UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 2006
Commission File Number: 0-31641
SUPERCONDUCTIVE COMPONENTS, INC.
(Name of small business issuer in its charter)
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Ohio
(State or other jurisdiction of
incorporation or organization)
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31-1210318
(I.R.S. Employer
Identification No.)
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2839 Charter Street
Columbus, Ohio 43228
(Address of principal executive offices, including zip code)
(614) 486-0261
(Issuers telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, without par value
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(Title of Class)
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Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.
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Check 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 past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes
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No
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
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No
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Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
contained in this form, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
o
The issuers revenues for the fiscal year ended December 31, 2006, were $8,045,792.
The aggregate market value of the Registrants common equity held by non-affiliates of the
Registrant was approximately $10,432,375 on March 2, 2007
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There were 3,440,191 shares of the Registrants Common Stock outstanding on March 2, 2007.
Transitional
Small Business Disclosure Format (check one): Yes
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No
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Documents Incorporated By Reference
Portions of our Proxy Statement for the 2007 Annual Meeting of Stockholders are incorporated
by reference in Part III.
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Page
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Part I
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Description of Business
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3
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Description of Property
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9
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Legal Proceedings
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9
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Submission of Matters to a Vote of Security Holders
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9
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Part II
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Market for Common Equity and Related Stockholder Matters
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10
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Managements Discussion and Analysis or Plan of Operation
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12
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Financial Statements
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16
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
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16
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Controls and Procedures
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Other Information
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Part III
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Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act
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Executive Compensation
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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17
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Certain Relationships and Related Transactions
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Exhibits
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18
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Principal Accountant Fees and Services
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Signatures
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EX-23
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EX-24
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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Note Regarding Forward-Looking Statements
This Annual Report on Form 10-KSB contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 26A of the Securities
Act of 1933, as amended. The words anticipate, believe, expect, estimate, and project and
similar words and expressions identify forward-looking statements, which speak only as of the date
hereof. Investors are cautioned that such statements involve risks and uncertainties that could
cause actual results to differ materially from historical or anticipated results due to many
factors, including, but not limited to, the factors discussed in Description of Business Risk
Factors. The Company undertakes no obligation to publicly update or revise any forward-looking
statements.
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Introduction
Superconductive Components, Inc. (SCI or the Company), dba SCI Engineered Materials, an
Ohio corporation, was incorporated in 1987, to develop, manufacture and market products based on or
incorporating high temperature superconductive (HTS) materials. We manufacture ceramic and metal
targets for a variety of industrial applications including: Photonics/Optical, Semiconductor, Thin
Film Batteries and, to a lesser extent HTS. Photonics/Optical currently represents our largest
market for our targets. Thin Film Battery is a developing market where manufacturers of batteries
use our targets to produce very small power supplies, with small quantities of stored energy. The
production and sale of HTS materials was the initial focus of our operations.
History of the Company
The late Dr. Edward Funk, Sc.D., and his late wife Ingeborg founded Superconductive
Components, Inc., in 1987. Dr. Funk, formerly a Professor of Metallurgy at The Ohio State
University and a successful entrepreneur, envisioned significant market potential for the newly
discovered High Temperature Superconductivity (HTS) material YBCO (T
c
of 90
o
K). Our first product was a 99.999% pure, co-precipitated YBCO 1-2-3 powder. Over the years we
expanded our product line by adding other High T
c
Powders, sintered shapes, single
crystal substrates, and non-superconducting sputtering targets.
SCI opened a subdivision, Target Materials Inc. (TMI), in 1991 to supply the increasing
worldwide demand for sputtering and laser ablation targets. TMI became a full service manufacturer
of high performance thin film materials, providing a wide selection of metals, ceramics, and alloys
for sputtering targets, evaporation sources, and other PVD applications. TMI served the R&D as well
as the Industrial and Decorative Coating markets. During this time, TMI began to manufacture
targets for the Photovoltaic, Flat Panel Display, and Semiconductor industries.
In July of 2002 the two divisions, Superconductive Components Inc. and Target Materials Inc.,
were merged. The resulting company operates under the name SCI Engineered Materials. We began to
manufacture complex ceramic, metal, and alloy products for the thin film battery, photovoltaic,
media storage, flat panel display, semiconductor, electronic, and photonic industries.
In May of 2005, we received ISO 9001:2000 registration, an internationally recognized
milestone in our pursuit of quality. This registration enabled us to increase our customer base in
the Photonics/Optical market which has benefited sales since the second quarter of 2005.
Throughout our history, we have conducted funded research primarily under grants from entities
such as the Department of Energy, the National Science Foundation, NASA, and the Ohio Department of
Development. These activities are generally limited to funded research that is consistent with our
focus on commercial applications in our principal markets.
Over the past two decades, we have developed considerable expertise in the development and
ramp-up of manufacturing of novel materials, such as Bismuth Strontium Calcium Copper Oxide (a
superconductor), and battery and solar physical vapor deposition targets. Today, we serve a
diverse base of domestic and multi-national corporations, universities, and leading research
institutions. We actively seek to partner with organizations to provide solutions for difficult
material challenges.
Business
We view our business as supplying ceramic and metal materials to a variety of industrial
applications including: Photonics/Optical, Semiconductor, Thin Film Batteries and HTS.
The production and sale of HTS materials was the initial focus of our operations and these
materials continue to be part of our development efforts. We continue to work with private
companies and government agencies to develop new and improved products for future applications;
however, our principal business focus is on products positioned for commercialization.
3
Photonics/Optical currently represents the largest market for our materials. Our customers
are continually identifying new materials that improve the utility of optical coating. This
includes improvements in their ability to focus or filter light, and coatings that improve wear and
chemical attack resistance, all of which increase the potential demand for the types and amounts of
materials we sell in this market. Photonic applications continue to expand as new methods are
found to manipulate light waves to enhance the various properties of light. Currently, these
include optic devices, photonic integrated circuits, reflective coatings and solar products.
Thin Film Battery materials is a developing market where manufacturers of batteries use our
targets, especially lithium orthophosphate and lithium cobalt oxide as key elements to produce
power supplies with small quantities of stored energy. A typical Thin Film Battery would be
produced via Physical Vapor Deposition (PVD) with five or more thin layers. These batteries are
often one centimeter square but only 15 microns thick. Potential applications for these batteries
include, but are not limited to, active RFID tags, battery on chip, portable electronics, and
medical implant devices.
We achieved ISO 9001:2000 certification during 2005. This immediately resulted in the return
of a major customer and the addition of another major customer which helped to increase our sales
in the second half of 2005 and through out 2006.
We had total annual revenues of $8,045,792, $3,457,182, and $2,172,864 in the years ended
December 31, 2006, 2005, and 2004, respectively.
Principal suppliers in 2006 were Polema S.A., Engelhard Corporation and Johnson Matthey. In
every case, we believe that suitable alternate vendors can be used to ensure availability of
required materials. As volume grows, we may enter into alliances or purchasing contracts with
these or other vendors.
Our largest customer represented over 60% of total revenues in 2006. We had contract research
revenue of $42,092 and $289,439, representing 0.5% and 8.4%, for the years ending December 31, 2006
and 2005, respectively.
Marketing and Sales
We use various distribution channels to reach end user markets, including direct sales by our
sales persons, independent manufacturers representatives in the United States, and independent
distributors for international markets. The Internet provides tremendous reach for new customers
to be able to identify us as a source of their product needs. We have an operating website
www.sciengineeredmaterials.com, which we upgraded in 2006 to include expanded online product
inquiry capabilities and additional product information. In 2006, we added a marketing manager to
further drive our sales efforts, especially in the Semiconductor market.
Ceramics
We are capable of producing ceramic powders via several different processing techniques
including solid state, precipitation and combustion synthesis. Ceramic targets can also be
produced in a variety of ways depending on the end user applications. Production techniques
include sintering, cold isostatic pressing and hot pressing.
Most of our products are manufactured from component chemicals and metals supplied by various
vendors. If we suddenly lost the services of a supplier, there could be a disruption in its
manufacturing process until the supplier was replaced. We have identified several firms as
potential back-up suppliers who would be capable of supplying these materials to us as necessary.
To date, we have not experienced an interruption of raw material supplies.
Metals
In addition to the ceramic targets previously mentioned, we produce metal sputtering targets
and backing plates. The targets are bonded to the backing plates for application in the PVD
industry. These targets can be produced by casting, hot pressing and machining of metals and metal
alloys depending on the application.
Applications for metal targets are highly varied from applying decorative coatings for end
uses such as sink faucets to the production of various electronic, photonic and semiconductor
products.
We purchase various metals of reasonably high purity (often above 99.9%) for our applications.
We are not dependent on a single source for these metals and do not believe losing a vendor would
materially affect our business.
4
We have continually added production processes and testing equipment for the many product
compositions that can be used as PVD materials.
Competition
We have a number of domestic and international competitors in both the ceramic and metal
fields, many of whom have resources far in excess of our resources. Williams Advanced Materials
provides both powders and thin film deposition products. Kurt Lesker is another supplier of
ceramic targets and Dowa Chemicals of Japan supplies HTS materials. Tosoh, Williams Advanced
Materials, Kurt Lesker and Plasmaterials are competing suppliers in regard to metal targets.
Research and Development
We are developing sputtering targets for semiconductor applications which could be used to
produce high K dielectric films via PVD processing. We focus our research and development efforts
in areas that build on our expertise in multi-component ceramic oxides.
Contract research revenues were $42,092 during 2006, compared to $289,439 for 2005
.
The decrease was due to the completion of work performed on a Phase II Small Business
Innovation Research grant for $523,612 from the United States Department of Energy that was awarded
in 2003. This award was to develop an advanced method to manufacture continuous reacted lengths of
High Tc Superconductor: Bismuth Strontium Calcium Copper Oxide 2212 Wire. The work on this
contract was completed in 2005. Revenues of $0 and $231,738 from this grant were included in 2006
and 2005, respectively.
We received notification in 2005 from the United States Department of Energy of a Notice of
Financial Assistance Award in the amount of $99,793. This award provided support for Phase I of an
SBIR entitled Feasibility of Cost Effective, Long Length, BSCCO 2212 Round Wires, for Very High
Field Magnets Beyond 12 Tesla at 4.2 Kelvin. The work on the contract has been completed.
Revenues of $42,092 and $57,701 were recognized in 2006 and 2005, respectively.
We intend to continue to seek funded research opportunities that maintain and expand technical
understanding within our company.
We have certain proprietary knowledge and trade secrets related to the manufacture of ceramic
oxide PVD materials and patents covering some HTS products.
New Product Initiatives
During 2006, we began work to develop transparent conductive oxide materials for the fast
growing Photovoltaic (PV or Solar Cell) market. Three materials were identified for development.
One of these three materials was being tested in a prototype application in 2006.
We have undertaken research and development opportunities with respect to new and innovative
materials and processes to be used in connection with the production of Thin Film Batteries.
Presently, there are approximately five manufacturers of Thin Film Batteries in the country, each
in various stages of development from prototype to small scale production. In addition there are
several firms and research institutes conducting tests on Thin Film Batteries. We believe this
market may potentially become very large with significant growth expected during the next two
years. There are numerous applications for Thin Film Batteries, including, but not limited to,
active RFID tags, battery on chip, portable electronics, and medical implant devices. Given the
many potential uses for Thin Film Batteries, we anticipate that the market for materials it
produces will grow in direct correlation to the Thin Film Battery market itself.
We currently face competition from other producers of materials used in connection with the
manufacture of Thin Film Batteries. We believe that we have certain competitive advantages in
terms of quality, but acknowledge that we are currently at a disadvantage in terms of capital
resources. We intend to actively market our materials to Thin Film Battery producers in the
upcoming year in order maintain our strong presence in this market.
Currently, SCI is the leading supplier of targets to this market.
At present, we have several customers for the materials we produce for Thin Film Batteries.
Since we have begun producing materials for the Thin Film Battery market, we have experienced no
problems securing the supplies
5
needed to produce the materials. We do not anticipate supply problems in the near future.
However, changes in production methods and advancing technologies could render our current products
obsolete and the new production protocols may require supplies that are less available in the
marketplace, which may cause a slowing or complete halt to production as well as expanding costs
which we may or may not be able to pass on to our customers.
In October of 2003, we were awarded a $1.2 million grant from the State of Ohios Third
Frontier Action Fund. We have teamed with Lithchem Inc. to produce raw materials for the Lithium
Thin Film Battery sputtering target manufacturing process. The funds were used to procure capital
equipment required to commercialize the manufacturing process for target manufacturing. In
addition, three manufacturers of Lithium Thin Film Batteries have agreed to participate in the
program and will provide testing and manufacturing qualification evaluations of targets produced
using the commercial scale processes developed during the grant period. The term of the grant was
two years. An extension has been approved and the program is expected to be completed by September
30, 2007. We have received and are using equipment funded by this grant.
Intellectual Property
We have received a patent for Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a
Chemical Precipitation and Low-Pressure Calcination method from the United States Patent and
Trademark Office. We also have received a patent for a new process to join two individual strongly
linked super-conductors utilizing a melt processing technique.
In the future, we may submit additional patent applications covering various applications,
which have been developed by us. Because U.S. patent applications are maintained in secret until
patents are issued, and because publications of discoveries in the scientific or patent literature
tend to lag behind actual discoveries by several months, we may not be the first creator of
inventions covered by issued patents or pending patent applications or the first to file patent
applications for such inventions. Additionally, other parties may independently develop similar
technologies, duplicate our technologies or, if patents are issued to us or rights licensed by us,
design around the patented aspects of any technologies we developed or licensed.
We rely on a combination of patent and trademark law, license agreements, internal procedures
and nondisclosure agreements to protect our intellectual property. Unfortunately, these may be
invalidated, circumvented or challenged. In addition, the laws of some foreign countries in which
our products may be produced or sold do not protect our intellectual property rights to the same
extent as the laws of the United States.
Employees
We had 21 full-time employees as of December 31, 2006. Of these employees one held a PhD in
Material Science. We have never experienced work stoppage and consider our relations with
employees to be good. The employees do not have a bargaining unit.
Environmental Matters
We handle all materials according to Federal, State and Local environmental regulations and
include Material Safety Data Sheets (MSDS) with all shipments to customers. We maintain a
collection of MSDS sheets for all raw materials used in the manufacture of products and maintenance
of equipment and insure that all personnel follow the handling instructions contained in the MSDS
for each material. We contract with a reputable fully permitted hazardous waste disposal company
to dispose of the small amount of hazardous waste materials generated.
Collections and Write-offs
We collected receivables in an average of 24 days in 2006. We have occasionally been forced
to write-off negligible amount of accounts receivable as uncollectible. We consider credit
management critical to our success.
Seasonal Trends
We have not experienced and do not expect to experience seasonal trends in future business
operations.
6
Risk Factors
We desire to take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The following factors have affected or could affect actual results
and could cause such results to differ materially from those expressed in any forward-looking
statements made. Investors should consider carefully the following risks and speculative factors
inherent in and affecting the business of SCI and an investment in the our common stock.
Historically we have experienced significant operating losses and may continue to do so in the
future.
The Company reported net income applicable to common shares of $277,083 for 2006. Our
accumulated deficit since inception in 1987 was $7,859,087 at December 31, 2006.
We have financed our historical losses primarily from additional investments and loans by our
major shareholders and private offerings of common stock and warrants to purchase common stock in
2004 and 2005. We cannot assure you, however, that we will be able to raise additional capital in
the future to fund our operations.
We have limited marketing and sales capabilities.
We hired a full time marketing manager in 2006, to expand our marketing activities, especially
in the semiconductor market. We must continue to develop appropriate marketing, sales, technical,
customer service and distribution capabilities, or enter into agreements with third parties to
provide these services to successfully market our products. A failure to develop these
capabilities or obtain third-party agreements could adversely affect us.
Our success depends on our ability to retain key management personnel.
Our success depends in large part on our ability to attract and retain highly qualified
management, administrative, manufacturing, sales, and research and development personnel. Due to
the specialized nature of our business, it may be difficult to locate and hire qualified personnel.
The loss of services of one of our executive officers or other key personnel, or our failure to
attract and retain other executive officers or key personnel could have a material adverse effect
on our business, operating results and financial condition. Although we have been successful in
planning for and retaining highly capable and qualified successor management in the past, there can
be no assurance that it will be able to do so in the future.
We may need to seek additional capital in the future, which may reduce the value of our common
stock.
We reported net income applicable to common shares of $277,083 for 2006. We incurred
substantial operating losses prior to 2006. We could be required to seek additional capital in
the future for growth and working capital purposes. There is no assurance that new capital will be
available or that it will be available on terms that will not result in substantial dilution or
reduction in value of our common stock.
Our competitors have far greater financial and other resources than we have.
The market for Physical Vapor Deposition Materials is a substantial market with significant
competition in both ceramic and metal materials. While we believe that our products enjoy certain
competitive advantages in design, function, quality, and availability, considerable competition
exists from well-established firms such as a Williams Advanced Materials, Kurt Lesker and Dowa
Chemicals of Japan, all of which have more resources than we have.
In addition, a significant portion of our business is in the very competitive market for
sputtering targets made of ceramics, metals, and alloys. We face substantial competition in this
area from companies with far greater financial and other resources than we have. We cannot provide
assurance that developments by others will not render our products or technologies obsolete or less
competitive.
Government contracts may be terminated or suspended for noncompliance or other events beyond our
control.
We have had government contracts in the past but do not currently have any government
contracts. Should we receive such contracts in the future, the government has the right to cancel
virtually all of the contracts, which are terminable at its option. While we have complied with
applicable government rules and regulations and contract provisions in the past, we could fail to
comply in the future. Noncompliance with government procurement regulations or contract provisions
could result in the termination of government contracts.
7
Inventions conceived or actually reduced to practice under a government contract generally
result in the government obtaining a royalty-free, non-exclusive license to practice the invention.
Similarly, technologies developed in whole or in part at government expense generally result in
the government obtaining unlimited rights to use, duplicate or disclose technical data produced
under the contract. These licenses and rights may result in a loss of potential revenues or the
disclosure of our proprietary information, either of which could adversely affect us.
Our revenues depend on patents and proprietary rights that may not be enforceable.
We rely on a combination of patent and trademark law, license agreements, internal procedures
and nondisclosure agreements to protect our intellectual property. These may be invalidated,
circumvented or challenged. In addition, the laws of some foreign countries in which our products
may be produced or sold do not protect our intellectual property rights to the same extent as the
laws of the United States. Our failure to protect our proprietary information could adversely
affect us.
Rights we have to patents and pending patent applications may be challenged.
We have received, from the United States Patent and Trademark Office, a patent for
Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a Chemical Precipitation and
Low-Pressure Calcination method, and have also received a patent for a process to join two
individual strongly linked super-conductors utilizing a melt processing technique. In the future,
we may submit additional patent applications covering various applications. The patent application
we filed and patent applications that we may file in the future may not result in patents being
issued, and any patents issued may not afford meaningful protection against competitors with
similar technology, and may be challenged by third parties. Because U.S. patent applications are
maintained in secret until patents are issued, and because publications of discoveries in the
scientific or patent literature tend to lag behind actual discoveries by several months, we may not
be the first creator of inventions covered by issued patents or pending patent applications or the
first to file patent applications for such inventions. Moreover, other parties may independently
develop similar technologies, duplicate our technologies or, if patents are issued to us or rights
licensed by us, design around the patented aspects of any technologies we developed or licensed. We
may have to participate in interference proceedings declared by the U.S. Patent and Trademark
Office to determine the priority of inventions, which could result in substantial costs. Litigation
may also be necessary to enforce any patents held by or issued to us or to determine the scope and
validity of others proprietary rights, which could result in substantial costs.
The rapid technological changes of our industry may adversely affect us if we do not keep pace with
advancing technology.
The Physical Vapor Deposition Market is characterized by rapidly advancing technology. Our
success depends on our ability to keep pace with advancing technology and processes and industry
standards. We have focused our development efforts on powders and sputtering targets. We intend
to continue to develop and integrate advances in the thin film coatings industry. However, our
development efforts may be rendered obsolete by research efforts and technological advances made by
others, and materials other than those we currently use may prove more advantageous.
Additional development of our products may be necessary due to uncertainty regarding development of
markets.
Some of our products are in the early stages of commercialization and we believe that it will
be several years before these products will have significant commercial end-use applications, and
that significant additional development work may be necessary to improve the commercial feasibility
and acceptance of these products. There can be no assurance that we will be able to commercialize
any of the products currently under development.
To date, there has been no widespread commercial use of High Temperature Superconductive (HTS)
products. Additionally, the market for the Thin Film Battery materials is still in its nascent
stages.
The market for our common stock is limited, and as such our shareholders may have difficulty
reselling their shares when desired or at attractive market prices.
Our stock price and our listing may make it more difficult for our shareholders to resell
shares when desired or at attractive prices. In 2001, our stock began trading on The Over the
Counter Bulletin Board (OTC Bulletin Board). Nevertheless, our common stock has continued to
trade in low volumes and at low prices. Some investors view low-priced stocks as unduly
speculative and therefore not appropriate candidates for investment. Many institutional investors
have internal policies prohibiting the purchase or maintenance of positions in low-priced stocks.
8
This has the effect of limiting the pool of potential purchases of our common stock at present
price levels. Shareholders may find greater percentage spreads between bid and asked prices, and
more difficulty in completing transactions and higher transaction costs when buying or selling our
common stock than they would if our stock were listed on a major stock exchange, such as The New
York Stock Exchange or The Nasdaq National Market.
Prior to the fourth quarter of 2006 our common stock was subject to the Securities and Exchange
Commissions penny stock regulations, which limited the liquidity of common stock held by our
shareholders
.
Based on trading prices prior to the fourth quarter of 2006, our common stock was considered a
penny stock for purposes of federal securities laws, and therefore was subject to regulations,
which affected the ability of broker-dealers to sell our securities. Broker-dealers who recommend
a penny stock to persons (other than established customers and accredited investors) must make a
special written suitability determination and receive the purchasers written agreement to a
transaction prior to sale. There can be no assurances that our common stock will not again fall
under these regulations.
If penny stock regulations apply to our common stock, it may be difficult to trade the stock
because compliance with the regulations can delay and/or preclude certain trading transactions.
Broker-dealers may be discouraged from effecting transactions in common stock because of the sales
practice and disclosure requirements for penny stock. This could adversely affect the liquidity
and/or price of our common stock, and impede the sale of the common stock in the secondary market.
Our Articles of Incorporation authorize us to issue additional shares of stock.
We are authorized to issue up to 15,000,000 shares of common stock, which may be issued by our
board of directors for such consideration, as they may consider sufficient without seeking
shareholder approval. The issuance of additional shares of common stock in the future may reduce
the proportionate ownership and voting power of current shareholders.
Our Articles of Incorporation authorize us to issue up to 260,000 shares of preferred stock.
The issuance of preferred stock in the future could create additional securities which would have
dividend and liquidation preferences prior in right to the outstanding shares of common stock.
These provisions could also impede a non-negotiated change in control.
We have not paid dividends on our common stock in the past and do not expect to do so in the
future.
We cannot assure you that our operations will result in sufficient revenues to enable us to
operate at profitable levels or to generate positive cash flow sufficient to pay dividends. We
have never paid dividends on our common shares in the past and do not expect to do so in the
foreseeable future. The Company intends to retain future earnings for use in the business.
ITEM 2. DESCRIPTION OF PROPERTY.
Our office and manufacturing facilities are located at 2839 Charter Street, Columbus, Ohio,
where we occupy approximately 32,000 square feet. We moved our operations into this facility in
2004. The lease on the property expires on August 16, 2014. We believe these facilities are in
good condition and will be adequate for our needs for the foreseeable future.
We are current on all operating lease liabilities.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
9
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market for Common Stock
Our common stock currently trades on the OTC Bulletin Board under the symbol SCCI. The
following table sets forth for the periods indicated the high and low bid quotations for our common
stock.
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High
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Low
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Fiscal 2005
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Quarter Ended March 31, 2005
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$
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2.50
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$
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1.75
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Quarter Ended June 30, 2005
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3.12
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1.75
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Quarter Ended September 30, 2005
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2.95
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2.25
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Quarter Ended December 31, 2005
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5.50
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2.25
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Fiscal 2006
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Quarter Ended March 31, 2006
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5.50
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3.50
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Quarter Ended June 30, 2006
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4.75
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3.25
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Quarter Ended September 30, 2006
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4.90
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3.00
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Quarter Ended December 31, 2006
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6.15
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3.10
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The quotations provided herein may reflect inter-dealer prices without retail mark-up,
markdown, or commissions, and may not represent actual transactions.
As discussed above, at the present time, our common stock trades on the OTC Bulletin Board.
Historically, our common stock was classified as a penny stock. Based on current trading price,
our common stock is no longer considered a penny stock for purposes of federal securities laws.
If our common stock were to once again fall under the penny stock regulations, it may be
difficult to trade the stock because compliance with the regulations can delay and/or preclude
certain trading transactions. Broker-dealers may be discouraged from effecting transactions in our
stock because of the sales practice and disclosure requirements for penny stock. This could
adversely affect the liquidity and/or price of our common stock, and impede the sale of the stock.
Holders of Record
As of December 31, 2006, there were approximately 448 holders of record of the common stock of
SCI and 3,432,915 shares outstanding. There were approximately 50 holders of Series B Preferred
and as of December 31, 2006 there were 25,185 shares outstanding.
Dividends
We have never paid cash dividends on our common stock and do not expect to pay any dividends
in the foreseeable future. We intend to retain future earnings for use in the business.
10
Equity Compensation Plan Information
The following table sets forth additional information as of December 31, 2006, concerning
shares of our common stock that may be issued upon the exercise of options and other rights under
our existing equity compensation plans and arrangements, divided between plans approved by our
shareholders and plans or arrangements not submitted to the shareholders for approval. The
information includes the number of shares covered by, and the weighted average exercise price of,
outstanding options and other rights and the number of shares remaining available for future grants
excluding the shares to be issued upon exercise of outstanding options, warrants, and other rights.
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Number of securities
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remaining available for
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Number of Securities to
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issuance under equity
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be issued upon exercise
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Weighted-average exercise
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compensation plans
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of outstanding options,
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price of outstanding
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(excluding securities
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warrants and rights
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options, warrants and rights
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reflected in column (a))
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(a)
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(b)
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(c)
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Equity
compensation plans
approved by
security holders
(1)
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590,750
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$
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2.25
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274,950
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Equity compensation
plans not approved
by security holders
(2)
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17,500
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$
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2.88
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Total
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608,250
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$
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2.27
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274,950
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(1)
Equity compensation plans approved by shareholders include our 2006 Stock Option
Plan.
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(2)
Includes 17,500 stock purchase warrants that can be acquired to purchase 17,500
shares our common stock, which were issued by us in exchange for consideration in the form of goods
and services.
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11
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Overview
Superconductive Components, Inc. (SCI or the Company), dba SCI Engineered Materials, an
Ohio corporation, was incorporated in 1987, to develop, manufacture and market products based on or
incorporating high temperature superconductive (HTS) materials. We manufacture ceramic and metal
targets for a variety of industrial applications including: Photonics/Optical, Semiconductor, Thin
Film Batteries and, to a lesser extent HTS. Photonics/Optical currently represents our largest
market for its targets. Semiconductor is the newest market we have entered. We added a full time
Marketing Manager in late 2006 to pursue opportunities in this market. Thin Film Battery is a
developing market where manufacturers of batteries use our targets to produce very small power
supplies, with small quantities of stored energy. The production and sale of HTS materials was the
initial focus of our operations and these materials continue to be a part of our development
efforts.
Executive Summary
For the year ended December 31, 2006, we had record revenues of $8,045,792, which was a 133%
increase over 2005. Revenues for the second half were substantially higher compared to the first
half of the year.
For the year ended December 31, 2006, we recorded net income applicable to common shares of
$277,083 compared to a net loss of $(358,405) for 2005. We adopted SFAS 123R effective January 1,
2006. SFAS 123R requires compensation costs related to share based payment transactions to be
recognized in the financial statements. Included in expenses for 2006 is non-cash compensation
expense to employees related to the granting of stock options. The net income applicable to common
shares would have been $287,135 in 2006 without this expense. Earnings Before Interest, Taxes,
Deprecation and Amortization (EBITDA) was $494,101 during 2006 versus $(64,936) during 2005.
Orders received in 2006 were $8,841,827, which was $5,382,744 or 155.6% more than 2005.
Results of Operations
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting
principles generally accepted in the United States requires management to make judgments,
assumptions and estimates that affect the amounts reported in the Financial Statements and
accompanying notes
.
Note 2 to the Financial Statements in the Annual Report on Form 10-KSB for the
year ended December 31, 2006 describes the significant accounting policies and methods used in the
preparation of the Financial Statements. Estimates are used for, but not limited to, the
accounting for the allowance for doubtful accounts, inventory allowances, property and equipment
depreciable lives, patents and licenses useful lives and assessing changes in which impairment of
certain long-lived assets may occur. Actual results could differ from these estimates. The
following critical accounting policies are impacted significantly by judgments, assumptions and
estimates used in the preparation of the Financial Statements. The allowance for doubtful accounts
is based on our assessment of the collectibility of specific customer accounts and the aging of the
accounts receivable. If there is a deterioration of a major customers credit worthiness or actual
defaults are higher than our historical experience, our estimates of the recoverability of amounts
due us could be adversely affected. Inventory purchases and commitments are based upon future
demand forecasts. If there is a sudden and significant decrease in demand for our products or
there is a higher risk of inventory obsolescence because of rapidly changing technology and
customer requirements, we may be required to increase our inventory allowances and our gross margin
could be adversely affected. Depreciable and useful lives estimated for property and equipment,
licenses and patents are based on initial expectations of the period of time these assets and
intangibles will provide benefit to us. Changes in circumstances related to a change in our
business, change in technology or other factors could result in these assets becoming impaired,
which could adversely affect the value of these assets.
Year 2006 As Compared to Year 2005
Revenues
Revenues increased by 132.7% in 2006 to $8,045,792 from $3,457,182 the prior year.
Product sales increased 152.7% to $8,003,700 in 2006 from $3,167,743 in 2005. The increase
in revenues was due to the return of a major customer and the addition of another major customer
following the receipt of ISO
12
9001:2000 certification, in the second quarter of 2005, as well as the addition of other new
customers since the third quarter of 2005. In addition, a portion of the revenue increase was
attributable to an increase in a commodity raw material. Revenues include the ongoing purchase of
commodities whose prices have historically experienced periods of significant fluctuation. These
changes are regularly reflected in selling prices and we are not exposed to risks associated with
price fluctuations of those commodities.
Government development contract revenue was $42,092, or 0.5% of total revenues in 2006 and
$289,439 or 8.4% of total revenues in 2005. The decrease was due to the completion of work
performed on a Phase II Small Business Innovation Research (SBIR) grant for $523,612 from the
United States Department of Energy that began in 2003. This award was to develop an advanced
method to manufacture continuous reacted lengths of High Tc Superconductor: Bismuth Strontium
Calcium Copper Oxide 2212 Wire. The work on the contract was completed in 2005. Revenues of $0
and $231,738 from this grant were included in 2006 and 2005, respectively.
During 2005, the Company received notification from the Department of Energy of a Notice of
Financial Assistance Award that provides support for Phase I of an SBIR entitled Feasibility of
Cost Effective, Long Length, BSCCO 2212 Round Wires, for Very High Field Magnets Beyond 12 Tesla at
4.2 Kelvin. The work on this contract was completed in 2006. Revenues of $42,092 and $57,701
were recognized during 2006 and 2005, respectively.
We currently have no government contracts.
Gross Margin
Total gross margin in 2006 was $1,788,244 or 22.2% of total revenue as compared to $919,861 or
26.6% in 2005. The primary reason for the decrease expressed as a percentage of revenues was due
to sales mix of higher value product with lower gross margin.
Gross margin percent for product revenue was 22.0% in 2006 versus 23.0% in 2005. Gross margin
percent for contract research revenue was 58.6% for 2006 compared to 66.0% in 2005. The decrease
was due to the completion of the Phase II SBIR grant.
Gross margin on our products vary widely and are impacted from period to period by sales mix
and utilization of production capacity. We expect improved volume in 2007 as the efforts of the
Sales Manager and Marketing Manager lead to new sales opportunities with new customers. This added
volume is expected to improve manufacturing overhead absorption yielding improved gross margins.
Inventory reserves are established for obsolete inventory, excess inventory quantities based
on our estimate of net realizable value and for lower-of-cost or market. Reductions in this
reserve were $13,399 and $26,269 for the years ended December 31, 2006, and 2005, respectively. We
believe the inventory reserve, after its assessment of obsolete inventory, at December 31, 2006, of
$75,862 will be adequate for excess inventory and a lower of cost-or-market analysis. The decrease
in the reserve for 2006 is a result of a portion of obsolete inventory sold at reduced prices.
Selling Expense
Selling expense increased 49.3% to $354,609 from $237,569 in 2005. This increase was
primarily due to the addition of a marketing manager and the implementation of an incentive
compensation program.
General and Administrative Expense
General and administrative expense in 2006 was $928,506 compared to $765,748 in 2005, an
increase of 21.3%. This was due to increased wages, higher public relations and legal expenses and
the implementation of an incentive compensation program.
Research and Development Expense
Research and development expense for 2006 was $212,507 compared to $183,403 in 2005, an
increase of 15.9%. The increase is due to higher wages and continued Ruthenium, Thin Film Battery,
Transparent Conductive Oxide and High K dielectric material and process developments.
13
Interest Income and Expense
Interest
income was $43,427 and $9,843 for 2006 and 2005, respectively. This
was due to funds
received from the private equity placement in the fourth quarter of 2005 and cash from operations
in 2006.
Interest expense was $15,508 or 0.2% of revenues in 2006, compared to $75,624, or 2.2% or
revenues in 2005. Interest expense for 2005 included $70,684 for related party interest expense.
The decline was due to the elimination of interest expense to related parties on a note that was
repaid, and another note that converted to equity in 2005.
Income (Loss) Applicable To Common Shares
Income (loss) applicable to common shares was $277,083 and $(358,405) for 2006 and 2005,
respectively. Net income (loss) per common share based on the income (loss) applicable to common
shares for 2006 and 2005 was $0.08 and $(0.13), respectively. The income (loss) applicable to
common shares includes the net income (loss) from operations and the accretion of Series B
preferred stock dividends. The net income (loss) per common share before dividends on preferred
stock was $0.09 and $(0.13) for 2006 and 2005, respectively.
Dividends on the Series B preferred stock accrue at 10% annually on the outstanding shares.
Accrued dividends on the Series B preferred stock was $25,185 for both 2006 and 2005.
Basic earnings for 2006 were $0.08 per common share based on 3,427,236 average shares
outstanding compared to a loss of $(0.13) per common share based on 2,665,078 weighted average
shares outstanding for 2005.
Diluted earnings per common share for 2006 were $0.07 based on 3,982,905 average shares
outstanding compared to a loss of $(0.13) per share based on 2,665,078 weighted average shares
outstanding for 2005. All outstanding common stock equivalents were anti-dilutive in 2005 due to
the net loss.
The following schedule represents our outstanding common shares during the period of 2007
through 2016 assuming all outstanding stock options and stock warrants are exercised during the
year of expiration. If each shareholder exercises his or her options or warrants, it could
increase our common shares by 1,262,737 to 4,702,928 by December 31, 2016. Exercise prices for
options and warrants range from $1.00 to $4.00 at December 31, 2006. Assuming all such options and
warrants are exercised in the year of expiration, the effect on shares outstanding is illustrated
as follows:
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Options and
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Potential
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Warrants due
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Shares
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to expire
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Outstanding
|
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2007
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3,440,191
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2008
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94,930
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3,535,121
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2009
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160,418
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3,695,539
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2010
|
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459,389
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4,154,928
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2011
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75,000
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4,229,928
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2012
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170,000
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4,399,928
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2013
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30,500
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|
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4,430,428
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2014
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90,000
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|
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4,520,428
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2015
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140,000
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|
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4,660,428
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2016
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42,500
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4,702,928
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Liquidity and Working Capital
At December 31, 2006, working capital was $1,225,605 compared to $1,443,380 at December
31, 2005, a decrease of $217,775. The decrease compared to the prior year was due to $271,000 of
deposits we made for equipment in the fourth quarter of 2006. Cash used in operating activities
was approximately $76,000 for the twelve months ended December 31, 2006 compared to approximately
$365,000 for the twelve months ended December 31, 2005. Significant non-cash items including
depreciation, accretion and amortization, stock based compensation expense, warrants issued for
14
consulting and debt, acceleration of stock options, inventory reserve on excess and obsolete
inventory, and allowance for doubtful accounts were approximately $216,000 and $232,000, for the
twelve months ended December 31, 2006 and 2005, respectively. Accounts receivable, inventory,
prepaid expenses and other assets increased approximately $616,000 for the twelve months ended
December 31, 2006 compared to approximately $156,000 for the same period in 2005. Accounts
payable, accrued expenses and deferred revenue increased approximately $21,000 during 2006 versus a
decrease of approximately $106,000 during 2005.
Cash of approximately $334,000 and $75,000 was used for investing activities for the twelve
months ended December 31, 2006 and 2005, respectively. The amounts invested were used to purchase
machinery and equipment for increased production capacity, new product lines and leasehold
improvements for the new facility. Proceeds on sale of equipment totaled $100 and $2,250 during
2006 and 2005, respectively.
Cash of approximately $103,000 was used for financing activities during the twelve months
ended December 31, 2006. Of this amount, principal payments to third parties for capital lease
obligations approximated $63,000, cash payments for services provided for the registration of
common stock were approximately $52,000, and proceeds from the exercise of stock options were
$12,000. We incurred new capital lease obligations of approximately $168,000 for a forklift and
production equipment.
Cash of approximately $1,412,000 was provided for financing activities for the twelve months
ended December 31, 2005. Of this amount, principal payments to third parties for capital lease
obligations approximated $37,000, proceeds from notes payable totaled $300,000 and proceeds from
the sale of common stock were approximately $1,349,000. In addition, principal payments on notes
payable to shareholder totaled $200,000.
During the third quarter of 2006, we met with the Development Financing Advisory Council
(DFAC) of the Ohio Department of Development and applied for a loan from the Innovation Ohio Loan
Fund. The DFAC has approved our request for a $631,687 loan at an interest rate of 7.5% plus
certain fees over 7 years. These funds will be used to purchase production equipment in 2007.
In November 2004, a director agreed to loan SCI up to $200,000 for working capital, to be
drawn in increments of $50,000. The interest rate was Huntington National Banks prime rate plus
2%, accruing and compounding monthly. The loan was secured by a first lien on substantially all of
our assets. For each $50,000 increment drawn on the loan, the director received 5,000 warrants to
purchase our common stock at a purchase price of $2.50 per share exercisable until November 1,
2009. The loan was drawn based on the following schedule: November 3, 2004, $100,000, January 7,
2005, $50,000; and April 1, 2005, $50,000. The entire loan balance (principal and accrued
interest) was repaid in October 2005.
In April 2005, the same director who agreed to provide a secured loan for $200,000 to SCI in
November 2004, agreed to provide an additional $200,000 secured loan to the Company for working
capital. The interest rate was 10%, accruing and compounding monthly. On April 14, 2005, $100,000
was drawn on this loan. $100,000 was also drawn on the loan on May 20, 2005. By the terms of the
loan, because we completed an equity financing of at least $500,000 during 2005, the principal and
accrued interest on this loan totaling $209,110 automatically converted on the same basis as the
new financing to 104,555 shares of common stock ($2.00 per share) and warrants to purchase an
aggregate of 26,139 shares of our common stock at a purchase price of $3.00 per share exercisable
until October 2010.
In the fourth quarter of 2005, we completed a private placement to accredited investors. The
investors purchased 986,555 shares of common stock at a price of $2.00 per share and warrants to
purchase an additional 246,639 shares of common stock at $3.00 per share until October 14, 2010.
We received $1,386,000 in cash from certain investors for 693,000 shares of common stock and
warrants to purchase 173,250 shares of Common Stock. Four other investors cancelled indebtedness
owed by SCI in the aggregate amount of $587,110 in exchange for 293,555 shares of common stock and
warrants to purchase 73,389 shares of common stock. The indebtedness cancelled was as follows: (i)
the Estate of Edward R. Funk cancelled indebtedness of $188,411.71 in exchange for 94,000 shares of
common stock, warrants to purchase 23,500 shares of common stock at $3.00 per share exercisable
until October 2010, and payment of $411.71; (ii) the Estate of Ingeborg V. Funk cancelled $100,000
of indebtedness in exchange for 50,000 shares of common stock, warrants to purchase 12,500 shares
of common stock at $3.00 per share exercisable until October 2010, and payment of $980.21; (iii)
Porter, Wright, Morris & Arthur LLP (PWMA) cancelled $90,000 of indebtedness for legal fees in
exchange for 45,000 shares of common stock and warrants to purchase an additional 11,250 shares of
common stock at $3.00 per share exercisable until October 2010; and (iv) a director cancelled
$209,110 of a secured loan in exchange for 104,555 shares of common stock and warrants to
15
purchase an additional 26,139 shares of common stock at $3.00 per share exercisable until October
2010 (as described in preceding paragraph).
While certain of our major shareholders have advanced funds in the form of subordinated debt,
accounts payable and guaranteeing bank debt in the past, there is no commitment by these
individuals to continue funding the Company or guaranteeing bank debt in the future. We will
continue to seek new financing or equity financing arrangements. However, we cannot be certain
that it will be successful in efforts to raise additional new funds.
Inflation
We believe that there has not been a significant impact from inflation on our operations
during the past three fiscal years.
Future Operating Results
We plan to place some of our larger purchase commitments for raw materials on an annualized
basis because they can be purchased in larger quantities at reduced prices. In general, we attempt
to limit inventory price increases by making an annual commitment, and drawing the material either
as required, or on a monthly or quarterly basis. Such annual commitments may reach $500,000 in
2007 and greater in 2008 depending on sales volume increases. The terms of payment for such
commitments are worked out with the vendor on a case-by-case basis, but in all cases are cancelable
at our discretion without penalty.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This document contains forward-looking statements that reflect the views of management with
respect to future events and financial performance. These forward-looking statements are subject
to certain uncertainties and other factors that could cause actual results to differ materially
from such statements. See Risk Factors above. These uncertainties and other factors include,
but are not limited to, the words anticipates, believes, estimates, expects, plans,
projects, targets and similar expressions which identify forward-looking statements. You
should not place undue reliance on these forward-looking statements, which speak only as of the
date the statements were made. We undertake no obligation to publicly update or revise any
forward-looking statements.
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ITEM 7.
|
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FINANCIAL STATEMENTS
|
Our balance sheet as of December 31, 2006, and the related statements of operations,
stockholders equity and cash flows for the two years ended December 31, 2006 and 2005, together
with the independent certified public accountants report thereon appear on Pages F-1 through F-22
hereof.
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ITEM 8.
|
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
|
None.
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ITEM 8A.
|
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CONTROLS AND PROCEDURES.
|
As of the end of the period covered by this report, our Chief Executive Officer and Chief
Financial Officer evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934). Based upon this evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and procedures were effective as of
the period covered by this report in ensuring that information required to be disclosed in the
reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time period specified by the Securities and
Exchange Commissions rules and forms.
Additionally, there were no changes in our internal controls that could materially affect the
disclosure controls and procedures subsequent to the date of their evaluation, nor were there any
material deficiencies or material weaknesses in our internal controls. As a result, no corrective
actions were required or undertaken.
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ITEM 8B.
|
|
OTHER INFORMATION
|
None.
16
PART III
|
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|
|
ITEM 9.
|
|
DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT.
|
The information required by this item is included under the captions,
Election of Directors
,
Executive Officers
and
Section
16(a)
Beneficial Ownership Reporting Compliance
in our proxy
statement relating to our 2007 Annual Meeting of Shareholders to be held on June 25, 2007, and is
incorporated herein by reference.
We have a Business Conduct Policy applicable to all employees of SCI. Additionally, the Chief
Executive Officer (CEO) and all senior financial officers, including the principal financial
officer, the principal accounting officer or controller, or any person performing a similar
function (collectively, the Senior Financial Officers) are bound by the provisions of our code of
ethics relating to ethical conduct, conflicts of interest, and compliance with the law. The code
of ethics is posted on our website at http://www.sciengineeredmaterials.com/investors
/main/corpgov.htm.
We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding any
amendment to, waiver of, any provision of this code of ethics by posting such information on our
website at the address and location specified above.
ITEM 10. EXECUTIVE COMPENSATION.
The information required by this item is included under the caption
Executive Compensation
in our proxy statement relating to our 2007 Annual Meeting of Shareholders to be held on June 25,
2007, and is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is included under the captions
Ownership of Common
Stock by Directors and Executive Officers
, and
Ownership of Common Stock by Principal
Shareholders
in our proxy statement relating to our 2007 Annual Meeting of Shareholders to be held
on June 25, 2007, and is incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is included under the caption
Certain Relationships and
Related Transactions
in our proxy statement relating to our 2007 Annual Meeting of Shareholders to
be held on June 25, 2007, and is incorporated herein by reference.
17
|
|
|
|
|
Exhibit
|
|
Exhibit
|
|
Number
|
|
Description
|
|
3(a)
|
|
Certificate of Second Amended and Restated Articles of Incorporation of
Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the
Companys initial Form 10-SB, filed on September 28, 2000)
|
|
|
|
|
|
3(b)
|
|
Restated Code of Regulations of Superconductive Components, Inc.
(Incorporated by reference to Exhibit 3(b) to the Companys initial Form 10-SB, filed
on September 28, 2000)
|
|
|
|
|
|
4(a)
|
|
Superconductive Components, Inc. 2006 Stock Incentive Plan (Incorporated by
reference to Appendix A to the Companys Definitive Proxy Statement for the 2006
Annual Meeting of Shareholders held on June 9, 2006, filed May 1, 2006).
|
|
|
|
|
|
4(b)
|
|
Description of the Material Terms of the Stock Option Grant and Cash Bonus
Plan for Executive Officers (Incorporated by reference to the Companys Current
Report on Form 8-K, dated June 19, 2006, filed June 23, 2006)
|
|
|
|
|
|
4(c)
|
|
Form of Incentive Stock Option Agreement under the Superconductive
Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K dated June 19, 2006, filed June 23,
2006).
|
|
|
|
|
|
4(d)
|
|
Form of Non-Statutory Stock Option Agreement under the Superconductive
Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2
to the Companys Current Report on Form 8-K dated June 19, 2006, filed June 23,
2006).
|
|
|
|
|
|
10(a)
|
|
Employment Agreement entered into as of February 26, 2002, between Daniel
Rooney and the Company (Incorporated by reference to Exhibit 10(a) to the Companys
Registration Statement on Form SB-2 (Registration No. 333-131605), filed on February
6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
|
|
|
|
|
|
10(b)
|
|
Lease Agreement between Superconductive Components, Inc. and Duke Realty
Ohio dated as of September 29, 2003, with Letter of Understanding dated February 17,
2004 (Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on
Form 10-QSB, filed on March 31, 2004)
|
|
|
|
|
|
10(c)
|
|
Fourth Amended and Restated 1995 Stock Option Plan (Incorporated by
reference to Exhibit 4(a) to the Companys Registration Statement on Form S-8
(Registration No. 333-97583), filed on August 2, 2002)
|
|
|
|
|
|
10(d)
|
|
License Agreement with Sandia Corporation dated February 26, 1996
(Incorporated by reference to Exhibit 10(f) to the Companys Form 10-SB Amendment No.
1, filed on January 3, 2001)
|
|
|
|
|
|
10(e)
|
|
Nonexclusive License with The University of Chicago (as Operator of
Argonne National Laboratory) dated October 12, 1995 (Incorporated by reference to
Exhibit 10(g) to the Companys Form 10-SB Amendment No. 1, filed on January 3, 2001)
|
18
|
|
|
|
|
Exhibit
|
|
Exhibit
|
|
Number
|
|
Description
|
|
10(f)
|
|
Nonexclusive License with The University of Chicago (as Operator of
Argonne National Laboratory) dated October 12, 1995 (Incorporated by reference to
Exhibit 10(h) to the Companys Form 10-SB Amendment No. 1, filed on January 3, 2001)
|
|
|
|
|
|
10(g)
|
|
Ohio Department of Development Third Frontier Action Fund Award dated
February 20, 2004 (Incorporated by reference to Exhibit 10(o) to the Companys Annual
Report on Form 10-KSB, filed on March 30, 2004)
|
|
|
|
|
|
10(h)
|
|
Description of the Material Terms of the Superconductive Components, Inc.
2005 Executive Bonus Plan (Incorporated by reference to Exhibit 10 to the Companys
Current Report on Form 8-K, filed on April 20, 2005)
|
|
|
|
|
|
10(i)
|
|
Form of Non-Statutory Stock Option Agreement Under the Superconductive
Components, Inc. Fourth Amended and Restated 1995 Stock Option Plan (Incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on
December 22, 2005)
|
|
|
|
|
|
10(j)
|
|
Department of Energy Award dated July 21, 2005 (Incorporated by reference
to Exhibit 10(k) to the Companys Registration Statement on Form SB-2 (Registration
No. 333-131605), filed on February 6, 2006, and amended by Pre-effective Amendment
No. 1 filed March 23, 2006)
|
|
|
|
|
|
10(k)
|
|
Subscription Agreement between the Company and the Estate of Edward R.
Funk, dated October 14, 2005 (Incorporated by reference to Exhibit 10(o) to the
Companys Registration Statement on Form SB-2 (Registration No. 333-131605), filed on
February 6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
|
|
|
|
|
|
10(l)
|
|
Subscription Agreement between the Company and the Estate of Ingeborg V.
Funk, dated October 14, 2005 (Incorporated by reference to Exhibit 10(p) to the
Companys Registration Statement on Form SB-2 (Registration No. 333-131605), filed on
February 6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
|
|
|
|
|
|
10(m)
|
|
Subscription Agreement between the Company and Robert H. Peitz, dated
October 14, 2005 (Incorporated by reference to Exhibit 10(q) to the Companys
Registration Statement on Form SB-2 (Registration No. 333-131605), filed on February
6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
|
|
|
|
|
|
10(n)
|
|
Warrant to purchase common stock of Superconductive Components, Inc.
issued to the Estate of Edward R. Funk, dated October 19, 2005 (Incorporated by
reference to Exhibit 10(r) to the Companys Registration Statement Form on SB-2
(Registration No. 333-131605), filed on February 6, 2006, and amended by
Pre-effective Amendment No. 1 filed March 23, 2006)
|
|
|
|
|
|
10(o)
|
|
Warrant to purchase common stock of Superconductive Components, Inc.
issued to the Estate of Ingeborg V. Funk, dated October 19, 2005 (Incorporated by
reference to Exhibit 10(s) to the Companys Registration Statement on Form SB-2
(Registration No. 333-131605), filed on February 6, 2006, and amended by
Pre-effective Amendment No. 1 filed March 23, 2006)
|
19
|
|
|
|
|
Exhibit
|
|
Exhibit
|
|
Number
|
|
Description
|
|
10(p)
|
|
Warrant to purchase common stock of Superconductive Components, Inc.
issued to Robert H. Peitz, effective October 19, 2005 (Incorporated by reference to
Exhibit 10(t) to the Companys Registration Statement on Form SB-2 (Registration No.
333-131605), filed on February 6, 2006, and amended by Pre-effective Amendment No. 1
filed March 23, 2006)
|
|
|
|
|
|
10(q)
|
|
Conversion Agreement between the Company and the Estate of Edward R. Funk,
dated October 14, 2005 (Incorporated by reference to Exhibit 10(u) to the Companys
Registration Statement on Form SB-2 (Registration No. 333-131605), filed on February
6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
|
|
|
|
|
|
10(r)
|
|
Conversion Agreement between the Company and the Estate of Ingeborg V.
Funk, dated October 14, 2005 (Incorporated by reference to Exhibit 10(v) to the
Companys Registration Statement on Form SB-2 (Registration No. 333-131605), filed on
February 6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
|
|
|
|
|
|
99.1
|
|
Press Release dated March 7, 2007, entitled Superconductive Components,
Inc. Reports Record Results for the Fourth Quarter and 2006.
|
|
|
|
|
|
23 *
|
|
Consent of Independent Registered Accounting Firm
|
|
|
|
|
|
24 *
|
|
Powers of Attorney.
|
|
|
|
|
|
31.1 *
|
|
Rule 13a-14(a) Certification of Principal Executive Officer.
|
|
|
|
|
|
31.2 *
|
|
Rule 13a-14(a) Certification of Principal Financial Officer.
|
|
|
|
|
|
32.1 *
|
|
Section 1350 Certification of Principal Executive Officer.
|
|
|
|
|
|
32.2 *
|
|
Section 1350 Certification of Principal Financial Officer.
|
|
|
|
|
|
ITEM 14.
|
|
Principal Accountant Fees and Services
|
The information required by this item is included under the caption
Principal Accountant Fees
and Services
in our proxy statement relating to our 2007 Annual Meeting of Shareholders to be held
on June 25, 2007 and is incorporated herein by reference.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPERCONDUCTIVE COMPONENTS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: March 7, 2007
|
|
|
|
By:
|
|
/s/ Daniel Rooney
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel Rooney, Chairman of the Board of
|
|
|
|
|
|
|
|
|
|
Directors, President and Chief Executive
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities indicated
on the 7
th
day of March 2007.
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
|
|
Title
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Daniel Rooney
|
|
|
|
Chairman of the Board of Directors, President, and
Chief Executive Officer
(principal executive officer)
|
|
|
|
|
|
/s/ Gerald S. Blaskie
Gerald S. Blaskie
|
|
|
|
Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer)
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Baker*
Robert J. Baker
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Edward W. Ungar*
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Edward W. Ungar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert H. Peitz*
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Robert H. Peitz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter J. Doyle*
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Walter J. Doyle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Daniel Rooney
Daniel Rooney, Attorney-in-Fact
|
|
|
|
|
21
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
F-1
|
|
|
|
|
|
|
|
F-2
|
|
|
|
|
|
|
|
F-4
|
|
|
|
|
|
|
|
F-5
|
|
|
|
|
|
|
|
F-6
|
|
|
|
|
|
|
|
F-8
|
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Superconductive Components, Inc.
Columbus, Ohio
We have audited the accompanying balance sheet of Superconductive Components, Inc. as of
December 31, 2006, and the related statements of operations, shareholders equity and cash flows
for each of the two years in the period ended December 31, 2006. These financial statements are
the responsibility of the Companys management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Superconductive Components, Inc. as of December 31, 2006, and
the results of its operations and its cash flows for each of the two years in the period then ended
in conformity with accounting principles generally accepted in the United States of America.
|
|
|
|
|
|
|
/s/ HAUSSER + TAYLOR LLC
|
|
Columbus, Ohio
|
|
|
|
February 26, 2007
|
|
|
F-1
Part I. Financial Information
Item 1. Financial Statements
SUPERCONDUCTIVE COMPONENTS, INC.
BALANCE SHEET
DECEMBER 31, 2006
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
Cash
|
|
$
|
648,494
|
|
|
Accounts Receivable
|
|
|
|
|
|
Trade, less allowance for doubtful accounts of $25,000
|
|
|
439,946
|
|
|
Contract
|
|
|
52,760
|
|
|
Inventories
|
|
|
713,625
|
|
|
Prepaid expenses
|
|
|
47,466
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,902,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT, AT COST
|
|
|
|
|
|
Machinery and equipment
|
|
|
2,697,368
|
|
|
Furniture and fixtures
|
|
|
23,643
|
|
|
Leasehold improvements
|
|
|
299,551
|
|
|
Construction in process
|
|
|
95,590
|
|
|
|
|
|
|
|
|
|
|
3,116,152
|
|
|
Less accumulated depreciation
|
|
|
(2,012,312
|
)
|
|
|
|
|
|
|
|
|
|
1,103,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
Deposits
|
|
|
289,816
|
|
|
Intangibles
|
|
|
30,894
|
|
|
|
|
|
|
|
|
|
|
320,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
3,326,841
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-2
SUPERCONDUCTIVE COMPONENTS, INC.
BALANCE SHEET
DECEMBER 31, 2006
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
Capital lease obligation, current portion
|
|
$
|
70,799
|
|
|
Accounts payable
|
|
|
297,161
|
|
|
Accrued contract expenses
|
|
|
27,258
|
|
|
Accrued personal property taxes
|
|
|
22,500
|
|
|
Deferred revenue
|
|
|
50,474
|
|
|
Accrued expenses
|
|
|
208,494
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
676,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL LEASE OBLIGATION, NET OF
CURRENT PORTION
|
|
|
145,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
|
|
|
|
|
|
Convertible preferred stock, Series B, 10% cumulative,
nonvoting, no par value, $10 stated value, optional
redemption at 103%; 25,185 shares issued and outstanding
|
|
|
360,146
|
|
|
Common stock, no par value, authorized 15,000,000
shares; 3,432,915 shares issued and outstanding
|
|
|
9,007,817
|
|
|
Additional paid-in capital
|
|
|
995,586
|
|
|
Accumulated deficit
|
|
|
(7,859,087
|
)
|
|
|
|
|
|
|
|
|
|
2,504,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
|
$
|
3,326,841
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-3
SUPERCONDUCTIVE COMPONENTS, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2006 AND 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
SALES REVENUE
|
|
$
|
8,003,700
|
|
|
$
|
3,167,743
|
|
|
CONTRACT RESEARCH REVENUE
|
|
|
42,092
|
|
|
|
289,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,045,792
|
|
|
|
3,457,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF SALES REVENUE
|
|
|
6,240,140
|
|
|
|
2,438,788
|
|
|
COST OF CONTRACT RESEARCH
|
|
|
17,408
|
|
|
|
98,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,257,548
|
|
|
|
2,537,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS MARGIN
|
|
|
1,788,244
|
|
|
|
919,861
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
928,506
|
|
|
|
765,748
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH AND DEVELOPMENT EXPENSES
|
|
|
212,507
|
|
|
|
183,403
|
|
|
|
|
|
|
|
|
|
|
|
|
SALES AND PROMOTIONAL EXPENSES
|
|
|
354,609
|
|
|
|
237,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS
|
|
|
292,622
|
|
|
|
(266,859
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
43,427
|
|
|
|
9,843
|
|
|
Interest expense
|
|
|
(15,508
|
)
|
|
|
(75,624
|
)
|
|
Gain on disposal of equipment
|
|
|
100
|
|
|
|
2,250
|
|
|
Miscellaneous, net
|
|
|
(18,373
|
)
|
|
|
(2,830
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
9,646
|
|
|
|
(66,361
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME ( LOSS) BEFORE PROVISION FOR INCOME TAX
|
|
|
302,268
|
|
|
|
(333,220
|
)
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
302,268
|
|
|
|
(333,220
|
)
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS ON PREFERRED STOCK
|
|
|
(25,185
|
)
|
|
|
(25,185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) APPLICABLE TO COMMON SHARES
|
|
$
|
277,083
|
|
|
$
|
(358,405
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE BASIC AND DILUTED
(Note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) PER COMMON SHARE BEFORE
DIVIDENDS ON PREFERRED STOCK
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.09
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.08
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) PER COMMON SHARE AFTER
DIVIDENDS ON PREFERRED STOCK
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.08
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.07
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
3,427,236
|
|
|
|
2,665,078
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
3,982,905
|
|
|
|
2,665,078
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-4
SUPERCONDUCTIVE COMPONENTS, INC.
STATEMENTS OF SHAREHOLDERS EQUITY
Years Ended December 31, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock,
|
|
|
Common
|
|
|
Paid-In
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Series B
|
|
|
Stock
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
Balance 12/31/04
|
|
$
|
309,776
|
|
|
$
|
7,541,653
|
|
|
$
|
558,674
|
|
|
$
|
(7,828,035
|
)
|
|
$
|
582,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of cumulative dividends
|
|
|
25,185
|
|
|
|
|
|
|
|
(25,185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock warrants issued with debt (Note 5)
|
|
|
|
|
|
|
|
|
|
|
19,890
|
|
|
|
|
|
|
|
19,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of debt to common stock (Note 6)
|
|
|
|
|
|
|
461,469
|
|
|
|
125,641
|
|
|
|
|
|
|
|
587,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option acceleration (Note 7)
|
|
|
|
|
|
|
|
|
|
|
27,215
|
|
|
|
|
|
|
|
27,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of common stock (net) (Note 6)
|
|
|
|
|
|
|
1,044,428
|
|
|
|
304,484
|
|
|
|
|
|
|
|
1,348,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(333,220
|
)
|
|
|
(333,220
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance 12/31/05
|
|
$
|
334,961
|
|
|
$
|
9,047,550
|
|
|
$
|
1,010,719
|
|
|
$
|
(8,161,255
|
)
|
|
$
|
2,231,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of cumulative dividends
|
|
|
25,185
|
|
|
|
|
|
|
|
(25,185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation expense (Note 2I)
|
|
|
|
|
|
|
|
|
|
|
10,052
|
|
|
|
|
|
|
|
10,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options (Note 6)
|
|
|
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement and SB-2 registration (Note 6)
|
|
|
|
|
|
|
(51,733
|
)
|
|
|
|
|
|
|
|
|
|
|
(51,733
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
302,268
|
|
|
|
302,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance 12/31/06
|
|
$
|
360,146
|
|
|
$
|
9,007,817
|
|
|
$
|
995,586
|
|
|
$
|
(7,858,987
|
)
|
|
$
|
2,504,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-5
SUPERCONDUCTIVE COMPONENTS, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006 AND 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
302,268
|
|
|
$
|
(333,220
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
216,664
|
|
|
|
199,415
|
|
|
Amortization and accretion
|
|
|
3,088
|
|
|
|
3,088
|
|
|
Stock based compensation expense
|
|
|
10,052
|
|
|
|
|
|
|
Warrants issued for consulting and debt
|
|
|
|
|
|
|
36,465
|
|
|
Acceleration of stock options
|
|
|
|
|
|
|
27,215
|
|
|
Gain on sale of equipment
|
|
|
(100
|
)
|
|
|
(2,250
|
)
|
|
Decrease in inventory reserve
|
|
|
(13,399
|
)
|
|
|
(26,269
|
)
|
|
Change in allowance for doubtful accounts
|
|
|
|
|
|
|
(8,176
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in assets:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(185,117
|
)
|
|
|
(131,919
|
)
|
|
Inventories
|
|
|
(116,087
|
)
|
|
|
(22,700
|
)
|
|
Prepaid expenses
|
|
|
(35,718
|
)
|
|
|
878
|
|
|
Other assets
|
|
|
(279,050
|
)
|
|
|
(2,010
|
)
|
|
Increase (decrease) in liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
1,521
|
|
|
|
155,543
|
|
|
Accrued expenses and deferred revenue
|
|
|
19,538
|
|
|
|
(261,417
|
)
|
|
|
|
|
|
|
|
|
|
Total adjustments
|
|
|
(378,608
|
)
|
|
|
(32,137
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(76,340
|
)
|
|
|
(365,357
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds on sale of equipment
|
|
|
100
|
|
|
|
2,250
|
|
|
Purchases of property and equipment
|
|
|
(333,857
|
)
|
|
|
(77,472
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(333,757
|
)
|
|
|
(75,222
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds from note payable, shareholders
|
|
|
|
|
|
|
300,000
|
|
|
Principal payments on notes payable, shareholders
|
|
|
|
|
|
|
(200,000
|
)
|
|
Proceeds from exercise of common stock options
|
|
|
12,000
|
|
|
|
|
|
|
Payments related to registration of common stock
|
|
|
(51,733
|
)
|
|
|
|
|
|
Proceeds from sale of common stock (net)
|
|
|
|
|
|
|
1,348,912
|
|
|
Principal payments on capital lease obligations
|
|
|
(63,045
|
)
|
|
|
(37,027
|
)
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing
activities
|
|
|
(102,778
|
)
|
|
|
1,411,885
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-6
SUPERCONDUCTIVE COMPONENTS, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 2006 AND 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
NET (DECREASE) INCREASE IN CASH
|
|
$
|
(512,875
|
)
|
|
$
|
971,306
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
Beginning of period
|
|
|
1,161,369
|
|
|
|
190,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
End of period
|
|
$
|
648,494
|
|
|
$
|
1,161,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
Cash paid during the years for:
|
|
|
|
|
|
|
|
|
|
Interest, net
|
|
$
|
15,508
|
|
|
$
|
19,749
|
|
|
Income taxes
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF NONCASH
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment purchased by capital lease
|
|
$
|
168,208
|
|
|
$
|
75,900
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable converted to equity
|
|
$
|
|
|
|
$
|
488,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest converted to equity
|
|
$
|
|
|
|
$
|
9,110
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable converted to equity
|
|
$
|
|
|
|
$
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery & Equipment accrued asset retirement
obligation increase
|
|
$
|
3,312
|
|
|
$
|
2,410
|
|
The accompanying notes are an integral part of these financial statements.
F-7
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 1.
|
|
Business Organization and Purpose
|
|
|
|
|
|
Superconductive Components, Inc. (SCI or the Company), dba SCI Engineered
Materials, an Ohio corporation, was incorporated in 1987, to develop, manufacture
and market products based on or incorporating high temperature superconductive
(HTS) materials. The Company manufactures ceramic and metal targets for a variety
of industrial applications including: Photonics/Optical, Semiconductor, Thin Film
Batteries and, to a lesser extent HTS. Photonics/Optical currently represents the
Companys largest market for its targets. Thin Film Battery is a developing market
where manufacturers of batteries use the Companys targets to produce very small
power supplies, with small quantities of stored energy. The production and sale of
HTS materials was the initial focus of the Companys operations and these materials
continue to be a part of the Companys development efforts.
|
|
|
|
Note 2.
|
|
Summary of Significant Accounting Policies
|
|
|
|
A.
|
|
Inventories Inventories are stated at the lower of cost or market on an acquired
or internally produced lot basis, and consist of raw materials, work-in-process and
finished goods. Cost includes material, labor, freight and applied overhead. Inventory
reserves are established for obsolete inventory and excess inventory quantities based on
managements estimate of net realizable value. The inventory reserve decreased $13,399
and $26,269 during 2006 and 2005, respectively. The decrease in the reserve is a result
of a portion of obsolete inventory sold at reduced prices.
|
|
|
|
|
|
The Company enters into cancelable purchase commitment arrangements with some
suppliers. Estimated purchase commitments to these suppliers approximate $149,000
at December 31, 2006. The Company can cancel these commitments at the Companys
discretion without penalty.
|
|
|
|
B.
|
|
Property and Equipment Property and equipment are carried at cost. Depreciation
is provided on the straight-line method based on the estimated useful lives of the assets
for financial reporting purposes and allowable accelerated methods for tax purposes.
Useful lives range from ten years on certain furniture and fixtures and leasehold
improvements to three years on computer equipment. Expenditures for renewals and
betterments are capitalized and expenditures for repairs and maintenance are charged to
operations as incurred.
|
|
|
|
|
|
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If the fair
value is less than the carrying amount of the asset, a loss is recognized for the
difference. There have been no such impairment adjustments.
|
|
|
|
C.
|
|
Research and Development Certain amounts in the prior year financial statements
pertaining to research and development have been reclassified to conform to the current
year presentation. Research and development costs are expensed as incurred. Research
and development expenses for the years ended December 31, 2006 and 2005 were $212,507 and
$183,403, respectively. The increase is due to an increase in wages and continued
development of Ruthenium, Transparent Conductive Oxide and High K dielectric materials.
|
F-8
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 2.
|
|
Summary of Significant Accounting Policies (Continued)
|
|
|
|
D.
|
|
Contract research and development costs are expensed when the contracted work has
been performed or as milestone results have been achieved. These contracts vary from six
months to three years in duration. The terms of the contracts, which are fixed price,
require the Company to submit final reports and/or progress reports to the sponsor.
While the contracts are subject to cancellation, management believes that the Company
will comply with all terms of the contracts and that all of the amounts awarded to the
Company will be collected.
|
|
|
|
|
|
Research revenue and expenses associated to third parties are separately identified
in the Statements of Operations.
|
|
|
|
|
|
During 2006 and 2005, the Company earned $42,092 and $289,439, respectively, in
contract revenue.
|
|
|
|
|
|
During 2005, the Company was awarded a nine-month contract in the amount of $99,793
that ended in 2006.
|
|
|
|
E.
|
|
Equipment In 2004, the Company received funds of $517,935 from the Ohio
Department of Developments Third Frontier Action Fund (TFAF) for the purchase of
equipment related to the grants purpose. In a separate contract with the Department of
Energy the Company received $27,500 for the purchase of equipment related to the
contracts purpose. The Company has elected to record the funds disbursed as a contra
asset; therefore, the assets are not reflected in the Companys financial statements. As
assets were purchased, the liability initially created when the cash was received was
reduced with no revenue recognized or fixed asset recorded on the balance sheet. As of
December 31, 2006, the Company had disbursed the entire amount received. The grant and
contract both provide that as long as the Company performs in compliance with the
grant/contract, the Company retains the rights to the equipment. Management states that
the Company will be in compliance with the requirements and, therefore, will retain the
equipment at the end of the grant/contract.
|
|
|
|
F.
|
|
Licenses The Company has secured licenses to produce various superconductive
materials for periods up to the expiration of the applicable patents. The license fees,
included in Other Assets on the balance sheet, are being amortized over the expected
life of the agreement or applicable patent, which is seventeen years. Cost and
accumulated amortization of licenses at December 31, 2006 are $21,000 and $13,972,
respectively. Amortization expense was $1,259 for the years ended December 31, 2006 and
2005. Amortization expense is estimated to be $1,259 for each of the next five years.
|
F-9
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 2.
|
|
Summary of Significant Accounting Policies (Continued)
|
|
|
|
G.
|
|
Patent The Company has secured patents for manufacturing processes used in its
operations. Costs incurred to secure the patents have been capitalized, included in
Other Assets on the balance sheet, and are being amortized over the life of the
patents. Cost and accumulated amortization of the patent at December 31, 2006 are
$36,473 and $12,607, respectively. Amortization expense was $1,830 for the years ended
December 31, 2006 and December 31, 2005. Amortization expense is estimated to be $1,830
for each of the next five years.
|
|
|
|
H.
|
|
Income Taxes Income taxes are provided for by utilizing the asset and liability
method which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the carrying amounts
and the tax bases of assets and liabilities using presently enacted tax rates. Deferred
tax assets are recognized for net operating loss carryforwards, reduced by a valuation
allowance which is established when it is more likely than not that some portion or
all of the deferred tax assets will not be recognized.
|
|
|
|
I.
|
|
Stock Based Compensation During 2005 the Company accounted for stock based
compensation using the intrinsic value method prescribed in APB Opinion No. 25,
Accounting for Stock Issued to Employees. The Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard No. 123, Accounting for Stock
Based Compensation (SFAS 123), which established accounting and disclosure
requirements using a fair value based methodology. SFAS 123 allowed the intrinsic
value method to be used, and required disclosure of the impact to the financial
statements of utilizing the intrinsic value versus the fair value based method on a pro
forma basis, as set forth in the table below. For all periods prior to January 1,
2006, the Company utilized the fair value method as provided for in SFAS 123 to account
for stock based compensation to non-employees.
|
|
|
|
|
|
The Companys pro forma information for 2005, in accordance with the provisions of
SFAS 123 is provided below. For purposes of pro forma disclosures, stock based
compensation was amortized to expense on a straight-line basis over the vesting
period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Net income (loss) applicable to common shares:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
277,083
|
|
|
$
|
(358,405
|
)
|
|
Deduct: total stock-based compensation expense determined
under the fair value method for all awards, net of related tax benefits
|
|
|
|
|
|
|
(22,068
|
)
|
|
|
|
|
|
|
|
|
|
Pro forma net income (loss) under SFAS #123
|
|
$
|
277,083
|
|
|
$
|
(380,473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
0.08
|
|
|
$
|
(0.13
|
)
|
|
Pro forma under SFAS #123
|
|
|
0.08
|
|
|
$
|
(0.14
|
)
|
|
|
|
For the twelve months ended December 31, 2006 and 2005, there was
$10,052 and $27,215 respectively, of stock based compensation cost included in
the determination of net income (loss) as reported.
|
F-10
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 2.
|
|
Summary of Significant Accounting Policies (Continued)
|
|
|
|
|
|
In December 2004, the FASB issued SFAS 123 (Revised), Shared Based Payment (SFAS
123R). SFAS 123R replaced SFAS 123, and superseded APB Opinion No. 25. Effective
January 1, 2006, the Company adopted the fair value recognition provisions of SFAS
123R and related interpretations using the modified-prospective transition method.
Under this method, compensation cost recognized in 2006 includes (a) compensation
cost for all stock-based awards granted prior to, but not yet vested as of January
1, 2006, based on the grant date fair value estimated in accordance with the
original provisions of SFAS 123 and (b) compensation cost for all stock-based
awards granted on or subsequent to January 1, 2006, based on the grant date fair
value estimated in accordance with the provisions of SFAS 123R. Stock based
compensation expense recognized in 2006 was $10,052.
|
|
|
|
|
|
In December 2005, the Board of Directors approved the acceleration of vesting of
unvested stock options previously awarded to employees and officers of the Company.
As a result of this action, options to purchase 149,500 shares of common stock that
would otherwise have vested over the next one to five years became fully vested.
The decision to accelerate the vesting of these options was considered to be in the
best interest of the Companys shareholders and was made primarily to reduce
non-cash compensation expense that would have been recorded in future periods
following the adoption of FAS 123R.
|
|
|
|
J.
|
|
Income (Loss) Per Common Share Income (loss) per common share amounts are based
on the weighted average number of shares outstanding. Due to the net loss in 2005, the
assumed conversion of preferred stock and exercise of stock options and warrants are
anti-dilutive and have not been considered in the calculation of per share amounts.
|
|
|
|
K.
|
|
Statements of Cash Flows For purposes of the statements of cash flows, the
Company considers all highly liquid investments purchased with maturity of three months
or less to be cash. No such investments were purchased.
|
|
|
|
L.
|
|
Concentrations of Credit Risk The Companys cash balances, which are at times in
excess of federally insured levels, are maintained at a large regional bank and a global
investment banking group, and are continually monitored to minimize the risk of loss.
The Company grants credit to its customers, who are varied in terms of size, geographic
location and financial strength. Customer balances are continually monitored to minimize
the risk of loss.
|
|
|
|
|
|
The Company had four major customers in 2006 and 2005, which accounted for
approximately $6,435,000 and $1,534,000, respectively, of the total revenue and
$352,000 of the trade accounts receivable at December 31, 2006. The largest
customer represented over 60% of total revenues in 2006. A portion of the revenue
was attributable to an increase in a commodity raw material which can fluctuate
significantly.
|
|
|
|
M.
|
|
Use of Estimates The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires
management 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
financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
|
F-11
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 2.
|
|
Summary of Significant Accounting Policies (Continued)
|
|
|
|
N.
|
|
Fair Value The estimated fair value of amounts reported in the financial
statements have been determined using available market information and valuation
methodologies, as applicable (see Note 12).
|
|
|
|
O.
|
|
Revenue Recognition Revenue from product sales is recognized upon shipment to
customers. Provisions for discounts and rework costs for returns are established when
products are shipped based on historical experience. Deferred revenues represents cash
received in advance of the contract revenues earned. Revenue from contract research
provided for third parties is recognized on the percentage of completion method.
|
|
|
|
P.
|
|
Accounts Receivable The Company extends unsecured credit to customers under normal
trade agreements, which require payment within 30 days. Accounts greater than 90 days
past due, which amounted to $0 and $17,665 of net receivables for the years ended December
31, 2006 and 2005, respectively are considered delinquent. The Company does not charge
interest on delinquent trade accounts receivable. Accounts greater than one year past
due, which amount to $0 of net receivables as of December 31, 2006 and 2005 are placed on
non-accrual status. Unless specified by the customer, payments are applied to the oldest
unpaid invoice. Accounts receivable are presented at the amount billed.
|
|
|
|
|
|
Management estimates an allowance for doubtful accounts, which was $25,000 as of
December 31, 2006 and 2005. The estimate is based upon managements review of
delinquent accounts and an assessment of the Companys historical evidence of
collections. Bad debt expense of $0 and $2,337 was recognized for the years ended
December 31, 2006 and 2005, respectively as a result of this estimate. Specific
accounts are charged directly to the reserve when management obtains evidence of a
customers insolvency or otherwise determines that the account is uncollectible.
Charge-offs of specific accounts for the years ended December 31, 2006 and 2005
totaled $0 and $11,000 respectively.
|
|
|
|
Q.
|
|
Intangible Assets The Company accounts for Intangible Assets in accordance with
Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets (SFAS 142). SFAS 142 requires certain intangible assets to be tested for
impairment under certain circumstances, and written off when impaired, rather than being
amortized as previous standards required. There were no impairment adjustments for the
years ended December 31, 2006 and 2005.
|
|
|
|
R.
|
|
Recently Issued Accounting Standards
|
|
|
|
|
|
Fair Value Measurements In September 2006, the FASB issued Statement of Financial
Accounting Standards No. 157 (SFAS 157), Fair Value Measurements, effective for
the Company beginning on January 1, 2008. This Statement defines fair value,
establishes a framework for measuring fair value, and expands disclosures about fair
value measurements. This statement establishes a fair value hierarchy that
distinguishes between valuations obtained from sources independent of the entity and
those from the entitys own unobservable inputs that are not corroborated by
observable market data. SFAS 157 expands disclosures about the use of fair value to
measure assets and liabilities in interim and annual periods subsequent to initial
recognition. The disclosures focus on the inputs used to measure fair value and for
recurring fair value measurements using
|
F-12
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 2.
|
|
Summary of Significant Accounting Policies (Continued)
|
|
|
|
|
|
significant unobservable inputs, the effect of the measurements on earnings or
changes in net assets for the period. The Company is currently assessing the impact
of this guidance on its financial statements.
|
|
|
|
|
|
Accounting for Uncertainty in Income Taxes In June 2006, the FASB issued FASB
Interpretation No. 48 (FIN 48) Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109 Accounting for Income Taxes. FIN 48
clarifies the accounting for uncertainty in income taxes recognized in financial
statements and prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. FIN 48 becomes effective for the Company beginning in
2007. The Company is currently evaluating the impact of its adoption on its
financial position and results of operations.
|
|
|
|
|
|
Fair Value Option for Financial Assets and Financial Liabilities In February 2007,
the FASB issued Statement of Financial Accounting Standards No. 159 (SFAS 159),
The Fair Value Option for Financial Assets and Financial Liabilities, effective
for the Company beginning on January 1, 2008. This Statement provides entities with
an option to report selected financial assets and liabilities at fair value, with
the objective to reduce both the complexity in accounting for financial instruments
and the volatility in earnings caused by measuring related assets and liabilities
differently. The Company is currently assessing the impact of this guidance on its
financial statements.
|
|
|
|
Note 3.
|
|
Inventories
|
|
|
|
|
|
Inventories consist of the following at December 31, 2006:
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
365,335
|
|
|
Work-in-process
|
|
|
192,305
|
|
|
Finished goods
|
|
|
231,847
|
|
|
|
|
|
|
|
|
|
|
789,487
|
|
|
Less reserve for obsolete inventory
|
|
|
75,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
713,625
|
|
|
|
|
|
|
F-13
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 4.
|
|
Lease Obligations
|
|
|
|
|
|
Operating
|
|
|
|
|
|
The Company leases its facilities and certain office equipment
under agreements classified as operating leases expiring through
2014. Rent expense which includes various monthly rentals for the
years ended December 31, 2006 and 2005, totaled $158,032 and
$151,920, respectively. Future minimum lease payments at December
31, 2006 are as follows:
|
|
|
|
|
|
|
|
2007
|
|
$
|
101,834
|
|
|
2008
|
|
|
101,834
|
|
|
2009
|
|
|
113,536
|
|
|
2010
|
|
|
109,104
|
|
|
2011
|
|
|
109,104
|
|
|
2012 and beyond
|
|
|
285,227
|
|
|
|
|
|
|
|
|
|
$
|
820,639
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
The Company also leases certain equipment under capital leases. The future minimum
lease payments, by year, with the present value of such payments, as of December 31,
2006 is as follows:
|
|
|
|
|
|
|
|
2007
|
|
$
|
91,926
|
|
|
2008
|
|
|
86,409
|
|
|
2009
|
|
|
79,113
|
|
|
2010
|
|
|
26,876
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
284,324
|
|
|
Less amount representing interest
|
|
|
67,832
|
|
|
|
|
|
|
|
Present value of minimum lease payments
|
|
|
216,492
|
|
|
Less current portion
|
|
|
70,799
|
|
|
|
|
|
|
|
Long-term capital lease obligations
|
|
$
|
145,693
|
|
|
|
|
|
|
|
|
|
The equipment under capital lease at December 31, 2006 is included in the
accompanying balance sheet under the following captions:
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
$
|
269,948
|
|
|
Less accumulated depreciation
|
|
|
39,488
|
|
|
|
|
|
|
|
Net book value
|
|
$
|
230,460
|
|
|
|
|
|
|
|
|
|
These assets are amortized over three to seven years using the straight-line method
and amortization is included in depreciation expense.
|
|
|
|
|
|
Depreciation expense totaled $27,141 and $22,637 for the years ended December 31,
2006 and 2005, respectively.
|
F-14
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 5.
|
|
Related Party Notes Payable
|
|
|
|
|
|
During 2005, the Company entered into an agreement with the Estates of Edward R.
Funk and Ingeborg V. Funk. The Company was indebted to the Estates in the amount of
$289,391.92. The Estate agreed to cancel $288,000 of the indebtedness in exchange
for 144,000 shares of common stock and warrants to purchase an additional 36,000
shares of common stock at $3.00 per share exercisable until October 2010. The
Company transferred to the Estates $1,391.92 in full satisfaction of the remaining
amount of the indebtedness.
|
|
|
|
|
|
In November of 2004, a director agreed to loan the Company up to $200,000 for
working capital, to be drawn by the Company in increments of $50,000. The interest
rate was Huntington National Banks prime rate plus 2%, which accrued and compounded
monthly. The loan was secured by the Companys assets and perfected by the filing
of a UCC-1 financing statement. For each $50,000 increment drawn on the loan the
director received 5,000 warrants to purchase the Companys common stock, without par
value, at a purchase price of $2.50 per share and exercisable until November 1,
2009. The loan was drawn on the following schedule: November 3, 2004, $100,000;
January 7, 2005, $50,000; and April 1, 2005, $50,000. The loan balance (principal
and accrued interest) was repaid in October 2005 and the UCC-1 financing statement
was terminated.
|
|
|
|
|
|
In April of 2005, the same director who agreed to provide a loan to the Company in
November 2004, agreed to provide an additional $200,000 convertible secured loan to
the Company for working capital. The interest rate of 10% accrued and compounded
monthly. The loan was drawn on the following schedule: April 14, 2005, $100,000;
and May 20, 2005, $100,000. Because the Company completed equity financing of at
least $500,000 during the fourth quarter of 2005, the principal and accrued interest
totaling $209,110 automatically converted on the same basis as the new financing to
104,555 shares of common stock ($2.00 per share) and warrants to purchase an
aggregate of 26,139 shares of the Companys common stock at a purchase price of
$3.00 per share exercisable until October 2010.
|
|
|
|
Note 6.
|
|
Common and Preferred Stock
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
7,000 stock options were exercised during 2006 resulting in proceeds of $12,000.
The exercise price for these options ranged from $1.00 to $2.00.
|
|
|
|
|
|
In 2005, the Company, in a private placement to seven accredited investors sold
693,000 shares of its common stock, without par value, at a purchase price of $2.00
per share. As part of the private placement, the accredited investors also received
warrants to purchase 173,250 shares of the Companys common stock, without par
value, at a purchase price of $3.00 per share exercisable until October 2010. The
net proceeds received from the sale of common stock were $1,348,912. Of the net
proceeds, the warrants were valued at $304,484, which was recorded as additional
paid-in capital.
|
|
|
|
|
|
In April of 2005, as mentioned in note 5, a director agreed to provide a $200,000
convertible secured loan to the Company for working capital. Because the Company
completed equity financing of at least $500,000 during 2005, the principal and
accrued interest totaling $209,110 automatically converted on the same basis as the
new financing
|
F-15
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 6.
|
|
Common and Preferred Stock (continued)
|
|
|
|
|
|
to 104,555 shares of common stock ($2.00 per share) and warrants to purchase 26,139
shares of the Companys common stock at a purchase price of $3.00 per share
exercisable until October 2010.
|
|
|
|
|
|
During 2005, the Company entered into an agreement with the Estate of Edward R.
Funk. The Company was indebted to the Estate in the amount of $188,411.71. The
Estate agreed to cancel $188,000 of the indebtedness in exchange for 94,000 shares
of common stock and warrants to purchase an additional 23,500 shares of common stock
at $3.00 per share exercisable until October 2010. The Company transferred to the
Estate $411.71 in full satisfaction of the remaining amount of the indebtedness.
|
|
|
|
|
|
Also, during 2005, the Company entered into an agreement with the Estate of Ingeborg
V. Funk. The Company was indebted to the Estate in the amount of $100,980.21. The
Estate agreed to cancel $100,000 of the indebtedness in exchange for 50,000 shares
of common stock and warrants to purchase an additional 12,500 shares of common stock
at $3.00 per share exercisable until October 2010. The Company transferred to the
Estate $980.21 in full satisfaction of the remaining amount of the indebtedness.
|
|
|
|
|
|
In addition, during 2005, the Company entered into an agreement with Porter, Wright,
Morris & Arthur LLP (PWMA). The Company was indebted to PWMA for legal services
rendered to the Company. PWMA agreed to cancel $90,000 of the indebtedness in
exchange for 45,000 shares of common stock and warrants to purchase an additional
11,250 shares of common stock at $3.00 per share exercisable until October 2010.
|
|
|
|
|
|
Preferred Stock
|
|
|
|
|
|
Shares of preferred stock authorized and outstanding at December 31, 2006 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Shares
|
|
|
|
|
Authorized
|
|
|
Outstanding
|
|
|
Cumulative Preferred Stock
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voting Preferred Stock
|
|
|
125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Voting Preferred Stock
|
|
|
125,000
|
(a)
|
|
|
25,185
|
(b)
|
|
|
|
|
|
(a)
|
|
Includes 700 shares of Series A Preferred Stock and 100,000
shares of Series B Preferred Stock authorized for issuance.
|
|
|
|
(b)
|
|
Series B Preferred Stock outstanding at December 31, 2006
|
|
|
|
In June 1995, the Company completed an offering of 215 shares of $1,000 stated value
1995 Series A 10% non-voting convertible preferred stock. In January 1996, the
Company completed an offering of 70,000 shares of $10 stated value 1995 Series B 10%
non-voting convertible preferred stock. The Series A shares are convertible to
common shares at the rate of $6.00 per share and Series B shares at the rate of
$5.00 per share. At the Companys option, Series A and Series B shares are
redeemable at 103% of the stated value plus the amount of any accrued and unpaid
cash dividends.
|
F-16
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 6.
|
|
Common and Preferred Stock (Continued)
|
|
|
|
|
|
The Company redeemed the Series A preferred stock in 2003. During 2006 and 2005, no
Series B cash dividends were paid. At December 31, 2006 the Company has accrued
dividends on Series B preferred stock of $100,740, which is included in convertible
preferred stock, Series B on the balance sheet at December 31, 2006.
|
|
|
|
|
|
Earnings Per Share
|
|
|
|
|
|
Basic income (loss) per share is calculated as income available to common
stockholders divided by the weighted average of common shares outstanding. Diluted
earnings per share is calculated as diluted income (loss) available to common
stockholders divided by the diluted weighted average number of common shares.
Diluted weighted average number of common shares has been calculated using the
treasury stock method for Common Stock equivalents, which includes Common Stock
issuable pursuant to stock options and Common Stock warrants.
|
|
|
|
|
|
At December 31, 2005 all outstanding common stock equivalents which include
preferred stock, Series B, employee and director stock options and warrants were
antidilutive due to the net loss.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Options
|
|
|
590,750
|
|
|
|
590,250
|
|
|
Warrants
|
|
|
651,987
|
|
|
|
651,987
|
|
|
Preferred Series B
|
|
|
50,370
|
|
|
|
50,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,293,107
|
|
|
|
1,292,607
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is provided to reconcile the earnings per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Income (loss) applicable to common shares
|
|
$
|
277,083
|
|
|
$
|
(358,405
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic
|
|
|
3,427,236
|
|
|
|
2,665,078
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutions stock options and warrants
|
|
|
555,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted
|
|
|
3,982,905
|
|
|
|
2,665,078
|
|
|
|
|
|
|
|
|
|
F-17
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 7.
|
|
Stock Option Plans
|
|
|
|
|
|
On June 9, 2006, shareholders approved the Superconductive Components, Inc. 2006
Stock Incentive Plan (the 2006 Plan), which replaced the 1995 Stock Option Plan
(the 1995 Plan). The Company adopted the 2006 Plan as incentive to key employees,
directors and consultants under which options to purchase up to 600,000 shares of
the Companys common stock may be granted, subject to the execution of stock option
agreements. Incentive stock options may be granted to key employees of the Company
and non-statutory options may be granted to directors who are not employees and to
consultants and advisors who render services to the Company. Options may be
exercised for periods up to 10 years from the date of grant at prices not less than
100% of fair market value on the date of grant. As of December 31, 2006 there were
42,500 stock options outstanding from the 2006 Plan. On September 29, 1995, the
Company adopted the 1995 Stock Option Plan (the 1995 Plan) as incentive to key
employees, directors and consultants. As of December 31, 2006 there were 548,250
stock options outstanding from the 1995 Plan. The Company adopted the 1995 Plan as
incentive to key employees, directors and consultants under which options to
purchase up to 900,000 shares of the Companys common stock may be granted, subject
to the execution of stock option agreements.
|
|
|
|
|
|
In 2005, the Company elected to accelerate the vesting of incentive stock options on
149,500 shares of its common stock. The decision to accelerate vesting of these
stock options was made primarily to allow the Company to avoid recognizing non-cash
compensation cost on future financial statements, as required by a new accounting
rule. Because these options had exercise prices below the market value at the time
of acceleration the Company recognized non-cash compensation expense of $27,215 in
2005.
|
|
|
|
|
|
The cumulative status at December 31, 2006 and 2005 of options granted and
outstanding, as well as options which became exercisable in connection with the
Stock Option Plans is summarized as follows:
|
|
|
|
|
|
Employee Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
Stock Options
|
|
|
Exercise Price
|
|
|
Outstanding at December 31, 2004
|
|
|
311,250
|
|
|
$
|
1.89
|
|
|
Granted
|
|
|
40,000
|
|
|
|
2.40
|
|
|
Expired
|
|
|
(23,000
|
)
|
|
|
2.00
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2005
|
|
|
328,250
|
|
|
$
|
1.95
|
|
|
Granted
|
|
|
42,500
|
|
|
|
3.25
|
|
|
Exercised
|
|
|
(7,000
|
)
|
|
|
1.71
|
|
|
Forfeited
|
|
|
(20,000
|
)
|
|
|
2.13
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006
|
|
|
343,750
|
|
|
$
|
2.11
|
|
|
|
|
|
|
|
|
|
|
Shares exercisable at December 31, 2005
|
|
|
328,250
|
|
|
$
|
1.95
|
|
|
Shares exercisable at December 31, 2006
|
|
|
301,250
|
|
|
$
|
1.94
|
|
F-18
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 7.
|
|
Stock Option Plans (continued)
|
|
|
|
|
|
Non-Employee Director Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
Stock Options
|
|
|
Exercise Price
|
|
|
Outstanding at December 31, 2004
|
|
|
164,000
|
|
|
$
|
2.01
|
|
|
Granted
|
|
|
100,000
|
|
|
|
3.20
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(17,000
|
)
|
|
|
2.11
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2005
|
|
|
247,000
|
|
|
|
2.48
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006
|
|
|
247,000
|
|
|
$
|
2.48
|
|
|
|
|
|
|
|
|
|
|
Shares exercisable at December 31, 2005
|
|
|
247,000
|
|
|
$
|
2.48
|
|
|
Shares exercisable at December 31, 2006
|
|
|
247,000
|
|
|
$
|
2.48
|
|
|
|
|
Exercise prices for options range from $1.00 to $4.00 for options at December 31,
2006. The weighted average option price for all options outstanding is $2.25 with a
weighted average remaining contractual life of 6.4 years.
|
|
|
|
|
|
The weighted average fair values at date of grant for options granted during 2006
and 2005 were $3.03 and $2.75, respectively, and were estimated using the
Black-Scholes option valuation model with the following weighted average
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Expected life in years
|
|
|
7.0
|
|
|
|
7.0
|
|
|
Interest rate
|
|
|
5
|
%
|
|
|
5
|
%
|
|
Volatility
|
|
|
107.55
|
%
|
|
|
110.77
|
%
|
|
Dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
|
Note 8.
|
|
Purchase Commitments
|
|
|
|
|
|
Equipment purchases commitments approximate $636,000 at December 31, 2006.
|
|
|
|
|
|
The Company was approved for a loan from the Ohio Department of Developments
Innovation Ohio Loan Fund in the fourth quarter of 2006. This loan, in the amount
of $631,687 at an interest rate of 7.5% plus certain fees over 7 years, will be used
for the purchase of production equipment. The equipment is expected to be in
service during the second half of 2007.
|
|
|
|
|
|
In addition, estimated purchase commitments for inventories approximate $149,000
(see Note 2A) at December 31, 2006.
|
F-19
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 9.
|
|
Warrants Issued and Vested
|
|
|
|
|
|
The cumulative status at December 31, 2006 of warrants issued and vested is
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue
|
|
Expiration
|
|
Warrant
|
|
Issued
|
|
|
Vested
|
|
|
Consideration
|
|
Date
|
|
Date
|
|
Price
|
|
|
150,000
|
|
|
|
150,000
|
|
|
Subordinated Notes Payable
|
|
Jan-00
|
|
Jan-10
|
|
$2.50(c)
|
|
|
148,302
|
(a)
|
|
|
84,930
|
|
|
Convertible Promissory Note
|
|
Jun-03
|
|
Jun-08
|
|
$1.00(d)
|
|
|
10,000
|
(b)
|
|
|
10,000
|
|
|
Lease Guarantee
|
|
Jun-03
|
|
Jun-08
|
|
$1.00(d)
|
|
|
122,918
|
|
|
|
122,918
|
|
|
Private Equity Offering
|
|
May-04
|
|
May-09
|
|
$2.88(d)
|
|
|
17,500
|
|
|
|
17,500
|
|
|
Consulting Services
|
|
May-04
|
|
May-09
|
|
$2.88(d)
|
|
|
20,000
|
|
|
|
20,000
|
|
|
Revolving Promissory Note
|
|
Nov-04
|
|
Nov-09
|
|
$2.50(d)
|
|
|
246,639
|
|
|
|
246,639
|
|
|
Private Equity Offering
|
|
Oct-05
|
|
Oct-10
|
|
$3.00(d)
|
|
|
|
|
|
(a)
|
|
The Company issued 148,302 warrants to purchase common stock
of the Company subject to vesting. As a result of the conversion of the
promissory notes on May 13, 2004, no additional vesting accrued and the number
of shares of common stock issuable under the warrants is fixed at 84,930.
|
|
|
|
(b)
|
|
The Company issued 10,000 warrants to purchase common stock
of the Company subject to vesting. The warrants vested according to the
following schedule: (i) 4,600 on the date of grant; and (ii) 5,400 vested at a
rate of 150 per month for 36 months.
|
|
|
|
(c)
|
|
At fair market value.
|
|
|
|
(d)
|
|
Above fair market value.
|
|
Note 10.
|
|
Income Taxes
|
|
|
|
|
|
Deferred tax assets and liabilities result from temporary differences in the
recognition of income and expense for tax and financial reporting purposes.
Significant components of the Companys deferred tax assets and liabilities are as
follows at December 31, 2006.
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
NOL Carryforward
|
|
$
|
2,242,000
|
|
|
UNICAP
|
|
|
13,000
|
|
|
Allowance for doubtful accounts
|
|
|
10,000
|
|
|
Reserve for obsolete inventory
|
|
|
29,000
|
|
|
Property and equipment
|
|
|
(42,000
|
)
|
|
|
|
|
|
|
|
|
|
2,252,000
|
|
|
Valuation allowance
|
|
|
2,252,000
|
|
|
|
|
|
|
|
Net
|
|
$
|
|
|
|
|
|
|
|
F-20
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 10.
|
|
Income Taxes (continued)
|
|
|
|
|
|
A valuation allowance has been recorded against the realizability of the net
deferred tax asset, such that no value is recorded for the asset in the accompanying
financial statements. The valuation allowance totaled $2,252,000 and $2,517,000 at
December 31, 2006 and 2005, respectively.
|
|
|
|
|
|
The Company has net operating loss carryovers available for federal and state tax
purposes of approximately $5,898,000, which expire in varying amounts through 2026.
|
|
|
|
|
|
For the years ended December 31, 2006 and 2005, a reconciliation of the statutory
rate and effective rate for the provisions for income taxes consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Federal statutory rate
|
|
|
34.0
|
|
|
|
34.0
|
|
|
Valuation allowance
|
|
|
(34.0
|
)
|
|
|
(34.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Effective rate
|
|
|
|
%
|
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
The expense (benefit) for income taxes consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Current expense
|
|
$
|
|
|
|
$
|
|
|
|
Deferred expense:
|
|
|
|
|
|
|
|
|
|
NOL (utilization) accumulation
|
|
|
(223,000
|
)
|
|
|
142,000
|
|
|
Other temporary differences
|
|
|
(42,000
|
)
|
|
|
(7,000
|
)
|
|
Change in valuation allowance
|
|
|
265,000
|
|
|
|
(135,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Note 11.
|
|
Related Party Transactions
|
|
|
|
|
|
The Company had trade payables, shareholders of $7,920 at December 31, 2004,
pertaining to reimbursement for purchase of goods and services obtained for Company
purposes. In 2005 the Estate of the shareholder agreed to cancel the indebtedness
in exchange for 3,960 shares of common stock and warrants to purchase an additional
990 shares of common stock at $3.00 per share exercisable until October 2010.
|
F-21
SUPERCONDUCTIVE COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
|
Note 11.
|
|
Related Party Transactions (continued)
|
|
|
|
|
|
Interest expense, shareholders was $0 and $70,684 for the years ended December 31,
2006 and 2005, respectively.
|
|
|
|
|
|
For additional information regarding related party transactions, see Notes 5, 6 and
9.
|
|
|
|
Note 12.
|
|
Fair Value of Financial Instruments
|
|
|
|
|
|
The fair value of financial instruments represents the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced sale or liquidation. Significant differences can arise
between the fair value and carrying amount of financial instruments that are
recognized at historical cost amounts.
|
|
|
|
|
|
The following methods and assumptions were used by the Company in estimating fair
value disclosures for financial instruments:
|
|
|
|
|
Cash and cash equivalents, short-term debt and current maturities of
long-term debt: Amounts reported in the balance sheet approximate fair market
value due to the short maturity of these instruments.
|
|
|
|
|
|
|
Long-term capital lease obligations: Amounts reported in the balance sheet
approximate fair value as the interest rates on these obligations range from
7.8% to 18.5%.
|
|
Note 13.
|
|
Asset Retirement Obligation
|
|
|
|
|
|
Included in machinery and equipment is various production equipment, which per the
Companys building lease, is required to be removed upon termination of the lease.
Included in accrued expenses in the accompanying balance sheet is the asset
retirement obligation that represents the expected present value of the liability to
remove this equipment. There are no assets that are legally restricted for purposes
of settling this asset retirement obligation.
|
|
|
|
|
|
Following is a reconciliation of the aggregate retirement liability associated with
the Companys obligation to dismantle and remove the machinery and equipment
associated with its lease of its previous facility and the current facility. The
Company moved to its current facility in first quarter 2004.
|
|
|
|
|
|
|
|
Balance at December 31, 2005
|
|
$
|
2,410
|
|
|
Increase in present value of the obligation
(accretion expense in the corresponding amount
charged against earnings)
|
|
|
3,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
5,722
|
|
|
|
|
|
|
F-22