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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-Q (Mark One) þ
    
    Quarterly report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended April 2, 2005
 o
    
    Transition report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number 0-21074 SUPERCONDUCTOR TECHNOLOGIES INC.  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    77-0158076
(IRS Employer
Identification No.)
 460 Ward Drive,
Santa Barbara, California 93111-2356
(Address of principal executive offices & zip code) (805) 690-4500
(Registrants telephone number including area code)   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ      No o Indicate
by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of
the Exchange Act Yes þ      No o As of May 5, 2005 there were 107,711,026 shares of the Registrants Common Stock outstanding.   1




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SUPERCONDUCTOR TECHNOLOGIES INC. INDEX TO FORM 10-Q Three Months Ended April 2, 2005 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
    
    
    3WHERE YOU CAN FIND MORE INFORMATION
    
    
    3PART I -
    
    FINANCIAL INFORMATIONITEM 1  Financial StatementsCondensed Consolidated Statement of Operations
    
    
    4Condensed Consolidated Balance Sheet
    
    
    5Condensed Consolidated Statement of Cash Flows
    
    
    6Notes to Unaudited Interim Condensed Consolidated Financial Statements.
    
    
    7ITEM 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28ITEM 4. Disclosure Controls and Procedures
    
    
    28PART II -
    
    OTHER INFORMATIONITEM 1  Legal Proceedings
    
    
    28ITEM 5  Other Information
    
    
    29ITEM 6  Exhibits
    
    
    29SIGNATURE
    
    
    31Exhibit 10.1Exhibit 10.2Exhibit 10.4Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
 2




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that involve risks and uncertainties. We have
made these statements in reliance on the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Our forward-looking statements relate to future events or our
future performance and include, but are not limited to, statements concerning our business
strategy, future commercial revenues, market growth, capital requirements, new product
introductions, expansion plans and our funding requirements. Other statements contained in our
filings that are not historical facts are also forward-looking statements. We have tried, wherever
possible, to identify forward-looking statements by terminology such as may, will, could,
should, expects, anticipates, intends, plans, believes, seeks, estimates and other
comparable terminology. Forward-looking statements are not guarantees of future performance and are subject to various
risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may
differ materially from those expressed in forward-looking statements. They can be affected by many
factors, including, those discussed under the captions Managements Discussion and Analysis of
Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q and
BusinessAdditional Factors That May Affect Our Future Results in our 2004 Annual Report on Form
10-K. Forward-looking statements are based on information presently available to senior
management, and we do not assume any duty to update our forward-looking statements. 
 WHERE YOU CAN FIND MORE INFORMATION As a public company, we are required to file annually, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any of our materials on file
with the SEC at the SECs Public Reference Room at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, DC 20549, as well as at the SECs regional office at 5757 Wilshire Boulevard, Suite
500, Los Angeles, California 90036. Our filings are available to the public over the Internet at
the SECs website at http:\\.www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. We also provide copies of our Forms 8-K, 10-K, 10-Q,
Proxy and Annual Report at no charge to investors upon request and make electronic copies of our
most recently filed reports available through our website at www.suptech.com as soon as reasonably
practicable after filing such material with the SEC. 3




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PART I. FINANCIAL INFORMATION 
 Item 1. Financial Statements SUPERCONDUCTOR TECHNOLOGIES INC. 
 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS  Three Months EndedApril 3, 2004
    
    
    April 2, 2005Net revenues:Commercial product revenues
    
    $
    3,183,000
    
    
    $
    3,768,000Government and other contract revenues
    
    
    2,241,000
    
    
    
    571,000Sub license royalties
    
    
    20,000
    
    
    
    15,000Total net revenues
    
    
    5,444,000
    
    
    
    4,354,000Costs and expenses:Cost of commercial product revenues
    
    
    3,783,000
    
    
    
    4,199,000Contract research and development
    
    
    1,512,000
    
    
    
    683,000Other research and development
    
    
    1,339,000
    
    
    
    1,161,000Selling, general and administrative
    
    
    4,617,000
    
    
    
    3,782,000Restructuring expenses
    
    
    
    
    
    
    84,000Total costs and expenses
    
    
    11,251,000
    
    
    
    9,909,000Loss from operations
    
    
    (5,807,000
    )
    
    
    (5,555,000
    )Interest income
    
    
    24,000
    
    
    
    57,000Interest expense
    
    
    (127,000
    )
    
    
    (39,000
    )Net loss
    
    $
    (5,910,000
    )
    
    $
    (5,537,000
    )Basic and diluted loss per common share
    
    $
    (0.09
    )
    
    $
    (0.05
    )Weighted average number of common
shares outstanding
    
    
    69,042,053
    
    
    
    107,711,026
 See accompanying notes to the condensed consolidated financial statements 4




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SUPERCONDUCTOR TECHNOLOGIES INC. 
 CONDENSED CONSOLIDATED BALANCE SHEET
  December 31,
    
    
    April 2,2004
    
    
    2005(See Note)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    12,802,000
    
    
    $
    7,480,000Accounts receivable, net
    
    
    1,434,000
    
    
    
    1,227,000Inventory, net
    
    
    9,327,000
    
    
    
    8,919,000Insurance settlement receivable
    
    
    4,000,000
    
    
    
    4,000,000Prepaid expenses and other current assets
    
    
    906,000
    
    
    
    826,000Total Current Assets
    
    
    28,469,000
    
    
    
    22,452,000Property and equipment, net of accumulated depreciation of
$15,189,000 and $15,829,000, respectively
    
    
    10,303,000
    
    
    
    9,678,000Patents, licenses and purchased technology, net of accumulated
amortization
of $768,000 and $849,000, respectively
    
    
    2,833,000
    
    
    
    2,794,000Goodwill
    
    
    20,107,000
    
    
    
    20,107,000Other assets
    
    
    646,000
    
    
    
    519,000Total Assets
    
    $
    62,358,000
    
    
    $
    55,550,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Line of credit
    
    $
    938,000
    
    
    $
    662,000Accounts payable
    
    
    2,691,000
    
    
    
    2,855,000Accrued expenses
    
    
    4,601,000
    
    
    
    3,614,000Legal settlement liability
    
    
    4,050,000
    
    
    
    4,050,000Current portion of capitalized lease obligations and long term debt
    
    
    43,000
    
    
    
    30,000Total Current Liabilities
    
    
    12,323,000
    
    
    
    11,211,000Capitalized lease obligations and long term-debt
    
    
    33,000
    
    
    
    28,000Other long term liabilities
    
    
    753,000
    
    
    
    599,000Total Liabilities
    
    
    13,109,000
    
    
    
    11,838,000Commitments and contingencies-Notes 6, 8 and 9Stockholders Equity:Preferred stock, $.001 par value, 2,000,000 shares authorized,
none issued and outstanding
    
    
    
    
    
    
    Common stock, $.001 par value, 125,000,000 shares
authorized, 107,711,026 shares issued and outstanding
    
    
    108,000
    
    
    
    108,000Capital in excess of par value
    
    
    196,983,000
    
    
    
    196,983,000Notes receivable from stockholder
    
    
    (820,000
    )
    
    
    (820,000
    )Accumulated deficit
    
    
    (147,022,000
    )
    
    
    (152,559,000
    )Total Stockholders Equity
    
    
    49,249,000
    
    
    
    43,712,000Total Liabilities and Stockholders Equity
    
    $
    62,358,000
    
    
    $
    55,550,000
 See accompanying notes to the condensed consolidated financial statements  5




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SUPERCONDUCTOR TECHNOLOGIES INC. 
 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  Three Months EndedApril 3, 2004
    
    
    April 2, 2005CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (5,910,000
    )
    
    $
    (5,537,000
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation and amortization
    
    
    869,000
    
    
    
    741,000Provision for excess and obsolete inventories
    
    
    88,000
    
    
    
    90,000Forgiveness of note receivable
    
    
    
    
    
    
    150,000Changes in assets and liabilities:Accounts receivable
    
    
    6,181,000
    
    
    
    207,000Inventory
    
    
    (4,663,000
    )
    
    
    318,000Prepaid expenses and other current assets
    
    
    125,000
    
    
    
    80,000Patents, licenses and purchased technology
    
    
    (118,000
    )
    
    
    (43,000
    )Other assets
    
    
    
    
    
    
    (23,000
    )Accounts payable, accrued expenses and other long-
term liabilities
    
    
    (502,000
    )
    
    
    (181,000
    )Net cash used in operating activities
    
    
    (3,930,000
    )
    
    
    (4,198,000
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (1,052,000
    )
    
    
    (33,000
    )Net cash used in investing activities
    
    
    (1,052,000
    )
    
    
    (33,000
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from short-term borrowings
    
    
    1,188,000
    
    
    
    662,000Payments on short-term borrowings
    
    
    (3,308,000
    )
    
    
    (938,000
    )Payments on long-term obligations
    
    
    (595,000
    )
    
    
    (18,000
    )Proceeds from exercise of stock options and warrants
    
    
    473,000
    
    
    
    Payment of common stock issuance costs
    
    
    
    
    
    
    (797,000
    )Net cash used in financing activities
    
    
    (2,242,000
    )
    
    
    (1,091,000
    )Net decrease in cash and cash equivalents
    
    
    (7,224,000
    )
    
    
    (5,322,000
    )Cash and cash equivalents at beginning of period
    
    
    11,144,000
    
    
    
    12,802,000Cash and cash equivalents at end of period
    
    $
    3,920,000
    
    
    $
    7,480,000
 See accompanying notes to the condensed consolidated financial statements. 6




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SUPERCONDUCTOR TECHNOLOGIES INC. 
 NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED 1. General Superconductor Technologies Inc. (the Company) was incorporated in Delaware on May 11, 1987
and maintains its headquarters in Santa Barbara, California. The Company has operated in a single
industry segment, the research, development, manufacture and marketing of high-performance filters
to service providers and original equipment manufacturers in the mobile wireless communications
industry. The Companys research and development contracts are used as a source of funds for its
commercial technology development. The Companys principal commercial product, the
SuperLinkÒ, combines high-temperature superconductors with cryogenic cooling technology to
produce a filter with significant advantages over conventional filters. From 1987 to 1997, the
Company was engaged primarily in research and development and generated revenues primarily from
government research contracts. The Company continues to be involved as either contractor or subcontractor on a number of
contracts with the United States government. These contracts have been and continue to provide a
significant source of revenues for the Company. For the three months ended April 3, 2004 and April
2, 2005, government related contracts account for 41% and 13%, respectively, of the Companys net
revenues. The unaudited consolidated financial information furnished herein has been prepared in
accordance with generally accepted accounting principles and reflects all adjustments, consisting
only of normal recurring adjustments, which in the opinion of management, are necessary for a fair
statement of the results of operations for the periods presented. The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the amounts reported
in the financial statements and the accompanying notes. Actual results could differ from those
estimates and such differences may be material to the financial statements. This quarterly report
on Form 10-Q should be read in conjunction with the Companys Form 10-K for the year ended December
31, 2004. The results of operations for the three months ended April 2, 2005 are not necessarily
indicative of results for the entire fiscal year ending December 31, 2005. 2. Summary of Significant Accounting Policies Basis of Presentation In 2004, the Company incurred a net loss of $31,217,000 and negative cash flows from
operations of $21,580,000. In response, the Company reduced direct and indirect labor and cut
fixed costs. The Company also consolidated its operations in Sunnyvale into its Santa Barbara
facility and accelerated the implementation of a new lower cost wafer deposition process. In the
first quarter of 2005, the Company incurred a net loss of $5,537,000 and negative cash flows from
operations of $4,198,000. The principal sources of the Companys liquidity consists of existing cash balances and funds
expected to be generated from future operations. The Company believes that its existing cash
resources, together with its line of credit and a planned inventory reduction, will be sufficient
to fund its planned operations for at least the next twelve months. The Company has more inventory
than required for current sales volumes and plans to use its excess inventory as a material source
of funding in 2005. The Company believes the key factors to its liquidity in 2005 will be its
ability to successfully execute on its plans to increase sales levels and to convert excess
inventory to cash. There is no assurance that the Company will be able to increase sales levels or
to sell excess inventory. Its cash requirements will also depend on numerous other variable
factors, including the rate of growth of sales, the timing and levels of products purchased,
payment terms and credit limits from manufacturers, and the timing and level of accounts receivable
collections. If actual cash flows deviate significantly from forecasted amounts, the Company may require
additional financing in the next twelve months. There is no assurance that additional financing
(public or private) will be available on acceptable terms 7




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or at all. If the Company issues additional equity securities to raise funds, the ownership
percentage of its existing stockholders would be reduced. New investors may demand rights,
preferences or privileges senior to those of existing holders of common stock. If the Company
cannot raise any needed funds, it might be forced to make further substantial reductions in its
operating expenses, which could adversely affect its ability to implement its current business plan
and ultimately its viability as a company. The Companys financial statements have been prepared assuming that it will continue as a
going concern. The factors described above raise substantial doubt about its ability to continue
as a going concern. These financial statements do not include any adjustments that might result
from this uncertainty. Principles of Consolidation The interim condensed consolidated financial statements include the accounts of Superconductor
Technologies Inc. and its wholly owned subsidiaries . All significant intercompany transactions
have been eliminated from the consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of
three months or less. Cash and cash equivalents are maintained with quality financial institutions
and from time to time exceed FDIC limits. Accounts Receivable The Company sells predominantly to entities in the wireless communications industry and to
entities of the United States government. The Company grants uncollateralized credit to its
customers. The Company performs ongoing credit evaluations of its customers before granting credit.
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The
allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our
existing accounts receivable. The Company determines the allowance based on historical write-off
experience. Past due balances are reviewed for collectibility. Accounts balances are charged off
against the allowance when the Company deems it is probable the receivable will not be recovered.
The Company does not have any off balance sheet credit exposure related to its customers. Revenue Recognition Commercial revenues are principally derived from the sale of the Companys SuperLink®,
AmpLink, and SuperPlex products and are recognized once all of the following conditions have been
met: a) an authorized purchase order has been received in writing, b) customers credit worthiness
has been established, c) shipment of the product has occurred, d) title has transferred, and e) if
stipulated by the contract, customer acceptance has occurred and all significant vendor
obligations, if any, have been satisfied. Contract revenues are principally generated under research and development contracts.
Contract revenues are recognized utilizing the percentage-of-completion method measured by the
relationship of costs incurred to total estimated contract costs. If the current contract estimate
were to indicate a loss, utilizing the funded amount of the contract, a provision would be made for
the total anticipated loss. Revenues from research related activities are derived primarily from
contracts with agencies of the United States Government. Credit risk related to accounts
receivable arising from such contracts is considered minimal. These contracts include cost-plus,
fixed price and cost sharing arrangements and are generally short-term in nature. All payments to the Company for work performed on contracts with agencies of the U.S.
Government are subject to adjustment upon audit by the Defense Contract Audit Agency. Contract
audits through 2002 are closed. Based on historical experience and review of current projects in
process, management believes that the audits will not have a significant effect on the financial
position, results of operations or cash flows of the Company. Warranties The Company offers warranties generally ranging from one to five years, depending on the
product and negotiated terms of purchase agreements with its customers. Such warranties require
the Company to repair or replace defective product returned to the Company during such warranty
period at no cost to the customer. An estimate by the Company for warranty related costs is
recorded by the Company at the time of sale based on its actual historical product return rates and
expected repair costs. Such costs have been within managements expectations. 8




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Guarantees In connection with the sales and manufacturing of its commercial products, the Company
indemnifies, without limit or term, its customers and contract manufactures against all claims,
suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from
actual or alleged infringement or misappropriation of any intellectual property relating to its
products or other claims arising from its products. The Company cannot reasonably develop an
estimate of the maximum potential amount of payments that might be made under its guarantee because
of the uncertainty as to whether a claim might arise and how much it might total. Historically, the
Company has not incurred any expenses related to these guarantees. Research and Development Costs Research and development costs are expensed as incurred and include salary, facility,
depreciation and material expenses. Research and development costs incurred solely in connection
with research and development contracts are charged to contract research and development expense.
Other research and development costs are charged to other research and development expense. Inventories Inventories are stated at the lower of cost or market, with costs primarily determined using
standard costs, which approximate actual costs utilizing the first-in, first-out method. Provision
for potentially obsolete or slow moving inventory is made based on managements analysis of
inventory levels and sales forecasts. Costs associated with idle capacity are expensed immediately. Property and Equipment Property and equipment are recorded at cost. Equipment is depreciated using the straight-line
method over their estimated useful lives ranging from three to five years. Leasehold improvements
and assets financed under capital leases are amortized over the shorter of their useful lives or
the lease term. Furniture and fixtures are depreciated over seven years. Expenditures for additions
and major improvements are capitalized. Expenditures for minor tooling, repairs and maintenance
and minor improvements are charged to expense as incurred. When property or equipment is retired
or otherwise disposed of, the related cost and accumulated depreciation are removed from the
accounts. Gains or losses from retirements and disposals are recorded as other income or expense. Patents, Licenses and Purchased Technology Patents and licenses are recorded at cost and are amortized using the straight-line method
over the shorter of their estimated useful lives or approximately seventeen years. Purchased
technology acquired through the acquisition of Conductus, Inc. is recorded at its estimated fair
value and is amortized using the straight-line method over seven years. Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired in
connection with the acquisition of Conductus in December 2002. Conductus was acquired primarily
for the synergies the acquisition would bring to our existing business of developing, manufacturing
and marketing products for the commercial wireless telecommunications business and for the
synergies it would have on the Companys fund raising abilities. Goodwill is tested for impairment annually in the fourth quarter after the annual planning
process, or earlier if events occur which require an impairment analysis be performed. The Company
operates in a single business segment as a single reporting unit. The first step of the impairment
test, used to identify potential impairment, compares the fair value based on market capitalization
of the entire Company with its book value of its net assets, including goodwill. The market
capitalization of the Company is based the closing price of its common stock as traded on NASDAQ
multiplied by its outstanding common shares. If the fair value of the Company exceeds the book
value of its net assets, goodwill of the Company is not considered impaired. If the book value of
the net assets of the Company exceeds its fair value, the second step of the goodwill impairment
test shall be performed to measure the amount of impairment loss. The second step of the goodwill
impairment test, used to measure the amount of impairment loss, compares the implied fair value of
the goodwill with the book value of that goodwill. If the carrying amount of the reporting unit
goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in
an amount equal to that excess. At December 31, 2004, the fair value of the Company based on its
market capitalization totaled $149.7 million, which was in excess of the total book value of the
Company. Therefore, the Companys goodwill was not 9




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considered impaired. Long-Lived Assets The realizability of long-lived assets is evaluated periodically as events or circumstances
indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer
be used in business are written off in the period identified since they will no longer generate any
positive cash flows for the Company. Periodically, long lived assets that will continue to be used
by the Company need to be evaluated for recoverability. Such evaluation is based on various
analyses, including cash flow and profitability projections. The analyses necessarily involve
significant management judgment. In the event the projected undiscounted cash flows are less than
net book value of the assets, the carrying value of the assets will be written down to their
estimated fair value. The Company completed such an analysis as of the fourth quarter of 2004 and
determined that no write down was necessary. Restructuring Expenses Liability for costs associated with an exit or disposal activity are recognized when the
liability is incurred. Loss Contingencies In the normal course of business the Company is subject to claims and litigation, including
allegations of patent infringement. Liabilities relating to these claims are recorded when it is
determined that a loss is probable and the amount of the loss can be reasonably estimated. The
costs of defending the Company in such matters are expensed as incurred. Insurance proceeds
recoverable are recorded when deemed probable. Income Taxes The Company accounts for income taxes under the provisions of Statement of Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. SFAS 109 utilizes an
asset and liability approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the Companys
financial statements or tax returns. In estimating future tax consequences, SFAS 109 generally
considers all expected future events other than enactments of changes in the tax laws or rates.
Valuation allowances are established when necessary to reduce deferred tax assets to the amount
expected to be realized. Marketing Costs All costs related to marketing and advertising the Companys products are expensed as incurred
or at the time the advertising takes place. Advertising costs were not material in each of the
quarters ended April 3, 2004 and April 2, 2005. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding in each period.
Potentially dilutive shares are not included in the calculation of diluted loss per share because
their effect is antidilutive. Stock-based Compensation As permitted under Statement of Financial Accounting Standards No. 123 (SFAS 123),
Accounting for Stock-Based Compensation, the Company has elected to follow Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees in accounting for its stock
options and other stock-based employee awards. Pro forma information regarding net loss and loss
per share, as calculated under the provisions of SFAS 123, are disclosed in the notes to the
financial statements. The Company accounts for equity securities issued to non-employees in
accordance with the provision of SFAS 123 and Emerging Issues Task Force 96-18. If the Company had elected to recognize compensation expense for employee awards based upon
the fair value at the grant date consistent with the methodology prescribed by SFAS 123, the
Companys net loss and net loss per share would have been increased to the pro forma amounts
indicated below: 10




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Three Months EndedApril 3, 2004
    
    
    April 2, 2005Net loss:As reported
    
    $
    (5,910,000
    )
    
    $
    (5,537,000
    )Stock-based employee compensation included in net loss
    
    
    
    
    
    
    Stock-based compensation expense determined under
fair value method
    
    
    (1,668,000
    )
    
    
    (1,724,000
    )Pro forma
    
    $
    (7,578,000
    )
    
    $
    (7,261,000
    )Basic and Diluted Loss per Share
    
    $
    (0.09
    )
    
    $
    (0.05
    )As reportedStock-based compensation expense determined under
fair value method
    
    
    (0.02
    )
    
    
    (0.02
    )Pro forma
    
    $
    (0.11
    )
    
    $
    (0.07
    )
 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting
principles 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
periods. The significant estimates in the preparation of the financial statements relate to the
assessment of the carrying amount of accounts receivable, inventory, intangibles, goodwill,
estimated provisions for warranty costs, accruals for restructuring and lease abandonment costs,
income taxes and litigation. Actual results could differ from those estimates and such differences
may be material to the financial statements. Fair Value of Financial Instruments The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and
accrued expenses approximate fair value due to the short-term nature of these instruments. The
Company estimates that the carrying amount of the debt approximates fair value based on the
Companys current incremental borrowing rates for similar types of borrowing arrangements. Comprehensive Income (Loss) The Company has no items of other comprehensive income (loss) in any period other than its net
loss. Segment Information The Company operates in a single business segment, the research, development, manufacture and
marketing of high performance products used in cellular base stations to maximize the performance
of wireless telecommunications networks by improving the quality of uplink signals from mobile
wireless devices. Net commercial product revenues are primarily derived from the sales of the
Companys SuperLink, AmpLink and SuperPlex products. . We currently sell most of our product
directly to wireless network operators in the United States. Net revenues derived principally from
government research and development contracts are presented separately on the statement of
operations for all periods presented. Management views its government research and development
contracts as a supplementary source of revenue to fund its development of high temperature
superconducting products. Certain Risks and Uncertainties The Company has continued to incur operating losses. The Companys long-term prospects and
execution of its business plan are dependent upon the continued and increased market acceptance for
the product. The Company currently sells most of its products directly to wireless network operators in the
United States and its product sales have historically been concentrated in a small number of
customers. In 2004, ALLTEL and Verizon Wireless accounted 11




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for 87% of our net commercial revenues and 61% of accounts receivable. In the three months ended
April 2, 2005, ALLTEL and Verizon Wireless accounted for 87% of our commercial revenues and 60% of
accounts receivable. The loss of, or reduction in, sales to either of these customers could have a
material adverse effect on the Companys business, financial condition, results of operations and
cash flows. The Company currently relies on one supplier for purchases of high quality substrates for
growth of high-temperature superconductor films and a limited number of suppliers for other key
components of its products. The loss of any of these suppliers could have a material adverse effect
on the Companys business, financial condition, results of operations and cash flows. In connection with the sales of its commercial products, the Company indemnifies, without
limit or term, its customers against all claims, suits, demands, damages, liabilities, expenses,
judgments, settlements and penalties arising from actual or alleged infringement or
misappropriation of any intellectual property relating to its products or other claims arising from
its products. The Company cannot reasonably develop an estimate of the maximum potential amount of
payments that might be made under its guarantee because of the uncertainty as to whether a claim
might arise and how much it might total. Recent Accounting Pronouncements In
December 2004, the Financial Accounting Standards Board issued
SFAS No. 123(R) (revised
2004), Share-Based Payment which amends SFAS Statement 123 and will be effective for public
companies for interim periods or annual periods beginning after June 15, 2005. The effective date
was subsequently amended to annual periods beginning after June 15, 2005. The new standard will
require the Company to recognize compensation costs in our financial statements in an amount equal
to the fair value of share-based payments granted to employees and directors. The Company is
currently evaluating how it will adopt the standard and evaluating the effect that the adoption of
SFAS 123(R) will have on it financial position and results of operations In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43,
Chapter 4. This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to
clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and
wasted material (spoilage). Paragraph 5 of ARB No. 43, Chapter 4, previously stated that ..under
some circumstances, items such as idle facility expense, excessive spoilage, double freight, and
rehandling costs may be so abnormal as to require treatment as current period charges... SFAS No.
151 requires that those items be recognized as current-period charges regardless of whether they
meet the criterion of so abnormal. In addition, this statement requires that allocation of fixed
production overheads to the cost of conversion be based on the normal capacity of the production
facilities. The provisions of SFAS 151 shall be applied prospectively and are effective for
inventory costs incurred during fiscal years beginning after June 15, 2005, with earlier
application permitted for inventory costs incurred during fiscal years beginning after the date
this Statement was issued. The adoption of SFAS No. 151 is not expected to have a material impact
on our financial position and results of operations. 3. Short Term Borrowings The Company has a line of credit with a bank. The line of credit expires June 15, 2006 and is
structured as a sale of accounts receivable. The agreement provides for the sale of up to $5
million of eligible accounts receivable, with advances to the Company totaling 80% of the
receivables sold. Advances under the agreement are collateralized by all the Companys assets.
Under the terms of the agreement, the Company continues to service the sold receivables and is
subject to recourse provisions. Advances bear interest at the prime rate (5.75% at April 2, 2005) plus 2.50% subject to a
minimum monthly charge. Outstanding amounts under this borrowing facility at April 2, 2005 totaled
$662,000 and are repaid upon collection of the underlying receivables sold. The agreement contains representations and warranties, affirmative and negative covenants and
events of default customary for financings of this type. The failure to comply with these
provisions, or the occurrence of any one of the events of default, would prevent any further
borrowings and would generally require the repayment of any outstanding borrowings. Such
representations, warranties and events of default include (a) non-payment of debt and interest
hereunder, (b) non-compliance with terms of the agreement covenants, (c) insolvency or bankruptcy,
(d) material adverse change, (e) merger or consolidation where the Companys shareholders do not
hold a majority of the voting rights of the surviving entity, (f) transactions outside the normal
course of business, or (g) payment of dividends. 4. Retirement of the Companys Chief Executive Officer 12




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Effective March 15, 2005, the Companys prior Chief Executive Officer and President retired.
In connection with the retirement, the Company agreed to the continuation of his salary and
benefits for one year and to immediately vest and extend all his outstanding stock options. In
connection with the retirement, a $150,000 loan made to the Companys Chief Executive Officer in
2001, and in accordance with its existing terms which were in effect prior to the adoption of the
Sarbanes-Oxley Act of 2002, this loan was forgiven. The Company recognized expense of $565,000 in
the three months ended April 2, 2005, in connection with the Chief Executive Officers retirement. 5. Stockholders Equity Stock Options As of April 2, 2005, the Company had less than 90,000 shares of common stock remaining under
its 2003 Equity Incentive Plan for future equity grants. Therefore, the Company has mailed proxy
statements to its stockholders requesting that they authorize an increase in the total shares
available for grants under the 2003 Equity Plan from 6,000,000 shares of common stock to 12,000,000
shares of common stock. The Company is also requesting a corresponding increase in the related
sublimits under the plan. During the quarter ended April 2, 2005, the Companys President and Chief Executive Officer,
as well as another board member, retired. In connection with these retirements, the Company
modified the terms of all the stock options held by these individuals to fully vest them and to
extend the term until the earlier of the fifth anniversary of the retirement or the normal
expiration date. Since these options had no intrinsic value at the date of modification, the
modifications did not impact the Companys Statement of Operations. In connection with the employment agreement of the Companys new President and Chief Executive
Officer, the Company granted a stock option for 1,200,000 shares of stock. The stock option was
granted at 100% of the market value on the date of grant and vests over four years, beginning one
year after the date of grant and expires ten years from the date of grant. Vesting of these options
will accelerate in the event of an involuntary termination or change in control of the Company.
The Company also agreed to issue another option for an additional 1,200,000 shares of common stock
upon stockholder approval of an increase in the shares authorized for grants under the 2003 Equity
Incentive Plan. These options will be granted at 100% of the market value on the date of the
grant. In the event the stockholders do not approve the increase, the Company will grant him
options under the plan as they become available due to expirations of outstanding options. The following is a summary of stock option transactions under the Companys stock option plans
at April 2, 2005: Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    Number of
    
    
    AverageNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise
    
    
    Options
    
    
    ExerciseShares
    
    
    Price Per Share
    
    
    Price
    
    
    Exercisable
    
    
    PriceBalance at December 31, 2004
    
    
    9,467,248
    
    
    $
    0.84
    
    
    
    
    

    
    $
    49.375
    
    
    $
    5.521
    
    
    
    5,001,189
    
    
    $
    6.202Granted
    
    
    1,264,000
    
    
    $
    0.67
    
    
    
    
    
    
    $
    1.33
    
    
    $
    1.035Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Canceled
    
    
    (507,751
    )
    
    $
    1.00
    
    
    
    
    
    
    $
    35.625
    
    
    $
    4.399Balance at April 2, 2005
    
    
    10,223,498
    
    
    $
    0.67
    
    
    
    
    
    
    $
    49.375
    
    
    $
    5.022
    
    
    
    6,863,284
    
    
    $
    6.471
 The outstanding options expire by the end of April 2015. The exercise prices for these options
range from $0.67 to $49.375 per share, for an aggregate exercise price of approximately $51.3
million. At April 2, 2005, there were 89,478 shares of common stock available for granting future
options. The fair value of these options for purposes of the pro forma amounts in Note 2 was estimated
at the date of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions for the three months ended April 3, 2004 and April 2, 2005: dividend
yields of zero percent in each quarter; expected volatilities of 65% and 94%, respectively;
risk-free interest rates of 3.44% and 4.5%, respectively; and expected life of 4.0 years in each
quarter.. The Company also hired a Vice President of Worldwide Sales early in the second quarter of
2005. The Company committed to grant him an option for 1,000,000 shares of common stock upon
stockholder approval of an increase in the shares authorized for grant under the 2003 Equity Plan.
These options will be granted at 100% of the market value on the 13




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##### Table of Contents



date of the grant. In the event the stockholders do not approve the increase, the Company will
grant him options under the plan as they become available due to expirations of outstanding
options. Warrants The following is a summary of outstanding warrants at April 2, 2005: Common SharesTotal and
    
    
    PriceCurrently
    
    
    perExercisable
    
    
    Share
    
    
    Expiration DateWarrant related to issuance of Series E Preferred Stock
    
    
    1,217,966
    
    
    $
    18.91
    
    
    September 29, 2005**Warrants related to issuance of common stock
    
    
    397,857
    
    
    
    5.50
    
    
    March 10, 20071,406,581
    
    
    
    1.19
    
    
    December 17, 2007*1,162,790
    
    
    
    2.90
    
    
    June 24, 2008*Warrants related to April 2004 Bridge Loans
    
    
    633,562
    
    
    
    1.46
    
    
    April 28, 2011* **100,000
    
    
    
    1.85
    
    
    April 28, 2011*Warrants assumed in connection with the
Conductus, Inc. acquisition
    
    
    72,756
    
    
    
    22.383
    
    
    August 7, 20051,095,000
    
    
    
    4.583
    
    
    September 27, 20076,000
    
    
    
    31.25
    
    
    September 1, 2007Total
    
    
    6,092,512
   *
    
    The terms of these warrants contain net exercise provisions, wherein instead of a cash
exercise holders can elect to receive common stock equal to the difference between the
exercise price and the average closing sale price for common shares over 10-30 days
immediately preceding the exercise date.**
    
    The terms of these warrants contain antidilution adjustment provisions. 6. Legal Proceedings Patent Litigation The Company was engaged in a patent dispute with ISCO International, Inc. relating to U.S.
Patent No. 6,263,215 entitled Cryoelectronically Cooled Receiver Front End for Mobile Radio
Systems. ISCO filed a complaint on July 17, 2001 in the United States District Court for the
District of Delaware against us and our wholly-owned subsidiary, Conductus, Inc. The ISCO
complaint alleged that our SuperFilter product and Conductus ClearSite® product infringe ISCOs
patent. The matter went to trial on March 17, 2003. On April 3, 2003, the jury returned a unanimous verdict that our SuperFilter product does not
infringe the patent in question, and that ISCOs patent is invalid and unenforceable. The jury
also awarded us $3.8 million in compensatory damages based upon a finding that ISCO engaged in
unfair competition and acted in bad faith by issuing press releases and contacting our customers
asserting rights under this patent. On April 17, 2003, the Company filed a Motion for Attorneys Fees and Disbursements, in which
it asked the court to award it its attorneys fees and other litigation expenses. On the same
date, ISCO filed a motion, asking the court to overturn the verdict and grant a new trial. In
August 2003, the court rejected ISCOs request to overturn the jurys verdict that the patent is
invalid and not infringed by the SuperFilter product, and accepted the jurys verdict that the
patent is unenforceable because of inequitable conduct committed by one of the alleged inventors.
ISCO subsequently filed a notice of appeal as to this portion of the courts decision. The court
overturned the jurys verdict of unfair competition and bad faith on the part of ISCO and the
related $3.8 million compensatory damage award to us, and also denied our request for reimbursement
of our legal fees associated with the case. The Company filed a notice of appeal as to this
portion of the courts decision. On February 3, 2005, the Appellate Court reaffirmed the unanimous jury verdict that ISCOs US
patent is invalid and unenforceable. The Appellate Court also denied the Companys request to
reinstate the jurys $3.8 million damage award to us for unfair competition and bad faith on the
part of ISCO. The trial judge had overruled the jurys finding on this point, and the Company
appealed that portion of the judges ruling. 14




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##### Table of Contents



Litigation expenses on the ISCO matter totaled $227,000 and $45,000 for the three month
periods ended April 3, 2004 and April 2, 2005, respectively. The Company does not expect any
further legal action related to this matter. Class Action Lawsuits The Company and certain of its officers were named as a defendant in several substantially
identical class action lawsuits filed in the United States District Court for the Central District
of California in April 2004. The cases were consolidated in August 2004, and the plaintiffs filed
an amended consolidated complaint in October 2004. The plaintiffs allege securities law violations
by us and certain of our officers and directors under Rule 10b-5 and Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, as amended. The complaint was filed on behalf of a purported
class of people who purchased our stock during the period between January 9, 2004 and March 1, 2004
and seeks unspecified damages. The plaintiffs base their allegations primarily on the fact that
the Company did not achieve its forecasted revenue guidance of $10 to $13 million for the first
quarter of 2004. In February 2005 the Company settled with the lead plaintiffs appointed by the District Court
to handle this matter. Under the terms of the settlement, the Companys insurers will pay $4.0
million into a settlement fund, and the Company will pay up to $50,000 of the costs of providing
notice of the settlement to settlement class members. The settlement remains subject to approval
by the District Court. The Company recorded a liability in its December 31, 2004 consolidated
financial statements for the proposed amount of the settlement of $4,050,000. Because the insurance
carrier involved in this suit agreed to pay $4.0 million of the settlement amount, and therefore
recovery from the insurance carrier was probable, a receivable was also recorded for that amount.
These amounts were paid into the settlement fund in April 2005. Litigation expenses on this matter totaled $216,000 for the three months ended April 2, 2005.
No expenses were incurred in the corresponding period of the prior year. 7. Earnings Per Share The computation of per share amounts for the three month periods ended April 3, 2004 and April
2, 2005 is based on the average number of common shares outstanding for the period. Options and
warrants to purchase 15,252,999 and 16,316,010 shares of common stock during the three months
periods ended April 3, 2004 and April 2, 2005, respectively, were not considered in the computation
of diluted earnings per share because their inclusion would be anti-dilutive. 8. Commitments and Contingencies Operating Leases The Company leases its offices and production facilities under non-cancelable operating leases
that expire at various times over the next seven years. Generally, these leases contain escalation
clauses for increases in annual renewal options and require the Company to pay utilities,
insurance, taxes and other operating expenses. For the three months ended April 3, 2004, and April 2, 2005, rent expense was $311,000 and
$296,000, respectively. Capital Leases The Company leases certain property and equipment under capital lease arrangements that expire
at various dates through 2007. The leases bear interest at various rates ranging from 8.56% to
14.95%. Patents and Licenses The Company has entered into various licensing agreements requiring royalty payments ranging
from 0.13% to 2.5% of specified product sales. Certain of these agreements contain provisions for
the payment of guaranteed or minimum royalty amounts. In the event that the Company fails to pay
minimum annual royalties, these licenses may automatically become non-exclusive or be terminated.
These royalty obligations terminate in 2009 to 2020. For the three months ended April 3, 2004 and
April 2, 2005, royalty expense totaled $159,000 and $48,000, respectively. Under the terms of
certain royalty agreements, royalty payments made may be subject to audit. There have been no
audits to date and the Company does not expect any possible future audit adjustments to be
significant. The minimum lease payments under operating and capital leases and license obligations are as
follows: 15




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##### Table of Contents



OperatingYear ending December 31,
    
    Licenses
    
    
    Leases
    
    
    Capital LeasesRemainder of 2005
    
    $
    150,000
    
    
    $
    1,798,000
    
    
    $
    33,0002006
    
    
    150,000
    
    
    
    1,406,000
    
    
    
    22,0002007
    
    
    150,000
    
    
    
    1,234,000
    
    
    
    15,0002008
    
    
    150,000
    
    
    
    1,271,000
    
    
    
    2009
    
    
    150,000
    
    
    
    1,315,000
    
    
    
    Thereafter
    
    
    1,500,000
    
    
    
    2,653,000
    
    
    
    Total payments
    
    $
    2,250,000
    
    
    $
    9,677,000
    
    
    
    70,000Less: amount representing
interest
    
    
    
    
    
    
    
    
    
    
    (12,000
    )Present value of minimum lease
    
    
    
    
    
    
    
    
    
    
    58,000Less current portion
    
    
    
    
    
    
    
    
    
    
    (30,000
    )Long term portion
    
    
    
    
    
    
    
    
    
    $
    28,000
 In connection with the acquisition of Conductus, Inc. as of December 31, 2002 operating leases
with remaining commitments totaling $2,044,000 and $1,758,000 have been abandoned or are considered
unfavorable, respectively. A liability totaling $1,995,000 representing the present value of the
minimum lease payments and executory costs was recorded at December 18, 2002 relating to the
abandoned leases. A liability totaling $1,140,000 representing the present value of the difference
between the fair market rental and lease commitment was recorded at December 31, 2002 relating to
unfavorable leases. In 2004, the Company completed closure of its Sunnyvale facility. A liability
totaling $279,000 was recognized representing the present value of the remainder of the lease
commitment was recorded. In connection with the closure of this facility, the remaining
unfavorable lease commitment of $558,000 recorded in connection with the acquisition of Conductus,
Inc. was transferred to lease abandonment costs. As of April 2, 2005, the remaining minimum lease
commitments on these operating leases totaled $1,071,000 and are included in the above commitment
table. At April 2, 2005, the present value of the remaining liability related to the abandoned
leases totaled $1,041,000. These amounts are included in accrued liabilities. 9  Contractual Guarantees and Indemnities Warranties The Company establishes reserves for future product warranty costs that are expected to be
incurred pursuant to specific warranty provisions with its customers. The Companys warranty
reserves are established at the time of sale and updated throughout the warranty period based upon
numerous factors including historical warranty return rates and expenses over various warranty
periods. During its normal course of business, the Company makes certain contractual guarantees and
indemnities pursuant to which the Company may be required to make future payments under specific
circumstances. The Company has not recorded any liability for these contractual guarantees and
indemnities in the accompanying consolidated financial statements. A description of significant contractual guarantees and indemnities existing as of April 2,
2005 is included below. Intellectual Property Indemnities The Company indemnifies certain customers and its contract manufacturers against liability
arising from third-party claims of intellectual property rights infringement related to the
Companys products. These indemnities appear in development and supply agreements with our
customers as well as manufacturing service agreements with our contract manufacturers, are not
limited in amount or duration and generally survive the expiration of the contract. Given that the
amount of any potential liabilities related to such indemnities cannot be determined until an
infringement claim has been made, the Company is unable to determine the maximum amount of losses
that it could incur related to such indemnifications. Director and Officer Indemnities and Contractual Guarantees 16




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##### Table of Contents



The Company has entered into indemnification agreements with its directors and executive
officers which require the Company to indemnify such individuals to the fullest extent permitted by
Delaware law. The Companys indemnification obligations under such agreements are not limited in
amount or duration. Certain costs incurred in connection with such indemnifications may be
recovered under certain circumstances under various insurance policies. Given that the amount of
any potential liabilities related to such indemnities cannot be determined until a lawsuit has been
filed against a director or executive officer, the Company is unable to determine the maximum
amount of losses that it could incur relating to such indemnifications. Historically, any amounts
payable pursuant to such director and officer indemnifications have not had a material negative
effect on the Companys business, financial condition or results of operations. The Company has also entered into severance and change in control agreements with certain of
its executives. These agreements provide for the payment of specific compensation benefits to such
executives upon the termination of their employment with the Company. General Contractual Indemnities/Products Liability In connection with the sales of its commercial products, the Company indemnifies, without
limit or term, its customers against all claims, suits, demands, damages, liabilities, expenses,
judgments, settlements and penalties arising from actual or alleged infringement or
misappropriation of any intellectual property relating to its products or other claims arising from
its products. The Company cannot reasonably develop an estimate of the maximum potential amount of
payments that might be made under its guarantee because of the uncertainty as to whether a claim
might arise and how much it might total. Short Term Borrowings Advances under the agreement are collateralized by all the Companys assets. Under the terms
of the agreement, the Company continues to service the sold receivables and is subject to recourse
provisions. Under the terms of the agreement, if the bank determines that there is a material
adverse change in the Companys business, they can exercise all their rights and remedies under the
agreement. 10. Restructuring Expenses During 2004, the Company implemented several restructuring programs to streamline its
operations and reduce its cost structure. During the three months ended April 2, 2005, the Company
implemented another restructuring program and reduced its workforce by another 26 positions. A summary of the restructuring charges for the quarter ended April 2, 2005 is as follows: Quarter EndedApril 2, 2005Severance costs
    
    $
    118,000Facility consolidation costs
    
    
    5,000Employee relocation cost
    
    
    10,000Total
    
    $
    133,000Severance costs included in cost of goods sold
    
    
    (49,000
    )Restructuring expenses
    
    $
    84,000
 11. Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow
Information and Non-Cash Activities 17




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##### Table of Contents



Balance Sheet Data: December 31,
    
    
    April 2,2004
    
    
    2005Accounts receivable:Accounts receivable-trade
    
    $
    1,043,000
    
    
    $
    1,005,000U.S. government accounts receivable-billed
    
    
    468,000
    
    
    
    297,000Less: allowance for doubtful accounts
    
    
    (77,000
    )
    
    
    (75,000
    )$
    1,434,000
    
    
    $
    1,227,000
 December 31,
    
    
    April 2,2004
    
    
    2005Inventories:Raw materials
    
    $
    3,954,000
    
    
    $
    3,934,000Work-in-process
    
    
    3,441,000
    
    
    
    3,688,000Finished goods
    
    
    7,334,000
    
    
    
    6,703,000Less inventory reserve
    
    
    (5,402,000
    )
    
    
    (5,406,000
    )$
    9,327,000
    
    
    $
    8,919,000
 December 31,
    
    
    April 2,2004
    
    
    2005Property and Equipment:Equipment
    
    $
    18,240,000
    
    
    $
    18,242,000Leasehold improvements
    
    
    6,801,000
    
    
    
    6,814,000Furniture and fixtures
    
    
    451,000
    
    
    
    451,00025,492,000
    
    
    
    25,507,000Less: accumulated depreciation and amortization
    
    
    (15,189,000
    )
    
    
    (15,829,000
    )$
    10,303,000
    
    
    $
    9,678,000
 At December 31, 2004 and April 2, 2005, equipment includes $237,000 of assets
financed under capital lease arrangements, net of $163,000 and $181,000 of
accumulated amortization, respectively. Depreciation expense amounted to $662,000
and $655,000 for the three month periods ended April 3, 2004 and April 2, 2005,
respectively. Depreciation expense is expected to total $2.0 million for the
remainder of 2005, $2.3 million, $2.0 million, $1.4 million and $1.0 million in each
of the years 2006, 2007, 2008, and 2009, respectively. December 31,
    
    
    April 2,2004
    
    
    2005Patents and Licenses:Patents pending
    
    $
    433,000
    
    
    $
    463,000Patents issued
    
    
    899,000
    
    
    
    911,000Less accumulated amortization
    
    
    (203,000
    )
    
    
    (217,000
    )Net patents issued
    
    
    696,000
    
    
    
    694,000Licenses
    
    
    563,000
    
    
    
    563,000Less accumulated amortization
    
    
    (33,000
    )
    
    
    (41,000
    )Net licenses
    
    
    530,000
    
    
    
    522,000Purchased technology
    
    
    1,706,000
    
    
    
    1,706,000Less accumulated amortization
    
    
    (532,000
    )
    
    
    (591,000
    )Net purchased technology
    
    
    1,174,000
    
    
    
    1,115,000$
    2,833,000
    
    
    $
    2,794,000
 Amortization expense related to these items totaled $189,000 and
$82,000 for the three month periods ended April 3, 2004 and April 2,
2005, respectively. Amortization expenses are expected to total
$252,000 for the remainder of 2005, $344,000 in 2006 and $350,000 in
each of the years 2007, 2008 and 2009. 18




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##### Table of Contents



December 31,
    
    
    April 2,2004
    
    
    2005Accrued Expenses and Other Long Term Liabilities:Compensation related
    
    $
    1,285,000
    
    
    $
    1,307,000Warranty reserve
    
    
    419,000
    
    
    
    506,000Lease abandonment costs
    
    
    1,336,000
    
    
    
    1,041,000Product line exit costs
    
    
    885,000
    
    
    
    764,000Severance costs
    
    
    36,000
    
    
    
    32,000Other
    
    
    1,393,000
    
    
    
    563,0005,354,000
    
    
    
    4,213,000Less current portion
    
    
    (4,601,000
    )
    
    
    (3,614,000
    )Long term portion
    
    $
    753,000
    
    
    $
    599,000
 For the three months ended,April 3,
    
    
    April 2,2004
    
    
    2005Warranty Reserve Activity:Beginning balance
    
    $
    494,000
    
    
    $
    419,000Additions
    
    
    36,000
    
    
    
    30,000Deductions
    
    
    
    
    
    
    (84,000
    )Change in estimate relating to previous warranty accruals
    
    
    
    
    
    
    141,000Ending balance
    
    $
    530,000
    
    
    $
    506,000Unfavorable Lease Costs:Beginning balance
    
    $
    823,000
    
    
    $
    Additions
    
    
    
    
    
    
    Deductions
    
    
    (85,000
    )
    
    
    Transfer to lease abandonment costs
    
    
    
    
    
    
    Ending balance
    
    $
    738,000
    
    
    $
    Lease Abandonment Costs:Beginning balance
    
    $
    1,329,000
    
    
    $
    1,336,000Additions
    
    
    
    
    
    
    Transfers from unfavorable lease costs
    
    
    
    
    
    
    Deductions
    
    
    (192,000
    )
    
    
    (295,000
    )Ending balance
    
    $
    1,137,000
    
    
    $
    1,041,000Product Line Exit Costs:Beginning balance
    
    $
    913,000
    
    
    $
    885,000Additions
    
    
    
    
    
    
    Deductions
    
    
    (36,000
    )
    
    
    (121,000
    )Ending balance
    
    $
    877,000
    
    
    $
    764,000Severance Costs:Beginning balance
    
    $
    285,000
    
    
    $
    36,000Additions
    
    
    
    
    
    
    118,000Deductions
    
    
    (266,000
    )
    
    
    (122,000
    )Ending balance
    
    $
    19,000
    
    
    $
    32,000
 19




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations General We develop, manufacture and market high performance products used with cellular base stations
to maximize the performance of wireless telecommunications networks by improving the quality of
uplink signals from mobile wireless devices. Our solutions leverage our expertise in
high-temperature superconducting (HTS) filters to hear wireless devices with the best possible
clarity while rejecting interfering signals. We believe that this combination of interference
rejection and receiver sensitivity is only possible using HTS technology. We sell our products
directly to wireless carriers in the Americas, and we have plans to expand internationally. Our
customers to date include ALLTEL, AT&T Wireless (now part of Cingular), Sprint, U.S. Cellular, and
Verizon Wireless. We derive our commercial revenues from three product lines:  SuperLink. In order to receive uplink signals from wireless handsets, base stations
require a wireless filter system to eliminate, or filter out, out-of-band interference. To address
this need, we offer the SuperLink product line for the receiver front-end of base stations. These
products combine specialized filters using HTS technology with a proprietary cryogenic cooler and a
cooled low-noise amplifier. The result is a highly compact and reliable receiver front-end that
can simultaneously deliver both high selectivity (interference rejection) and high sensitivity
(detection of low level signals). SuperLink products thereby offer significant advantages over
conventional filter systems.  AmpLink. The recently introduced AmpLink is our lower-cost receiver front-end
product designed specifically to address the sensitivity requirements of wireless base stations.
The AmpLink is a ground-mounted unit which includes a high-performance amplifier and up to six dual
duplexers. The enhanced uplink provided by AmpLink 1900 improves PCS network coverage immediately
and avoids the installation and maintenance costs associated with tower mounted amplifiers. As
network interference increases, the AmpLink 1900 is easily upgradeable to include a SuperLink
front-end, which uses HTS technology to maintain the same sensitivity improvement while eliminating
the effects of increasing interference.  SuperPlex. SuperPlex, our antenna sharing solution, is a line of multiplexers that
provides extremely low insertion loss and excellent cross-band isolation. Products in our
SuperPlex line of high-performance multiplexers are designed to eliminate the need for additional
base station antennas and reduce infrastructure costs. Relative to competing technologies, these
products offer increased transmit power delivered to the base station antenna, higher sensitivity
to subscriber handset signals, fast and cost-effective network overlays. The SuperPlex product
family offers network performance benefits synergistic with SuperLink. We began commercial production of the SuperFilter (the precursor to the SuperLink) in 1997.
Our initial commercial sales of our SuperLink products were to small rural providers who had the
most immediate need for range extension and coverage enhancement. We sold our first systems in the
fourth quarter of 1997. In 2004, Verizon Wireless and ALLTEL accounted for 87% of our net
commercial revenues. In the three months ended April 2, 2005, Verizon Wireless and ALLTEL accounted
for 87% of our commercial revenues. In our business model, we use government contracts as a source of funds for our commercial
technology development. We primarily pursue government research and development contracts which
compliment our commercial product development. In other words, we undertake government contract
work which has the potential to add to or improve our commercial product line. These contracts
often yield valuable intellectual property relevant to our commercial business. We typically own
the intellectual property developed under these contracts, and the Federal Government receives a
royalty-free, non-exclusive and nontransferable license to use the intellectual property for the
United States. Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based
upon our financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate our estimates, including those related to bad debts, inventories, recovery of goodwill
and long-lived assets, including intangible assets, income taxes, warranty obligations, and
contingencies. We base our estimates on historical experience and on various other assumptions
that we believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or
conditions. 20




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We believe the following critical accounting policies affect our more significant judgments
and estimates used in the preparation of the financial statements. We maintain allowances for
doubtful accounts for estimated losses resulting from the inability of our customers to make
required payments. If the financial condition of our customers were to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances may be required. We write
down our inventory for estimated obsolescence or unmarketable inventory equal to the difference
between the cost of inventory and the estimated market value based upon assumptions about future
demand and market conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required. Our inventory is valued at the lower of its actual cost or the current estimated market value
of the inventory. We review inventory quantities on hand and on order and record a provision for
excess and obsolete inventory and/or vendor cancellation charges related to purchase commitments.
Such provisions are established based on historical usage, adjusted for known changes in demands
for such products, or the estimated forecast of product demand and production requirements. Our
business is characterized by rapid technological change, frequent new product development and rapid
product obsolescence that could result in an increase in the amount of obsolete inventory
quantities on hand. As demonstrated in the past three years, demand for our products can fluctuate
significantly. Our estimates of future product demand may prove to be inaccurate and we may
understate or overstate the provision required for excess and obsolete inventory. Our net sales consist of revenue from sales of products net of trade discounts and allowances.
We recognize revenue when evidence of an arrangement exists, contractual obligations have been
satisfied, title and risk of loss have been transferred to the customer and collection of the
resulting receivable is reasonably assured. At the time revenue is recognized, we provide for the
estimated cost of product warranties if allowed for under contractual arrangements. Our warranty
obligation is effected by product failure rates and service delivery costs incurred in correcting a
product failure. Should such failure rates or costs differ from these estimates, accrued warranty
costs would be adjusted. In connection with the sales of its commercial products, the Company indemnifies, without
limit or term, its customers against all claims, suits, demands, damages, liabilities, expenses,
judgments, settlements and penalties arising from actual or alleged infringement or
misappropriation of any intellectual property relating to its products or other claims arising from
its products. The Company cannot reasonably develop an estimate of the maximum potential amount of
payments that might be made under its guarantee because of the uncertainty as to whether a claim
might arise and how much it might total. Contract revenues are principally generated under research and development contracts.
Contract revenues are recognized utilizing the percentage-of-completion method measured by the
relationship of costs incurred to total estimated contract costs. If the current contract estimate
were to indicate a loss, utilizing the funded amount of the contract, a provision would be made for
the total anticipated loss. Revenues from research related activities are derived primarily from
contracts with agencies of the United States Government. Credit risk related to accounts
receivable arising from such contracts is considered minimal. These contracts include cost-plus,
fixed price and cost sharing arrangements and are generally short-term in nature. All payments to us for work performed on contracts with agencies of the U.S. Government are
subject to adjustment upon audit by the Defense Contract Audit Agency. Based on historical
experience and review of current projects in process, we believe that the audits will not have a
significant effect on our financial position, results of operations or cash flows. The Defense
Contract Audit Agency has audited us through 2002. In connection with the acquisition of Conductus we recognized $20 million of goodwill.
Goodwill is tested for impairment annually in the fourth quarter after the annual planning process,
or earlier if events occur which require an impairment analysis be performed. We operate in a
single business segment as a single reporting unit. The first step of the impairment test, used to
identify potential impairment, compares the fair value based on market capitalization of the entire
Company with the book value of its net assets, including goodwill. The Companys market
capitalization is based the closing price of our common stock as traded on NASDAQ multiplied by our
outstanding common shares. If the fair value of the Company exceeds the book value of our net
assets, our goodwill is not considered impaired. If the book value of our net assets exceeds our
fair value, the second step of the goodwill impairment test shall be performed to measure the
amount of impairment loss. The second step of the goodwill impairment test, used to measure the
amount of impairment loss, compares the implied fair value of the goodwill with the book value of
that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair
value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.
At December 31, 2004, we tested the goodwill for possible impairment and determined that there was
no impairment. The fair value of the Company based on its market capitalization totaled $149.7
million which was in excess of the total book value of the Company. Therefore, our goodwill was
not considered impaired. This goodwill will again be tested for impairment in the fourth quarter
of 2005 or earlier if events occur which require an earlier assessment. If the carrying amount
exceeds its implied fair value, an impairment loss will be recognized equal to the excess. At April
2, 2005, the fair value of the Company based on its market capitalization had declined to $73.2
million, which is in excess of the total book value of the Company. If the market capitalization of
the Company declines below the Companys book value of its net assets before the next annual
goodwill impairment test, and it is determined that the decline is other than temporary, then an
impairment loss relating to the goodwill will be recognized for the amount of its carrying amount
in excess of its implied fair value. Any future impairment of our 21




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goodwill could have a material adverse effect on our financial position and results of
operations. We periodically evaluate the realizability of long-lived assets as events or circumstances
indicate a possible inability to recover the carrying amount. Long-lived assets that will no
longer be used in business are written off in the period identified since they will no longer
generate any positive cash flows for the Company. Periodically, long-lived assets that will
continue to be used by the Company need to be evaluated for recoverability. Such evaluation is
based on various analyses, including cash flow and profitability projections. The analyses
necessarily involve significant management judgment. In the event the projected undiscounted cash
flows are less than net book value of the assets, the carrying value of the assets will be written
down to their estimated fair value. We completed such an analysis as of the fourth quarter of 2004
and determined that no write down was necessary. Our estimates of future cash flows may prove to
be inaccurate, and we may understate or overstate the write down of long lived assets. During the
first quarter of 2005, the market capitalization of the Company declined. If the market
capitalization of the Company declines below the Companys book value, and it is deemed other than
temporary, then an impairment loss relating to the Companys long lived assets might be recognized.
Any future impairment of our long-lived assets could have a material adverse effect on our
financial position and results of operations. As permitted under Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting
for Stock-Based Compensation, we have elected to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees in accounting for its stock options and other
stock-based employee awards. Pro forma information regarding net loss and loss per share, as
calculated under the provisions of SFAS 123, are disclosed in the notes to the financial
statements. We account for equity securities issued to non-employees in accordance with the
provision of SFAS 123 and Emerging Issues Task Force 96-18. If we had elected to recognize compensation expense for employee awards based upon the fair
value at the grant date consistent with the methodology prescribed by SFAS 123, our net loss and
net loss per share would have been increased to the pro forma amounts indicated below: Three Months EndedApril 3, 2004
    
    
    April 2, 2005Net loss:As reported
    
    $
    (5,910,000
    )
    
    $
    (5,537,000
    )Stock-based employee compensation included in net loss
    
    
    
    
    
    
    Stock-based compensation expense determined underfair value method
    
    
    (1,668,000
    )
    
    
    (1,724,000
    )Pro forma
    
    $
    (7,578,,000
    )
    
    $
    (7,261,000
    )Basic and Diluted Loss per ShareAs reported
    
    $
    (0.09
    )
    
    $
    (0.05
    )Stock-based compensation expense determined under
fair value method
    
    
    (0.02
    )
    
    
    (0.02
    )Pro forma
    
    $
    (0.11
    )
    
    $
    (0.07
    )
 Our valuation allowance against the deferred tax assets is based on our assessments of
historical losses and projected operating results in future periods. If and when we generate
future taxable income in the U.S. against which these tax assets may be applied, some portion or
all of the valuation allowance would be reversed and an increase in net income would consequently
be reported in future years. We are currently involved as a defendant in a securities class action lawsuit. This matter is
discussed below in Legal Proceedings. In February 2005 we settled with the lead plaintiffs
appointed by the District Court to handle this matter. Under the terms of the settlement, the
Companys insurers will pay $4.0 million into a settlement fund, and the Company will pay up to
$50,000 of the costs of providing notice of the settlement to settlement class members. The
settlement remains subject to approval by the District Court. We recorded a liability in its
December 31, 2004 consolidated financial statements for the proposed amount of the settlement of
$4,050,000. Because the insurance carrier involved in this suit agreed to pay $4.0 million of the
settlement amount, and therefore recovery from the insurance carrier was probable, a receivable was
also recorded for that amount. These amounts were paid into the settlement fund in April 2005. We
periodically reassess our potential liability as additional information becomes available. If we
later determine that the probable loss is greater than our reserve or expected insurance proceeds,
we would record an additional reserve for the potential additional loss. The ultimate amount of
further losses, if any, could materially impact our results of operations, financial condition or
cash flows. Backlog Our commercial backlog consists of accepted product purchase orders with scheduled delivery
dates during the next twelve months. We had commercial backlog of $5.1 million at April 2, 2005,
as compared to $730,000 at December 31, 2004. 22




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We also had at April 2, 2005 remaining minimum purchase commitments totaling $5.3 million from
one customer under a general purchase agreement. We expect to fulfill these commitments during
2005, but we did not include them in our backlog because the customer has not identified the
product mix and/or scheduled delivery dates. Results of Operations Quarter Ended April 2, 2005 as compared to the Quarter Ended April 3, 2004 Net revenues decreased by $1.0 million, or 20%, from $5.4 million in the first quarter of 2004
to $4.4 million in the first quarter of 2005. Net revenues consist primarily of commercial product
revenues and government contract revenues. We also generate some additional revenues from
sublicensing our technology. Net commercial product revenues increased to $3.8 million in the first quarter of 2005 from
$3.2 million in the first quarter of 2004, an increase of $585,000, or 18%. The increase is
primarily the result of a higher sales of our SuperPlex multiplexers and AmpLink products,
partially offset by decreased sales of our SuperLink product due to lower average selling prices.
Our two largest customers accounted for 87% of our net commercial revenues in the first quarter of
2005, which is comparable to the first quarter in 2004. These customers generally purchase
products through non-binding commitments with minimal lead-times. Consequently, our commercial
product revenues can fluctuate dramatically from quarter to quarter based on changes in our
customers capital spending patterns. Government contract revenues decreased to $571,000 in the first quarter of 2005 from $2.2
million in the first quarter of 2004, a decrease of $1.7 million, or 75%. This decrease is
primarily attributable to the completion of contracts in 2004 that have not been replaced. Cost of commercial product revenues includes all direct costs, manufacturing overhead,
provision for excess and obsolete inventories and restructuring and impairment charges relating to
the manufacturing operations. The cost of commercial product revenue totaled $4.2 million for the
first quarter of 2005 compared to $3.8 million for the first quarter of 2004, an increase of
$416,000, or 11%. Increased costs result primarily from increased units shipments and changes in
overhead absorption. Our cost of sales includes both variable and fixed cost components. The
variable component consists primarily of materials, assembly and test labor, overhead, which
includes equipment and facility depreciation, transportation costs and warranty costs. The fixed
component includes test equipment and facility depreciation, purchasing and procurement expenses
and quality assurance costs. Given the fixed nature of such costs, the absorption of our
production overhead costs into inventory decreases and the amount of production overhead variances
expensed to cost of sales increases as production volumes decline since we have fewer units to
absorb our overhead costs against. Conversely, the absorption of our production overhead costs
into inventory increases and the amount of production overhead variances expensed to cost of sales
decreases as production volumes increase since we have more units to absorb our overhead costs
against. As a result, our gross profit margins generally decrease as revenue and production
volumes decline due to lower sales volume and higher amounts of production overhead variances
expensed to cost of sales; and our gross profit margins generally increase as our revenue and
production volumes increase due to higher sales volume and lower amounts of production overhead
variances expensed to cost of sales. The following is an analysis of our commercial product gross profit and margins: For the quarters endedApril 3, 2004
    
    
    April 2, 2005(Dollars in thousands)Net commercial product sales
    
    $
    3,183
    
    
    
    100.0
    %
    
    $
    3,768
    
    
    
    100.0
    %Total cost of commercial
product sales
    
    
    3,783
    
    
    
    118.9
    %
    
    
    4,199
    
    
    
    111.4
    %Gross profit
    
    $
    (600
    )
    
    
    (18.9
    %)
    
    $
    (431
    )
    
    
    (11.4
    %)
 We had a negative gross profit of $431,000 in the first quarter of 2005 from the sale of our
commercial products as compared to a negative gross profit of $600,000 in the first quarter of
2004. We experienced negative gross profits in the first quarters of 2004 and 2005 because the
reduced level of commercial sales was insufficient to cover our fixed manufacturing overhead costs.
Our gross margins were also impacted by charges for excess and obsolete inventory of
approximately $90,000 in the first quarter of 2005 and 2004. We regularly review inventory
quantities on hand and provided an allowance for excess and obsolete inventory based on numerous
factors including sales backlog, historical inventory usage, forecasted product demand and
production requirements for the next twelve months. Gross margins in the first quarter of 2005 were
favorably impacted by lower manufacturing overhead expenses resulting from our restructuring
efforts. Contract research and development expenses totaled $683,000 in the first quarter of 2005 as
compared to $1.5 million in the first quarter of 2004. These decreases were the result of lower
expenses associated with performing a fewer number of government contracts offset by higher
expenses associated with completing two contracts. 23




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Other research and development expenses relate to development of new wireless commercial
products. We also incur design expenses associated with reducing the cost and improving the
manufacturability of our existing products. These expenses totaled $1.2 million in the first
quarter of 2005 as compared to $1.3 million in the same quarter of the prior year. The decrease is
due to reduced commercial products development and cost reduction efforts. Selling, general and administrative expenses totaled $3.8 million in the first quarter of
2005, as compared to $4.6 million in the first quarter of the prior year. The decrease from 2004
results primarily from lower ISCO litigation expenses, the closure of our Sunnyvale facility and
lower expenses resulting from restructuring activities. These decreases were partially offset by
higher legal expenses associated with the class action lawsuit and higher expenses related to the
retirement benefits to be paid to our former President and Chief Executive Officer. During 2004, we implemented several restructuring programs to streamline our operations and
reduce our cost structure. We consolidated our Sunnyvale operations into our Santa Barbara
facility and reduced our total workforce. The workforce reduction included reductions associated
with the Sunnyvale consolidation, as well as other strategic reductions in the organization. In
addition, as part of the consolidation, we accelerated a program to implement of a new, lower cost
wafer deposition process called Reactive Co-Evaporation. During the three months ended April 2, 2005, the Company implemented another restructuring
program and reduced its workforce by another 26 positions. The following table summarizes our actual restructuring charges for the first quarter of 2005
and our estimated charges for the remainder of 2005 relating to the actions taken in 2004 and the
first quarter of 2005: Actual
    
    
    AdditionalRestructuring
    
    
    Charges To BeCharges for
    
    
    Incurred Inthe First
    
    
    2005 for PriorQuarter of
    
    
    Restructuring2005
    
    
    ActivitiesSeverance costs
    
    $
    118,000
    
    
    $
    Facility consolidation costs
    
    
    5,000
    
    
    
    Employee relocation cost
    
    
    10,000
    
    
    
    40,000Total
    
    $
    133,000
    
    
    $
    40,000Severance costs included in
cost of goods sold
    
    
    49,000
    
    
    
    Expense included in
operating expenses
    
    $
    84,000
    
    
    $
    40,000
 Interest income increased in the first quarter of 2005, as compared to the prior year,
primarily because we had more cash available for investment. Interest expense in the first quarter of 2005 decreased to $39,000, as compared to the prior
year, because of lower borrowings. We had a net loss of $5.5 million for the quarter ended April 2, 2005, as compared to $5.9
million in the same period last year. The net loss available to common shareholders totaled $0.05 per common share in the first
quarter of 2005, as compared to $0.09 per common share in the same period last year. Liquidity and Capital Resources Cash Flow Analysis As of April 2, 2005, we had working capital of $11.2 million, including $7.5 million in cash
and cash equivalents, as compared to working capital of $16.1 million at December 31, 2004, which
included $12.8 million in cash and cash equivalents. We currently invest our excess cash in
short-term, investment-grade, money-market instruments with maturities of three months or less. We
believe that all of our cash investments would be readily available to us should the need arise. Cash and cash equivalents decreased by $5.3 million from $12.8 million at December 31, 2004 to
$7.5 million at April 2, 2005. Cash was used in operations, for the purchase of property and
equipment, for the payment of short and long-term borrowings and for the payment of common stock
offering expenses. These uses were partially offset by cash proceeds received 24




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from new borrowings on our line of credit. Cash and cash equivalents decreased by $7.2
million to $3.9 million in the three month period ended April 3, 2004. Cash was used in
operations, the purchase of property and equipment payment of short and long-term borrowings.
These uses were partially offset by cash proceeds received from new borrowings on our line of
credit and cash proceeds from the exercise of options and warrants. Cash used in operations totaled $4.2 million in the first quarter of 2005. We used $4.6
million to fund the cash portion of our net loss. We also used cash to fund a $247,000 increases
in other assets and accounts payable payments. These uses were offset by cash generated from the
collection of accounts receivable and lower inventory and prepaid balances totaling $605,000. Cash
used in operations totaled $3.9 million in the first quarter of 2004. We used $5.0 million to fund
the cash portion of our net loss. We also used cash to fund a $5.2 million increase in inventory,
patents and licenses and other assets and accounts payable payments. Inventory increased in the
first quarter of 2004 due to lower than expected sales. These uses were partially offset by cash
generated from the collection of accounts receivable and from the decline in other assets which
totaled $6.3 million. Net cash used in investing activities totaled $33,000 in the first quarter of 2005 as compared
to $1.1 million in the first quarter of last year. These expenditures related primarily to
purchases of manufacturing equipment and facilities improvements to increase our production
capacity. Net cash used in financing activities totaled $1.1 million in the first quarter of 2005. Cash
used to pay down our line of credit and long term debt totaled $294,000. Cash was also used to pay
$797,000 of offering expenses related to the sale of common stock in November 2004. Net cash used
in financing activities totaled $2.2 million in the first quarter of 2004. Net payments against our
line of credit and payment against our long-term debt totaled $2.7 million. This was partially
offset by cash received from the exercise of warrants and options. Financing Activities We have historically financed our operations through a combination of cash on hand, cash
provided from operations, equipment lease financings, available borrowings under bank lines of
credit and both private and public equity offerings. We have effective registration statements on
file with the SEC covering the public resale by investors of all the common stock issued in our
private placements, as well as any common stock acquired upon exercise of their warrants. We have an existing line of credit from a bank. It is a material source of funds for our
business. The line of credit expires June 15, 2006 The loan agreement is structured as a sale of
our accounts receivable and provides for the sale of up to $5.0 million of eligible accounts
receivable, with advances to us totaling 80% of the receivables sold. Advances bear interest at
the prime rate (5.75% at April 2, 2005) plus 2.50% subject to a minimum monthly charge.
Outstanding amounts under this borrowing facility at April 2, 2005 totaled $662,000. The amount
outstanding is repaid upon collection of the underlying accounts receivable. Advances are
collateralized by a lien on all of our assets. Under the terms of the agreement, we continue to
service the sold receivables and are subject to recourse provisions. Contractual Obligations and Commercial Commitments We incur various contractual obligations and commercial commitments in our normal course of
business. They consist of the following:  
    Capital Lease Obligations Our capital lease obligations are for property and equipment and total $70,000 at April 2, 2005.  
    Operating Lease Obligations Our operating lease obligations consist of facility leases in Santa Barbara and Sunnyvale,
California. We assumed the Sunnyvale leases in connection with our acquisition of Conductus, Inc.
in 2002. At April 2, 2005, the remaining Sunnyvale lease obligations totaled $1.1 million and are
due in monthly installments through February 2006. We consolidated the Sunnyvale operations into
our Santa Barbara facility in 2004 and recorded a liability for the present value of the remaining
obligations under the Sunnyvale leases. We included these liabilities in the financial statements
under Accrued Liabilities and Other Long Term Liabilities.  
    Patents and Licenses We have entered into various licensing agreements requiring royalty payments ranging from
0.13% to 2.5% of specified product sales. Some of these agreements contain provisions for the
payment of guaranteed or minimum royalty amounts. Typically, the licensor can terminate our
license if we fail to pay minimum annual royalties.  
    Purchase Commitments In the normal course of business, we incur purchase obligations with vendors and suppliers for
the purchase of inventory, as well as other goods and services. These obligations are generally
evidenced by purchase orders that contain the 25




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terms and conditions associated with the purchase arrangements. We are committed to accept
delivery of such material pursuant to the purchase orders subject to various contract provisions
which allow us to delay receipt of such orders or cancel orders beyond certain agreed upon lead
times. Cancellations may result in cancellation costs payable by us.  
    Quantitative Summary of Contractual Obligations and Commercial Commitments At April 2, 2005, we had the following contractual obligations and commercial commitments: Payments Due by PeriodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    2-3 years
    
    
    4-5 years
    
    
    After 5 yearsCapital lease obligations
    
    $
    70,000
    
    
    $
    38,000
    
    
    $
    32,000
    
    
    $
    
    
    
    $
    Operating leases
    
    
    9,677,000
    
    
    
    2,306,000
    
    
    
    2,448,000
    
    
    
    2,609,000
    
    
    
    2,314,000Minimum license
commitment
    
    
    2,250,000
    
    
    
    150,000
    
    
    
    300,000
    
    
    
    300,000
    
    
    
    1,500,000Fixed asset and
inventory purchase
commitments
    
    
    1,604,000
    
    
    
    1,604,000
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    13,601,000
    
    
    $
    4,098,000
    
    
    $
    2,780,000
    
    
    $
    2,909,000
    
    
    $
    3,814,000
 Capital Expenditures We plan to invest approximately $450,000 in fixed assets during the remainder of 2005. Future Liquidity Our principal sources of liquidity consist of existing cash balances and funds expected to be
generated from future operations. We believe our existing cash resources, together with our line
of credit and a planned inventory reduction, will be sufficient to fund our planned operations for
at least the next twelve months. We have more inventory than required for current sales volumes
and plan to use our excess inventory as a material source of funding in 2005. We believe the key
factors to our liquidity in 2005 will be our ability to successfully execute on our plans to
increase sales levels and to convert excess inventory to cash. There is no assurance that the
Company will be able to increase sales levels or to sell excess inventory, Our cash requirements
will also depend on numerous other variable factors, including the rate of growth of sales, the
timing and levels of products purchased, payment terms and credit limits from manufacturers, and
the timing and level of accounts receivable collections. If actual cash flows deviate significantly from forecasted amounts, we may require additional
financing in the next twelve months. We cannot assure you that additional financing (public or
private) will be available on acceptable terms or at all. If we issue additional equity securities
to raise funds, the ownership percentage of our existing stockholders would be reduced. New
investors may demand rights, preferences or privileges senior to those of existing holders of
common stock. If we cannot raise any needed funds, we might be forced to make further substantial
reductions in our operating expenses, which could adversely affect our ability to implement our
current business plan and ultimately our viability as a company. In the last several years, we have raised money from investors to cover our operating losses
through public and private offerings. Our ability to continue to raise funds using these methods
may be adversely impacted by NASDAQ listing issues. Our continued NASDAQ listing requires us to
maintain a minimum stock price of $1 per share. Our stock traded below $1 per share for 30
consecutive business days prior to April 4, 2005. We received a notice of potential delisting from
the Nasdaq Stock Market on that date and have been provided until October 3, 2005 to regain
compliance with the NASDAQ minimum price rule. If we cannot demonstrate compliance with the
minimum price rule by that date, we may request a transfer to the Nasdaq SmallCap Market (presuming
we continue to meet the initial listing criteria except for the minimum price requirement) and
secure an additional 180 calendar day compliance period which is typically provided to SmallCap
issuers. In order to maximize our options for addressing this problem, we are submitting a request
to our stockholders at the 2005 annual meeting for discretionary authority over the next year to
implement a reverse stock split in the range of 1-for-2 to 1-for-10. The annual meeting is
scheduled for May 25, 2005, and we have mailed our proxy statement to the stockholders. Our financial statements have been prepared assuming that the Company will continue as a going
concern. The factors described above raise substantial doubt about our ability to continue as a
going concern. Our financial statements do not include any adjustments that might result from this
uncertainty. Our independent registered public accounting firm has included in their audit report for
fiscal 2004 an explanatory paragraph expressing doubt about our ability to continue as a going
concern. They included a similar explanatory paragraph in their audit report for 2002 and 2003.
In 2004, we incurred a net loss of $31.2 million and had negative cash flows from operations of
$21.6 million. In response, we reduced direct and indirect labor and continued to cut fixed costs.
We also 26




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consolidated our Sunnyvale operations into our Santa Barbara facility and accelerated the
implementation of a new, lower cost wafer deposition process. In the first quarter of 2005 we
incurred a net loss of $5.5 million and had negative cash flows from operations of $4.2 million.
We are continuing to look for opportunities to reduce expenses and generate cash. Net Operating Loss Carryforward As of December 31, 2004, we had net operating loss carryforwards for federal and state income
tax purposes of approximately $244.6 million and $119.4 million, respectively, which expire in the
years 2005 through 2024. Of these amounts $93.7 million and $30.2 million, respectively resulted
from the acquisition of Conductus. Included in the net operating loss carryforwards are deductions
related to stock options of approximately $24.1 million and $13.1 million for federal and
California income tax purposes, respectively. To the extent net operating loss carryforwards are
recognized for accounting purposes the resulting benefits related to the stock options will be
credited to stockholders equity. In addition, we have research and development and other tax
credits for federal and state income tax purposes of approximately $2.6 million and $2.4 million,
respectively, which expire in the years 2005 through 2024. Of these amounts $972,000 and $736,000,
respectively resulted from the acquisition of Conductus. Due to the uncertainty surrounding their realization, we have recorded a full valuation
allowance against our net deferred tax assets. Accordingly, no deferred tax asset has been
recorded in the accompanying balance sheet. Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of
net operating loss carryforwards based on a statutory rate of return (usually the applicable
federal funds rate, as defined in the Internal Revenue Code) and the value of the corporation at
the time of a change of ownership as defined by Section 382. We completed an analysis of our
equity transactions and determined that we had a change in ownership in August 1999 and December
2002. Therefore, the ability to utilize net operating loss carryforwards incurred prior to the
change of ownership totaling $101.6 million will be subject in future periods to an annual
limitation of $1.3 million. In addition, we acquired the right to Conductus net operating losses,
which are also subject to the limitations imposed by Section 382. Conductus underwent three
ownership changes, which occurred in February 1999, February 2001 and December 2002. Therefore,
the ability to utilize Conductus net operating loss carryforwards of $93.7 million incurred prior
to the ownership changes will be subject in future periods to annual limitation of $700,000. Net
operating losses incurred by us subsequent to the ownership changes totaled $51.4 million and are
not subject to this limitation. Future Accounting Requirements In
December 2004, the Financial Accounting Standards Board issued
SFAS No. 123(R) (revised
2004), Share-Based Payment which amends SFAS Statement 123 and will be effective for public
companies for annual periods beginning after June 15, 2005. The new standard will require us to
recognize compensation costs in our financial statements in an amount equal to the fair value of
share-based payments granted to employees and directors. We are currently evaluating how we will
adopt the standard and evaluating the effect that the adoption of
SFAS 123(R) will have on our
financial position and results of operations In November 2004, the FASB issued SFAS No. 151, Inventory Costs, and amendment of ARB No.
43, Chapter 4. This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to
clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and
wasted material (spoilage). Paragraph 5 of ARB No. 43, Chapter 4, previously stated that ...under
some circumstances, items such as idle facility expense, excessive spoilage, double freight, and
rehandling costs may be so abnormal as to require treatment as current period charges.... SFAS No.
151 requires that those items be recognized as current-period charges regardless of whether they
meet the criterion of so abnormal. In addition, this statement requires that allocation of fixed
production overheads to the cost of conversion be based on the normal capacity of the production
facilities. The provisions of SFAS 151 shall be applied prospectively and are effective for
inventory costs incurred during fiscal years beginning after June 15, 2005, with earlier
application permitted for inventory costs incurred during fiscal years beginning after the date
this Statement was issued. We do not expect the adoption of SFAS No. 151 to have a material impact
on our financial position and results of operations. Forward-Looking Statements This report contains forward-looking statements that involve risks and uncertainties. We have
made these statements in reliance on the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Our forward-looking statements relate to future events or our
future performance and include, but are not limited to, statements concerning our business
strategy, future commercial revenues, market growth, capital requirements, new product
introductions, expansion plans and the adequacy of our funding. Other statements contained in this
report that are not historical facts are also forward-looking statements. We have tried, wherever
possible, to identify forward-looking statements by terminology such as may, will, could,
should, expects, anticipates, intends, plans, believes, seeks, estimates and other
comparable terminology. 27




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Forward-looking statements are not guarantees of future performance and are subject to various
risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may
differ materially from those expressed in forward-looking statements. They can be affected by many
factors, including, but not limited to the following:  
    fluctuations in product demand from quarter to quarter which can be significant,
    the impact of competitive filter products, technologies and pricing,
    manufacturing capacity constraints and difficulties,
    market acceptance risks, and
    general economic conditions. Please read the section in our 2004 Annual Report on Form 10-K entitled Business 
Additional Factors That May Affect Our Future Results for a description of additional
uncertainties and factors that may affect our forward-looking statements. Forward-looking
statements are based on information presently available to senior management, and we do not assume
any duty to update our forward-looking statements. 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk There was no material change in our exposure to market risk at April 2, 2005 as compared with
our market risk exposure on December 31, 2004. See Managements Discussion and Analysis of
Financial Condition and Results of Operations  Market Risk in our 2004 Annual Report on Form
10-K. 
 Item 4. Disclosure Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed by us in the reports that we file or submit, is recorded,
processed, summarized and reported, within the time periods specified in the U.S. Securities and
Exchange Commissions rules and forms. Our Chief Executive Officer and Chief Financial Officer
have evaluated our disclosure controls and procedures and have concluded that they were effective
as of April 2, 2005. Changes in Internal Controls There has been no change in our internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15(d)  15(f)) during the first quarter of 2005 that has
materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate. 
 PART II. OTHER INFORMATION 
 Item 1. Legal Proceedings Patent Litigation The Company was engaged in a patent dispute with ISCO International, Inc. relating to U.S.
Patent No. 6,263,215 entitled Cryoelectronically Cooled Receiver Front End for Mobile Radio
Systems. ISCO filed a complaint on July 17, 2001 in the United States District Court for the
District of Delaware against us and our wholly-owned subsidiary, Conductus, Inc. The ISCO
complaint alleged that our SuperFilter product and Conductus ClearSite® product infringe ISCOs
patent. The matter went to trial on March 17, 2003. On April 3, 2003, the jury returned a unanimous verdict that our SuperFilter product does not
infringe the patent in question, and that ISCOs patent is invalid and unenforceable. The jury
also awarded us $3.8 million in compensatory damages based upon a finding that ISCO engaged in
unfair competition and acted in bad faith by issuing press releases and contacting our customers
asserting rights under this patent. 28




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On April 17, 2003, the Company filed a Motion for Attorneys Fees and Disbursements, in which
it asked the court to award it its attorneys fees and other litigation expenses. On the same
date, ISCO filed a motion, asking the court to overturn the verdict and grant a new trial. In
August 2003, the court rejected ISCOs request to overturn the jurys verdict that the patent is
invalid and not infringed by the SuperFilter product, and accepted the jurys verdict that the
patent is unenforceable because of inequitable conduct committed by one of the alleged inventors.
ISCO subsequently filed a notice of appeal as to this portion of the courts decision. The court
overturned the jurys verdict of unfair competition and bad faith on the part of ISCO and the
related $3.8 million compensatory damage award to us, and also denied our request for reimbursement
of our legal fees associated with the case. The Company filed a notice of appeal as to this
portion of the courts decision. On February 3, 2005, the Appellate Court reaffirmed the unanimous jury verdict that ISCOs US
patent is invalid and unenforceable. The Appellate Court also denied the Companys request to
reinstate the jurys $3.8 million damage award to us for unfair competition and bad faith on the
part of ISCO. The trial judge had overruled the jurys finding on this point, and the Company
appealed that portion of the judges ruling. Class Action Lawsuits The Company and certain of its officers were named as a defendant in several substantially
identical class action lawsuits filed in the United States District Court for the Central District
of California in April 2004. The cases were consolidated in August 2004, and the plaintiffs filed
an amended consolidated complaint in October 2004. The plaintiffs allege securities law violations
by us and certain of our officers and directors under Rule 10b-5 and Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, as amended. The complaint was filed on behalf of a purported
class of people who purchased our stock during the period between January 9, 2004 and March 1, 2004
and seeks unspecified damages. The plaintiffs base their allegations primarily on the fact that
the Company did not achieve its forecasted revenue guidance of $10 to $13 million for the first
quarter of 2004. In February 2005 the Company settled with the lead plaintiffs appointed by the District Court
to handle this matter. Under the terms of the settlement, the Companys insurers will pay $4.0
million into a settlement fund, and the Company will pay up to $50,000 of the costs of providing
notice of the settlement to settlement class members. The settlement remains subject to approval
by the District Court. The Company recorded a liability in its December 31, 2004 consolidated
financial statements for the proposed amount of the settlement of $4,050,000. Because the insurance
carrier involved in this suit agreed to pay $4.0 million of the settlement amount, and therefore
recovery from the insurance carrier was probable, a receivable was also recorded for that amount.
These amounts were paid into the settlement fund in April 2005. 
 Item 5. Other Information (a) Additional Disclosures None (b) Stockholder Nominations There have been no material changes to the procedures by which stockholders may recommend
nominees to our board of directors. Please see the discussion of our procedures under the heading
Board Meetings and Committees on pages 4 and 5 of our 2005 Proxy Statement available online at
www.sec.gov. 
 Item 6. Exhibits Number
    
    
    Description of Document3.1
    
    
    Amended and Restated Certificate of Incorporation of the Company (1)3.2
    
    
    Certificate of Amendment of Restated Certificate of Incorporation (2)3.3
    
    
    Bylaws of the Registrant (3)3.4
    
    
    Certificate of Amendment of Bylaws dated May 17, 2001 (2)3.5
    
    
    Certificate of Amendment of Bylaws dated August 8, 2001 (2)4.1
    
    
    Form of Common Stock Certificate (4)4.2
    
    
    Third Amended and Restated Stockholders Rights Agreement (3)
 29




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Number
    
    
    Description of Document4.3
    
    
    Warrant Issued to PNC Bank, National Association in connection with Credit Agreement
(3)4.4
    
    
    Registration Rights Agreement to United States Cellular Corporation (5)4.5
    
    
    Form of Warrant to United States Cellular Corporation (5)4.6
    
    
    Warrant Purchase Agreement dated December 1, 1999 with PNC Bank (6)4.7
    
    
    Warrant Purchase Agreement dated January 12, 2000 with PNC Bank (6)4.8
    
    
    Certificate of Designations, Preferences and Rights of Series E Convertible Stock (7)4.9
    
    
    Securities Purchase Agreement dated as of September 29, 2000 between the Company and
RGC International Investors, LDC. (Exhibits and Schedules Omitted) (7)4.10
    
    
    Registration Rights Agreement dated as of September 29, 2000 between the Company and
RGC International Investors, LDC. (7)4.11
    
    
    Initial Stock Purchase Warrant dated as of September 29, 2000 between the Company
and RGC International Investors, LDC. (7)4.12
    
    
    Incentive Stock Purchase Warrant dated as of September 29, 2000 between the Company
and RGC International Investors, LDC. (7)4.13
    
    
    Registration Rights Agreement, dated March 6, 2002 (8)4.14
    
    
    Warrants to Purchase Shares of Common Stock, dated March 11, 2002 (8)4.15
    
    
    Registration Rights Agreement dated October 10, 2002 (9)4.16
    
    
    Warrants to Purchase Common Stock dated October 10, 2002 (9)4.17
    
    
    Common Stock Purchase Agreement, dated March 8, 2002 between Conductus, Inc. and the
investors signatory thereto (10)4.18
    
    
    Warrant to Purchase Common Stock, dated March 8, 2002 by Conductus, Inc. to certain
investors (11)4.19
    
    
    Registration Rights Agreement, dated March 26, 2002, between Conductus, Inc. and
certain investors (11)4.20
    
    
    Warrant to Purchase Common Stock, dated August 7, 2000, issued by Conductus to
Dobson Communications Corporation (12) *4.21
    
    
    Form of Series B Preferred Stock and Warrant Purchase Agreement dated September 11,
1998 and September 22, 1998 between Conductus and Series B Investors (13)4.22
    
    
    Form of Warrant to Purchase Common Stock between Conductus and Series B investors,
dated September 28, 1998, issued by Conductus in a private placement (13)4.23
    
    
    Form of Series C Preferred Stock and Warrant Purchase Agreement, dated December 10,
1999, between Conductus and Series C Investors (14)4.24
    
    
    Form of Warrant Purchase Common Stock between Conductus and Series C investors,
dated December 10, 1999, issued by Conductus in a private placement (14)4.25
    
    
    Form of Warrant to Purchase Common Stock dated March 28, 2003, issued to Silicon
Valley Bank (15)4.26
    
    
    Form of Warrant (16)4.27
    
    
    Form of Registration Rights Agreement (16)4.28
    
    
    Agility Capital Warrant dated May 2004 (17)4.29
    
    
    Silicon Valley Bank Warrant dated May 2004(17)10.1
    
    
    Employment Agreement with Terry White10.2
    
    
    Non-Employee Director Compensation Plan10.3
    
    
    Accounts Receivable Purchase Modification Agreement with Silicon Valley Bank dated
March 29, 2005 (18)10.4
    
    
    Settlement Agreement  Class Action31.1
    
    
    Statement of CEO Pursuant to 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Statement of CFO Pursuant to 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Statement of CEO Pursuant to 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Statement of CFO Pursuant to 906 of the Sarbanes-Oxley Act of 2002
   (1)
    
    Incorporated by reference from the Registrants Quarterly Report on Form 10-Q filed for the
quarter ended April 3, 1999.(2)
    
    Incorporated by reference from the Registrants Quarterly Report on Form 10-Q filed for the
quarter ended June 30, 2001.(3)
    
    Incorporated by reference from the Registrants Quarterly Report on Form 10-Q filed for the
quarter ended July 3, 1999. 30




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(4)
    
    Incorporated by reference from the Registrants Registration Statement on Form S-1 (Reg. No.
33-56714).(5)
    
    Incorporated by reference from the Registrants Quarterly Report on Form 10-Q filed for the
quarter ended October 2, 1999.(6)
    
    Incorporated by reference from the Registrants Registration Statement on Form S-8 (Reg. No.
333-90293).(7)
    
    Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended
December 31, 1999.(8)
    
    Incorporated by reference from Registrants Annual Report on Form 10-K for the year ended
December 31, 2001.(9)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed October 2,
2002.(10)
    
    Incorporated by reference from the Registrants Annual Report on Form 10-K filed for the year
ended December 31, 1997.(11)
    
    Incorporated by reference from the Conductus, Inc.s Registration Statement on Form S-3 (Reg.
No. 333-85928), filed on April 9, 2002.(12)
    
    Incorporated by reference from Conductus, Inc.s Quarterly Report on Form 10-Q, filed with
the SEC on November 16, 1998.(13)
    
    Incorporated by reference from Conductus, Inc.s Annual Report on Form 10-K, filed with the
SEC on March 30, 2000.(14)
    
    Incorporated by reference from Conductus, Inc.s Annual Report on Form 10-K for the year
ended December 31, 1999.(15)
    
    Incorporate by reference from Registrants Quarterly Report on Form 10-Q for the quarter
ended March 29, 2003.(16)
    
    Incorporated by reference from Registrants Current Report on Form 8-K filed June 25, 2003.(17)
    
    Incorporated by reference from Registrants Registration Statement of Form S-3 Reg.
333-89184).(18)
    
    Incorporated by reference from Registrants Form 8-K dated March 29, 2005*
    
    Confidential treatment has been previously granted for certain portions of these exhibits. 
 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SUPERCONDUCTOR TECHNOLOGIES INC.Dated:
May 6, 2005
    
    
    
    /s/ Martin S. McDermutMartin S. McDermutSenior Vice President, Chief Financial
Officer and Secretary/s/ Jeffrey A. QuiramJeffrey A. QuiramPresident and Chief Executive Officer