/Products Liability

During the normal course of business, we enter into contracts with customers where we agree to indemnify the other party for personal injury or property damage caused by our products. Our indemnification obligations under such agreements are not generally limited in amount or duration. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such indemnities have not had a material negative effect on our business, financial condition or results of operations. We maintain general and product liability insurance as well as errors and omissions insurance which may provide a source of recovery to us in the event of an indemnification claim.

 

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7. Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities

Balance Sheet Data:

 

     September 28, 2013     December 31, 2012  

Accounts receivable:

    

Accounts receivable-trade

   $ 129,000      $ 57,000   

U.S. government accounts receivable-billed

     —          67,000   

Less: allowance for doubtful accounts

     (2,000     (2,000
  

 

 

   

 

 

 
   $ 127,000      $ 122,000   
  

 

 

   

 

 

 
     September 28, 2013     December 31, 2012  

Inventories:

    

Raw materials

   $ 771,000      $ 1,031,000   

Provision for raw materials

     (728,000     (1,031,000

Work-in-process

     54,000        335,000   

Provision for work-in process

     (48,000     (314,000

Finished goods

     237,000        676,000   

Provision for finished goods

     (194,000     (646,000
  

 

 

   

 

 

 
   $ 92,000      $ 51,000   
  

 

 

   

 

 

 
     September 28, 2013     December 31, 2012  

Property and Equipment:

    

Equipment

   $ 17,978,000      $ 18,625,000   

Leasehold improvements

     7,397,000        6,675,000   

Furniture and fixtures

     387,000        387,000   
  

 

 

   

 

 

 
     25,762,000        25,687,000   

Less: accumulated depreciation and amortization

     (20,209,000     (19,445,000
  

 

 

   

 

 

 
   $ 5,553,000      $ 6,242,000   
  

 

 

   

 

 

 

 

Depreciation expense amounted to $338,000 and $893,000, respectively, for the three and nine month periods ended September 28, 2013 and $52,000 and $125,000, respectively, for the three and nine month periods ended September 29, 2012.

 

     September 28, 2013     December 31, 2012  

Patents and Licenses:

    

Patents pending

   $ 429,000      $ 517,000   
  

 

 

   

 

 

 

Patents issued

     1,085,000        1,033,000   

Less accumulated amortization

     (705,000     (661,000
  

 

 

   

 

 

 

Net patents issued

     380,000        372,000   
  

 

 

   

 

 

 

Purchased technology

     —          1,706,000   

Less accumulated amortization

     —          (1,706,000
  

 

 

   

 

 

 

Net purchased technology

     —          —     
  

 

 

   

 

 

 
   $ 809,000      $ 889,000   
  

 

 

   

 

 

 

Amortization expense related to these items totaled $17,000 and $51,000, respectively, for the three and nine month periods ended September 28, 2013 and $22,000 and $79,000, respectively, for the three and nine month periods ended September 29, 2012. Amortization expenses are expected to total $17,000 for the remainder of 2013 and $66,000 in each of 2014 and 2015.

 

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     September 28, 2013     December 31, 2012  

Accrued Expenses and Other Long Term Liabilities:

    

Salaries payable

   $ 125,000      $ 81,000   

Compensated absences

     226,000        215,000   

Compensation related

     43,000        47,000   

Warranty reserve

     205,000        227,000   

Deferred rent

     452,000        470,000   

Fair value of warrant derivatives

     4,241,000        —     

Other

     295,000        94,000   
  

 

 

   

 

 

 
     5,587,000        1,134,000   

Less current portion

     (807,000     (460,000
  

 

 

   

 

 

 

Long term portion

   $ 4,780,000      $ 674,000   
  

 

 

   

 

 

 
     For the nine months ended,  
     September 28, 2013     September 29, 2012  

Warranty Reserve Activity:

    

Beginning balance

   $ 227,000      $ 225,000   

Additions

     19,000        21,000   

Deductions

     (41,000     (64,000
  

 

 

   

 

 

 

Ending balance

   $ 205,000      $ 182,000   
  

 

 

   

 

 

 

 

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

General

We are a leading company in developing and commercializing high temperature superconductor (“HTS”) materials and related technologies. Superconductivity is the unique ability to conduct various signals or energy (e.g., electrical current or radio frequency (“RF”) signals) with little or no resistance when cooled to “critical” temperatures. HTS materials are a family of elements that demonstrate superconducting properties at temperatures significantly warmer than previous superconducting materials. Electric currents that flow through conventional conductors encounter resistance that requires power to overcome and generates heat. HTS materials can substantially improve the performance characteristics of electrical systems, reducing power loss, lowering heat generation, and decreasing electrical noise.

Commercialization

Our development efforts over the last 25 years have yielded an extensive patent portfolio as well as critical trade secrets, unpatented technology and proprietary knowledge. We have commercialized wireless products using our proprietary technology and are currently focusing our efforts on commercializing this technology in superconducting power applications, RF filters and cryocoolers.

 

    Wireless Networks. Our current commercial products help maximize the performance of wireless telecommunications networks by improving the quality of uplink signals from mobile wireless devices. Our products increase capacity utilization, lower dropped and blocked calls, extend coverage, and enable higher wireless data throughput — all while reducing capital and operating costs for the carrier.

 

    Superconducting Power Applications. We are adapting our unique HTS materials deposition techniques to deliver energy efficient, cost-effective and high performance 2G HTS wire technology for next generation power applications. We have identified several large initial target markets for our 2G HTS wire including energy (wind turbines, smart grid) and industrial (motors, generators) applications. To accelerate development and manufacturing processes for our 2G HTS wire, we are partnering with HTS industry leaders and the United States National Labs. In July 2011, we renewed our three year Cooperative Research and Development Agreement with Los Alamos National Laboratory. These technological interchanges will help us meet the technical challenges and performance metrics for both high performance and cost effective 2G HTS wire.

 

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    RF Filters. Our RF filter structures resemble a circuit on a semiconductor using a circuit that is etched into HTS materials that are deposited on a wafer. Our unique and innovative circuits allow us to utilize the characteristics of the HTS materials for this application, and we have developed unique tuning methods that allow us to produce a frequency specific filter. We are also leveraging our unique technology to design advanced reconfigurable filters, which have the potential to drastically reduce the size and cost of mobile devices.

 

    Cryocoolers. We developed a unique cryocooler that can efficiently and reliably cool HTS circuits to the critical temperature (77 degrees Kelvin), and as a result, our wireless products are maintenance free and reliable enough to be deployed for many years.

Our development efforts can take a significant number of years to commercialize, and we must overcome significant technical barriers and deal with other significant risks.

Our Wireless Business

Our current revenue comes from the sale of high performance infrastructure products for wireless communication applications. We have three current product lines all of which relate to wireless base stations:

 

    SuperLink®, a highly compact and reliable receiver front-end HTS wireless filter system to eliminate out-of-band interference for wireless base stations, combining filters with a proprietary cryogenic cooler and a cooled low-noise amplifier;

 

    AmpLink®, a ground-mounted unit for wireless base stations that includes a high-performance amplifier and up to nine dual duplexers; and

 

    SuperPlex, a high-performance multiplexer that provides extremely low insertion loss and excellent cross-band isolation designed to eliminate the need for additional base station antennas and reduce infrastructure costs.

We sell most of our current commercial products to a small number of wireless carriers in the United States, including AT&T and Verizon Wireless. Verizon Wireless and AT&T each accounted for more than 10% of our commercial revenues in each of the last three years. Demand for wireless communications equipment fluctuates dramatically and unpredictably and recently has been trending downward. The wireless communications infrastructure equipment market is extremely competitive and is characterized by rapid technological change, new product development, product obsolescence, evolving industry standards and price erosion over the life of a product. We expect these trends to continue and they may cause significant fluctuations in our quarterly and annual revenues.

Our Strategic Initiatives

In addition to our ongoing sale of products for wireless applications described above, we have created several unique capabilities and an HTS manufacturing system related to a new HTS wire platform, RF filters and cryocoolers that we are seeking to commercially deploy by leveraging our leadership in superconducting technologies, extensive intellectual property, and HTS manufacturing expertise.

HTS Wire Platform

Our 2G HTS wire product development is focused on large markets where the advantages of HTS wire are recognized by the industry. Our initial product roadmap targets three important applications: superconducting high power transmission cable, superconducting fault current limiters (SFCL) and superconducting rotating machines such as motors and generators.

Superconducting High Power Transmission Cable:

Superconducting high power transmission and distribution cable transmit 5 to 10 times the electrical current of traditional copper or aluminum cables with significantly improved efficiency. HTS power cable systems consist of the cable, which is comprised of hundreds of strands of HTS wire wrapped around a copper core, and the cryogenic cooling system to maintain proper operating conditions. HTS superconducting cables offer solutions for utilities facing challenges that include: substation footprint availability, lack of available rights of way, and high load connections between substations. HTS power cables are particularly suited to high load areas such as the dense urban business districts of large cities, where purchases of easements and construction costs for traditional low capacity cables may be cost prohibitive.

Superconducting Fault Current Limiter (SFCL):

With power demand on the rise and new power generation sources being added, the grid has become overcrowded and vulnerable to catastrophic faults. Faults are abnormal flows of electrical current like a short circuit. As the grid is stressed, faults and power blackouts increase in frequency and severity. SFCLs act like powerful surge protectors, preventing harmful faults from taking down substation equipment by reducing the fault current to a safer level (20 – 50% reduction) so that the existing switchgear can still protect the grid. SFCLs protect against damaging fault currents and blackouts while enhancing system safety, stability, and efficiency. A critical benefit for new build outs is the improved system reliability when renewables, like solar and wind, are added. When compared to a complete substation upgrade, SFCLs are a significantly lower capital investment.

 

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Superconducting Rotating Machines - Motors and Generators:

Superconducting motors, generators, turbines and other rotating machines are expected to generate large future demand for 2G HTS wire. Coils utilizing HTS wire will enable electric motors and generators to operate at much higher power densities. When compared to a copper wire based electric machine with equivalent output power, future superconducting motors and generators will enable significant size reductions for the motors with higher efficiency. One potential application for high-powered HTS generators is expected to be 10+ megawatt offshore wind turbines. Offshore superconducting wind turbines promise to capture clean energy at a lower cost than competing renewables, while delivering power directly to growing coastal cities. Offshore superconducting wind turbines are a long-term initiative for HTS technologies. Wind energy is taking shape as a critical world resource for electric power. Today, wind energy is primarily land based. The expected future trend is to exploit a largely untapped supply of offshore wind energy. However, it will take time to build enough infrastructure for offshore wind power to significantly contribute to the power grid. Superconducting wind turbines are expected to play a unique role offshore since conventional technology cannot achieve the necessary “power per tower”. The increase in power density provided by superconducting turbines significantly reduces generator weight and maximizes power per tower, turning wind power into an economically viable alternative. Size reduction translates directly to cost savings by greatly reducing the amount of magnetic steel and structural steel required. Superior 2G HTS wire power handling performance at a lower cost will enable superconducting wire to replace incumbent and competing technologies.

RF Filters

Conventional RF filters are fabricated primarily from aluminum blocks with hollow cavities, resonators, and tuning elements incorporated to make a frequency specific filter. Our filter structures resemble a circuit on a semiconductor using a circuit that is etched into HTS materials that are deposited on a wafer. Our unique and innovative circuits allow us to utilize the characteristics of the HTS materials for this application. We have also developed unique tuning methods that allow us to produce a frequency specific filter.

In July 2012, we announced that we were contributing, 14 patents regarding our innovative Reconfigurable Resonance™ (RcR) technology, experienced executive leadership and technical expertise as our minority investment in Resonant LLC. In June 2013, Resonant raised $7 million in a private placement exclusive of us, and we exchanged our minority equity interest in Resonant for a convertible note receivable. Resonant intends to commercialize RcR for the mobile communication products industry. The contributed patents do not relate to either our current wireless business nor to our 2G HTS wire initiative.

Cryocoolers

HTS circuits need to be cooled to the critical temperature that enables the superconducting properties of the materials to be utilized. To meet this need, we developed a unique cryocooler that can efficiently and reliably cool the circuit to the critical temperature (77 degrees Kelvin). As a result, our wireless products are maintenance free and reliable enough to be deployed for many years.

Results of Operations

Quarter and nine months ended September 28, 2013 compared to the quarter and nine months ended September 29, 2012

Net revenues decreased by $1.1 million or 83%, to $229,000 in the third quarter of 2013 from $1.3 million in the third quarter of 2012. Total net revenues decreased by $766,000, or 33%, to $1.6 million in the first nine months of 2013 from $2.3 million in the same period of 2012. Net revenues consist primarily of commercial product revenues and, to a lesser extent, government contract revenues.

Net commercial product revenues decreased by $1.1 million or 82%, to $229,000 in the third quarter of 2013 from $1.3 million in the third quarter of 2012. The decrease is the result of lower sales volume for our SuperLink products. For the first nine months of 2013, net commercial revenue decreased to $1.6 million from $2.2 million in the same period of 2012, a decrease of $614,000, or 28%. The decrease in the nine month period was the result of lower sales of both our SuperLink and AmpLink products. We sell our SuperLink and other performance enhancement products to large North American wireless operators. As our customers continue to invest in 4G networks, spending on 3G data networks, where our products are deployed, has become a secondary priority. This market dynamic has impacted, and we believe will continue to impact, our commercial revenue. The average sales prices for our products were unchanged. Our two largest customers accounted for 98% of our total net commercial product revenues in the first nine months of 2013 and 93% in the same period of 2012. These customers generally purchase products through non-binding commitments with minimal lead-times. We continue to experience

 

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challenges to revenue growth in the commercial wireless market. Consequently, our commercial product revenues can fluctuate dramatically from quarter to quarter based on changes in our customers’ capital spending patterns, and revenues will continue to be impacted by such challenges.

Government contract and other revenues decreased to $0 in the third quarter of 2013 from $30,000 in the third quarter of 2012. For the first nine months of 2013, there was no government contract revenue and no additional revenue is expected in the remainder of the year. We have refocused these resources to our 2G HTS wire product development. In the first nine months of 2012 government revenue was $152,000.

Cost of commercial product revenues includes all direct costs, manufacturing overhead and provision for excess and obsolete inventories. The cost of commercial product revenues decreased to $290,000 in the third quarter of 2013 compared to $1.0 million for the third quarter of 2012, a decrease of $731,000 or 72%. For the first nine months of 2013, the cost of commercial product revenues totaled $910,000 compared with $2.9 million for the first nine months of 2012, a decrease of $2.0 million, or 69%. The lower costs resulted principally from lower sales and fixed overhead cost reductions. We had an expense provision for obsolete inventories in the first nine months of 2012 of $270,000 compared to no expense provision in the first nine months of 2013.

Our cost of commercial sales includes both variable and fixed cost components. The variable component consists primarily of materials, assembly and test labor, overhead, which includes transportation costs and warranty costs. The fixed component includes equipment and facility depreciation, purchasing and procurement expenses and quality assurance costs. Given the fixed nature of such costs, the absorption of our production overhead costs into inventory decreases and the amount of production overhead variances expensed to cost of sales increases as production volumes decline since we have fewer units against which to absorb our overhead costs. Conversely, the absorption of our production overhead costs into inventory increases and the amount of production overhead variances expensed to cost of sales decreases as production volumes increase since we have more units against which to absorb our overhead costs. As a result, our gross profit margins generally decrease as revenue and production volumes decline due to lower sales volume and higher amounts of production overhead variances expensed to cost of sales; and our gross profit margins generally increase as our revenue and production volumes increase due to higher sales volume and lower amounts of production overhead variances expensed to cost of sales.

The following is an analysis of our commercial product gross gain (loss):

 

Dollars in thousands    Three Months Ended     Nine Months Ended  
     September 28,
2013
    September 29,
2012
    September 28,
2013
    September 29,
2012
 

Net commercial product sales

   $ 229        100   $ 1,301         100   $ 1,560         100   $ 2,174        100

Cost of commercial product sales

     290        127     1,021         78     910         58     2,943        135
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Gross gain (loss)

   $ (61     (27 )%    $ 280         22   $ 650         42   $ (769     (35 )% 
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

We had a gross loss of $61,000 in the third quarter of 2013 from the sale of our commercial products compared to a gross margin of $280,000 in the third quarter of 2012. We experienced a gross loss in the third quarter of 2013 as a result of our lower sales not covering our fixed overhead costs. Year to date in 2013 gross margins were positive as a result of higher sales in the first two quarters along with our wireless manufacturing overhead cost reductions. We experienced positive gross margin in the third period of 2012 as a result of these manufacturing cost reductions. Year to date 2012 cost of commercial product sales still reflected higher manufacturing overhead in the first half of 2012. We regularly review inventory quantities on hand and provide an allowance for excess and obsolete inventory based on numerous factors including sales backlog, historical inventory usage, forecasted product demand, and production requirements for the next twelve months.

There was no cost of government and other contract revenues in the third quarter of 2013 and the first nine months of 2013 compared to $18,000 in the third quarter of 2012 and $113,000 in the first nine months of 2012. We do not expect any government expense for the remainder of 2013 as we have refocused these resources away from contract revenues to our 2G HTS wire product development.

Research and development expenses relate to development of our new wire products and wire products manufacturing processes. These expenses totaled $1.9 million and $4.7 million, respectively, in the three and nine months ended September 28, 2013. These expenses included a $337,000 capital equipment obsolescence write-off. In the three and nine month period ended September 29, 2012 expenses totaled $1.3 million and $3.8 million, respectively. Our 2013 expenses were higher in the current and nine month periods compared to 2012 as a result of our increased efforts to improve the manufacturability of our new HTS wire products.

 

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Selling, general and administrative expenses totaled $1.4 million and $3.9 million, respectively, in the three and nine months ended September 28, 2013 compared to $1.2 million and $4.2 million in the three and nine months ended September 29, 2012. The increase in the third quarter of 2013 was due to higher administrative costs while the reduction for the nine month period was the result of a refund of legal expenses associated to our Resonant LLC spin-out, and from lower sales expenses.

Our loss in joint venture in Resonant LLC for the three and nine months ended September 28, 2013 was $0 and $238,000, respectively. In June 2013, we converted our equity investment in Resonant LLC into a subordinated convertible note in Resonant Inc.

Interest income for the three and nine months ended September 28, 2013 was $0 and $1,000, respectively, for the three and nine month periods of 2013, compared to $1,000 and $6,000, respectively, in the three and nine months ended September 29, 2012.

We had a net loss of $3.5 million for the quarter ended September 28, 2013, compared to a net loss of $2.3 million in the same period of 2012. For the nine months ended September 28, 2013 our loss totaled $8.3 million compared to a net loss of $8.7 million for the nine months ended September 29, 2012.

The net loss available to common stockholders totaled $0.42 per common share in the third quarter of 2013, compared to a net loss of $0.69 per common share in the same period of 2012. The net loss available to common stockholders totaled $1.48 per common share in the first nine months of 2013, compared to $2.71 per common share in the first nine months of 2012.

Liquidity and Capital Resources

Cash Flow Analysis

As of September 28, 2013, we had working capital of $9.0 million, including $10.3 million in cash and cash equivalents, compared to working capital of $3.1 million at December 31, 2012, which included $3.6 million in cash and cash equivalents. We currently invest our excess cash in short-term, investment-grade, money-market instruments with maturities of three months or less.

Cash and cash equivalents increased by $6.6 million from $3.6 million at December 31, 2012 to $10.3 million at September 28, 2013. Cash was increased by financing activities.

Cash used in operations totaled $6.0 million in the first nine months of 2013. We used $6.1 million to fund the cash portion of our net loss. We also used cash to fund a $0.3 million increase in accounts receivable, inventories, prepaid expenses and patents. Theses uses were slightly offset by an increase in accounts payable and a decrease in other assets.

Net cash used in investing activities totaled $202,000 in the first nine months of 2013. Purchases of equipment for our HTS wire initiative were $209,000 and $7,000 was provided by equipment sales. In the first nine months of 2012, we used $2.8 million to purchase property and equipment and $44,000 was provided by equipment sales.

Cash provided from financing activities totaled $12.8 million, net of expenses, in the first nine months of 2013, and was provided by the sale of 7,189,503 shares of common stock and prefunded warrants and 10,645,011 warrants. In the first nine months of 2012 common stock sales of $6.6 million were offset by $135,000 to repurchase common shares from our employees to satisfy tax withholding obligations that arose upon the vesting of restricted stock awards.

Financing Activities

We have historically financed our operations through a combination of cash on hand, cash provided from operations, equipment lease financings, available borrowings under bank lines of credit and both private and public equity offerings.

Contractual Obligations and Commercial Commitments

We have not had any material changes outside of the ordinary course of business in our contractual obligations as disclosed in our Annual Report on Form 10-K for 2012.

Capital Expenditures

We invested $209,000 of our cash to purchase fixed assets in the first nine months of 2013. At September 28, 2013, there was an additional $334,000 in accounts payable for fixed asset purchases. We plan to invest approximately $1.0 million in fixed assets during the remainder of 2013. These amounts and the $3.6 million spent in 2012, and placed into service in the first quarter of 2013, are for the purchase of equipment and facilities improvements for our HTS wire initiative. We do not plan on having any additional fixed asset expenditures in 2013 for our existing wireless business.

 

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Future Liquidity

As of September 28, 2013, we had $10.3 million in cash and cash equivalents, which are considered sufficient to fund our planned operations through at least June 2014. However, for the nine months ended September 28, 2013, we incurred a net loss of $8.3 million and had negative cash flows from operations of $6.0 million. For the year ended December 31, 2012, we incurred a net loss of $10.9 million and had negative cash flows from operations of $8.2 million.

The accompanying condensed consolidated financial statements included in this Form 10-Q have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our plans regarding improving our future liquidity will require us to successfully use our expertise and our technology to generate revenues in various ways, including commercial operations, joint ventures and licenses. We have invested and will continue to invest significant capital in our Austin, Texas manufacturing facility to enable us to produce our HTS wire products. However, delays in the timing of our ability to, including but not limited to, raise additional capital, unexpected production delays, and our ability to sell our HTS wire products in large scale could substantially impact our estimates used in the determination of expected future cash flows and/or expected future profitability, if any at all.

To date, we have financed our operations through the proceeds of various convertible debt and equity financings. In connection with our business plan, we anticipate additional increases in operating expenses and capital expenditures as discussed above. We intend to finance these expenses with current cash and further issuances of debt and equity securities. Thereafter, we expect we will need to raise additional capital and generate revenues to meet short-term and long-term operating requirements. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be made available in the form of equity and/or debt financing and/or additional short-term borrowing. As such, these factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our independent registered public accounting firm has also included in their audit reports for 2012 and 2011 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

Net Operating Loss Carryforward

As of December 31, 2012, we had net operating loss carryforwards for federal and state income tax purposes of approximately $311.9 million and $192.1 million, respectively, which expire in the years 2013 through 2032. However, during 2012, we concluded that under the Internal Revenue Code change of control limitations, a maximum of $105.7 million and $80.9 million, respectively, would be available for reduction of taxable income and reduced both the deferred tax asset and valuation allowance accordingly. Due to the uncertainty surrounding their realization, we recorded a full valuation allowance against our net deferred tax assets. Accordingly, no deferred tax asset has been recorded in the accompanying condensed consolidated balance sheets.

Critical Accounting Policies and Estimates

Our discussion and analysis of our historical financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements in conformity with those principles requires us to make estimates of certain items and judgments as to certain future events including, for example, those related to bad debts, inventories, valuation of warrant derivatives, recovery of long-lived assets (including intangible assets), income taxes, warranty obligations, and contingencies. These determinations, even though inherently subjective and subject to change, affect the reported amounts of our assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. While we believe that our estimates are based on reasonable assumptions and judgments at the time they are made, some of our assumptions, estimates and judgments will inevitably prove to be incorrect. As a result, actual outcomes will likely differ from our accruals, and those differences—positive or negative—could be material. Some of our accruals are subject to adjustment, as we believe appropriate, based on revised estimates and reconciliation to the actual results when available.

In addition, we identified certain critical accounting policies which affect certain of our more significant estimates and assumptions used in preparing our consolidated financial statements in our Annual Report on Form 10-K for 2012. We have not made any material changes to these policies.

Backlog

Our commercial backlog consists of accepted product purchase orders with scheduled delivery dates during the next twelve months. We had commercial backlog of $33,000 at September 28, 2013, compared to $313,000 at December 31, 2012.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not believe that there was a material change in our exposure to market risk at September 28, 2013 compared with our market risk exposure on December 31, 2012. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk” in our Annual Report on Form 10-K for 2012.

 

Item 4. Controls and Procedures.

We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). As of the end of the period covered by this report we carried out an evaluation under the supervision and with the participation of our management, including the our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

 

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There were no changes in our internal controls over financial reporting during the quarter ended September 28, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We do not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

PART II

OTHER INFORMATION

 

Item 1. Legal Proceedings.

From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. Excluding ordinary, routine litigation incidental to our business, we are not currently a party to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition or results of operation or cash flow.

 

Item 1A. Risk Factors.

A description of the risk factors associated with our business is contained in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K and the 10-K/A for 2012 filed with the Securities and Exchange Commission on March 8, and April 4, 2013 respectively. We are not aware of any material changes to those risk factors.

 

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

None.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. Mine Safety Disclosures.

None.

 

Item 5. Other Information.

None.

 

Item 6. Exhibits.

 

Number

  

Description of Document

31.1    Statement of CEO Pursuant to 302 of the Sarbanes-Oxley Act of 2002*
31.2    Statement of CFO Pursuant to 302 of the Sarbanes-Oxley Act of 2002*
32.1    Statement of CEO Pursuant to 906 of the Sarbanes-Oxley Act of 2002*
32.2    Statement of CFO Pursuant to 906 of the Sarbanes-Oxley Act of 2002*
101.INS    XBRL Instance Document*
101.SCH    XBRL Taxonomy Extension Schema Document*
101.CAL    XBRL Calculation Linkbase Document*
101.LAB    XBRL Label Linkbase Document*
101.PRE    XBRL Taxonomy Presentation Linkbase Document*
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document*

 

* Filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

 

    SUPERCONDUCTOR TECHNOLOGIES INC.
Dated: November 12, 2013    

/s/ William J. Buchanan

    William J. Buchanan
    Chief Financial Officer
   

/s/ Jeffrey A. Quiram

    Jeffrey A. Quiram
    President and Chief Executive Officer

 

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