Filed Pursuant to Rule 424(b)(3)
Registration No. 333-131605
PROSPECTUS SUPPLEMENT
Number 4
to
Prospectus dated April 4, 2006, Prospectus Supplement dated May 15, 2006, Prospectus Supplement
dated August 3, 2006, and Prospectus Supplement dated November 3, 2006
of
SUPERCONDUCTIVE COMPONENTS, INC.
2,281,253 Shares of Common Stock
This Prospectus Supplement relates to the sale of up to 2,281,253 shares of Superconductive
Components, Inc. common stock (the Shares). The Shares are being registered to permit public
secondary trading of the shares that are being offered by the selling shareholders named in the
prospectus. We are not selling any of the Shares in this offering and therefore will not receive
any proceeds from this offering.
This Prospectus Supplement No. 4 includes the attached Annual Report on Form 10-KSB (the Form
10-KSB) of Superconductive Components, Inc. (the Company), for the year ended December 31,
2006, filed by the Company with the Securities and Exchange Commission on March 7, 2007. The
exhibits to the Form 10-KSB are not included with this Prospectus Supplement No. 4 and are not
incorporated by reference herein. This Prospectus Supplement No. 4 should be read in conjunction
with the prospectus supplement No. 1 dated May 15, 2006, the prospectus supplement No. 2 dated
August 3, 2006, and the prospectus supplement No. 3 dated November 3, 2006.
Our common stock is traded on the Over-the-Counter Bulletin Board under the symbol SCCI.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 4 is March 15, 2007.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 2006
Commission File Number: 0-31641
SUPERCONDUCTIVE COMPONENTS, INC.
(Name of small business issuer in its charter)
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Ohio
(State or other jurisdiction of
incorporation or organization)
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31-1210318
(I.R.S. Employer
Identification No.)
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2839 Charter Street
Columbus, Ohio 43228
(Address of principal executive offices, including zip code)
(614) 486-0261
(Issuers telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, without par value
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(Title of Class)
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Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.
o
Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes
þ
No
o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
contained in this form, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
o
The issuers revenues for the fiscal year ended December 31, 2006, were $8,045,792.
The aggregate market value of the Registrants common equity held by non-affiliates of the
Registrant was approximately $10,432,375 on March 2, 2007
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There were 3,440,191 shares of the Registrants Common Stock outstanding on March 2, 2007.
Transitional
Small Business Disclosure Format (check one): Yes
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No
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Documents Incorporated By Reference
Portions of our Proxy Statement for the 2007 Annual Meeting of Stockholders are incorporated
by reference in Part III.
Table of Contents
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Page
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Part I
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Item 1.
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Description of Business
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3
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Item 2.
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Description of Property
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9
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Item 3.
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Legal Proceedings
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9
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Item 4.
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Submission of Matters to a Vote of Security Holders
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9
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Part II
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Item 5.
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Market for Common Equity and Related Stockholder Matters
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10
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Item 6.
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Managements Discussion and Analysis or Plan of Operation
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12
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Item 7.
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Financial Statements
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16
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Item 8.
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
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16
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Item 8A.
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Controls and Procedures
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16
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Item 8B.
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Other Information
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16
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Part III
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Item 9.
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Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act
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17
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Item 10.
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Executive Compensation
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17
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Item 11.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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17
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Item 12.
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Certain Relationships and Related Transactions
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17
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Item 13.
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Exhibits
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18
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Item 14.
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Principal Accountant Fees and Services
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20
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Signatures
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21
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Note Regarding Forward-Looking Statements
This Annual Report on Form 10-KSB contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 26A of the Securities
Act of 1933, as amended. The words anticipate, believe, expect, estimate, and project and
similar words and expressions identify forward-looking statements, which speak only as of the date
hereof. Investors are cautioned that such statements involve risks and uncertainties that could
cause actual results to differ materially from historical or anticipated results due to many
factors, including, but not limited to, the factors discussed in Description of Business Risk
Factors. The Company undertakes no obligation to publicly update or revise any forward-looking
statements.
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Introduction
Superconductive Components, Inc. (SCI or the Company), dba SCI Engineered Materials, an
Ohio corporation, was incorporated in 1987, to develop, manufacture and market products based on or
incorporating high temperature superconductive (HTS) materials. We manufacture ceramic and metal
targets for a variety of industrial applications including: Photonics/Optical, Semiconductor, Thin
Film Batteries and, to a lesser extent HTS. Photonics/Optical currently represents our largest
market for our targets. Thin Film Battery is a developing market where manufacturers of batteries
use our targets to produce very small power supplies, with small quantities of stored energy. The
production and sale of HTS materials was the initial focus of our operations.
History of the Company
The late Dr. Edward Funk, Sc.D., and his late wife Ingeborg founded Superconductive
Components, Inc., in 1987. Dr. Funk, formerly a Professor of Metallurgy at The Ohio State
University and a successful entrepreneur, envisioned significant market potential for the newly
discovered High Temperature Superconductivity (HTS) material YBCO (T
c
of 90
o
K). Our first product was a 99.999% pure, co-precipitated YBCO 1-2-3 powder. Over the years we
expanded our product line by adding other High T
c
Powders, sintered shapes, single
crystal substrates, and non-superconducting sputtering targets.
SCI opened a subdivision, Target Materials Inc. (TMI), in 1991 to supply the increasing
worldwide demand for sputtering and laser ablation targets. TMI became a full service manufacturer
of high performance thin film materials, providing a wide selection of metals, ceramics, and alloys
for sputtering targets, evaporation sources, and other PVD applications. TMI served the R&D as well
as the Industrial and Decorative Coating markets. During this time, TMI began to manufacture
targets for the Photovoltaic, Flat Panel Display, and Semiconductor industries.
In July of 2002 the two divisions, Superconductive Components Inc. and Target Materials Inc.,
were merged. The resulting company operates under the name SCI Engineered Materials. We began to
manufacture complex ceramic, metal, and alloy products for the thin film battery, photovoltaic,
media storage, flat panel display, semiconductor, electronic, and photonic industries.
In May of 2005, we received ISO 9001:2000 registration, an internationally recognized
milestone in our pursuit of quality. This registration enabled us to increase our customer base in
the Photonics/Optical market which has benefited sales since the second quarter of 2005.
Throughout our history, we have conducted funded research primarily under grants from entities
such as the Department of Energy, the National Science Foundation, NASA, and the Ohio Department of
Development. These activities are generally limited to funded research that is consistent with our
focus on commercial applications in our principal markets.
Over the past two decades, we have developed considerable expertise in the development and
ramp-up of manufacturing of novel materials, such as Bismuth Strontium Calcium Copper Oxide (a
superconductor), and battery and solar physical vapor deposition targets. Today, we serve a
diverse base of domestic and multi-national corporations, universities, and leading research
institutions. We actively seek to partner with organizations to provide solutions for difficult
material challenges.
Business
We view our business as supplying ceramic and metal materials to a variety of industrial
applications including: Photonics/Optical, Semiconductor, Thin Film Batteries and HTS.
The production and sale of HTS materials was the initial focus of our operations and these
materials continue to be part of our development efforts. We continue to work with private
companies and government agencies to develop new and improved products for future applications;
however, our principal business focus is on products positioned for commercialization.
3
Photonics/Optical currently represents the largest market for our materials. Our customers
are continually identifying new materials that improve the utility of optical coating. This
includes improvements in their ability to focus or filter light, and coatings that improve wear and
chemical attack resistance, all of which increase the potential demand for the types and amounts of
materials we sell in this market. Photonic applications continue to expand as new methods are
found to manipulate light waves to enhance the various properties of light. Currently, these
include optic devices, photonic integrated circuits, reflective coatings and solar products.
Thin Film Battery materials is a developing market where manufacturers of batteries use our
targets, especially lithium orthophosphate and lithium cobalt oxide as key elements to produce
power supplies with small quantities of stored energy. A typical Thin Film Battery would be
produced via Physical Vapor Deposition (PVD) with five or more thin layers. These batteries are
often one centimeter square but only 15 microns thick. Potential applications for these batteries
include, but are not limited to, active RFID tags, battery on chip, portable electronics, and
medical implant devices.
We achieved ISO 9001:2000 certification during 2005. This immediately resulted in the return
of a major customer and the addition of another major customer which helped to increase our sales
in the second half of 2005 and through out 2006.
We had total annual revenues of $8,045,792, $3,457,182, and $2,172,864 in the years ended
December 31, 2006, 2005, and 2004, respectively.
Principal suppliers in 2006 were Polema S.A., Engelhard Corporation and Johnson Matthey. In
every case, we believe that suitable alternate vendors can be used to ensure availability of
required materials. As volume grows, we may enter into alliances or purchasing contracts with
these or other vendors.
Our largest customer represented over 60% of total revenues in 2006. We had contract research
revenue of $42,092 and $289,439, representing 0.5% and 8.4%, for the years ending December 31, 2006
and 2005, respectively.
Marketing and Sales
We use various distribution channels to reach end user markets, including direct sales by our
sales persons, independent manufacturers representatives in the United States, and independent
distributors for international markets. The Internet provides tremendous reach for new customers
to be able to identify us as a source of their product needs. We have an operating website
www.sciengineeredmaterials.com, which we upgraded in 2006 to include expanded online product
inquiry capabilities and additional product information. In 2006, we added a marketing manager to
further drive our sales efforts, especially in the Semiconductor market.
Ceramics
We are capable of producing ceramic powders via several different processing techniques
including solid state, precipitation and combustion synthesis. Ceramic targets can also be
produced in a variety of ways depending on the end user applications. Production techniques
include sintering, cold isostatic pressing and hot pressing.
Most of our products are manufactured from component chemicals and metals supplied by various
vendors. If we suddenly lost the services of a supplier, there could be a disruption in its
manufacturing process until the supplier was replaced. We have identified several firms as
potential back-up suppliers who would be capable of supplying these materials to us as necessary.
To date, we have not experienced an interruption of raw material supplies.
Metals
In addition to the ceramic targets previously mentioned, we produce metal sputtering targets
and backing plates. The targets are bonded to the backing plates for application in the PVD
industry. These targets can be produced by casting, hot pressing and machining of metals and metal
alloys depending on the application.
Applications for metal targets are highly varied from applying decorative coatings for end
uses such as sink faucets to the production of various electronic, photonic and semiconductor
products.
We purchase various metals of reasonably high purity (often above 99.9%) for our applications.
We are not dependent on a single source for these metals and do not believe losing a vendor would
materially affect our business.
4
We have continually added production processes and testing equipment for the many product
compositions that can be used as PVD materials.
Competition
We have a number of domestic and international competitors in both the ceramic and metal
fields, many of whom have resources far in excess of our resources. Williams Advanced Materials
provides both powders and thin film deposition products. Kurt Lesker is another supplier of
ceramic targets and Dowa Chemicals of Japan supplies HTS materials. Tosoh, Williams Advanced
Materials, Kurt Lesker and Plasmaterials are competing suppliers in regard to metal targets.
Research and Development
We are developing sputtering targets for semiconductor applications which could be used to
produce high K dielectric films via PVD processing. We focus our research and development efforts
in areas that build on our expertise in multi-component ceramic oxides.
Contract research revenues were $42,092 during 2006, compared to $289,439 for 2005
.
The decrease was due to the completion of work performed on a Phase II Small Business
Innovation Research grant for $523,612 from the United States Department of Energy that was awarded
in 2003. This award was to develop an advanced method to manufacture continuous reacted lengths of
High Tc Superconductor: Bismuth Strontium Calcium Copper Oxide 2212 Wire. The work on this
contract was completed in 2005. Revenues of $0 and $231,738 from this grant were included in 2006
and 2005, respectively.
We received notification in 2005 from the United States Department of Energy of a Notice of
Financial Assistance Award in the amount of $99,793. This award provided support for Phase I of an
SBIR entitled Feasibility of Cost Effective, Long Length, BSCCO 2212 Round Wires, for Very High
Field Magnets Beyond 12 Tesla at 4.2 Kelvin. The work on the contract has been completed.
Revenues of $42,092 and $57,701 were recognized in 2006 and 2005, respectively.
We intend to continue to seek funded research opportunities that maintain and expand technical
understanding within our company.
We have certain proprietary knowledge and trade secrets related to the manufacture of ceramic
oxide PVD materials and patents covering some HTS products.
New Product Initiatives
During 2006, we began work to develop transparent conductive oxide materials for the fast
growing Photovoltaic (PV or Solar Cell) market. Three materials were identified for development.
One of these three materials was being tested in a prototype application in 2006.
We have undertaken research and development opportunities with respect to new and innovative
materials and processes to be used in connection with the production of Thin Film Batteries.
Presently, there are approximately five manufacturers of Thin Film Batteries in the country, each
in various stages of development from prototype to small scale production. In addition there are
several firms and research institutes conducting tests on Thin Film Batteries. We believe this
market may potentially become very large with significant growth expected during the next two
years. There are numerous applications for Thin Film Batteries, including, but not limited to,
active RFID tags, battery on chip, portable electronics, and medical implant devices. Given the
many potential uses for Thin Film Batteries, we anticipate that the market for materials it
produces will grow in direct correlation to the Thin Film Battery market itself.
We currently face competition from other producers of materials used in connection with the
manufacture of Thin Film Batteries. We believe that we have certain competitive advantages in
terms of quality, but acknowledge that we are currently at a disadvantage in terms of capital
resources. We intend to actively market our materials to Thin Film Battery producers in the
upcoming year in order maintain our strong presence in this market.
Currently, SCI is the leading supplier of targets to this market.
At present, we have several customers for the materials we produce for Thin Film Batteries.
Since we have begun producing materials for the Thin Film Battery market, we have experienced no
problems securing the supplies
5
needed to produce the materials. We do not anticipate supply problems in the near future.
However, changes in production methods and advancing technologies could render our current products
obsolete and the new production protocols may require supplies that are less available in the
marketplace, which may cause a slowing or complete halt to production as well as expanding costs
which we may or may not be able to pass on to our customers.
In October of 2003, we were awarded a $1.2 million grant from the State of Ohios Third
Frontier Action Fund. We have teamed with Lithchem Inc. to produce raw materials for the Lithium
Thin Film Battery sputtering target manufacturing process. The funds were used to procure capital
equipment required to commercialize the manufacturing process for target manufacturing. In
addition, three manufacturers of Lithium Thin Film Batteries have agreed to participate in the
program and will provide testing and manufacturing qualification evaluations of targets produced
using the commercial scale processes developed during the grant period. The term of the grant was
two years. An extension has been approved and the program is expected to be completed by September
30, 2007. We have received and are using equipment funded by this grant.
Intellectual Property
We have received a patent for Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a
Chemical Precipitation and Low-Pressure Calcination method from the United States Patent and
Trademark Office. We also have received a patent for a new process to join two individual strongly
linked super-conductors utilizing a melt processing technique.
In the future, we may submit additional patent applications covering various applications,
which have been developed by us. Because U.S. patent applications are maintained in secret until
patents are issued, and because publications of discoveries in the scientific or patent literature
tend to lag behind actual discoveries by several months, we may not be the first creator of
inventions covered by issued patents or pending patent applications or the first to file patent
applications for such inventions. Additionally, other parties may independently develop similar
technologies, duplicate our technologies or, if patents are issued to us or rights licensed by us,
design around the patented aspects of any technologies we developed or licensed.
We rely on a combination of patent and trademark law, license agreements, internal procedures
and nondisclosure agreements to protect our intellectual property. Unfortunately, these may be
invalidated, circumvented or challenged. In addition, the laws of some foreign countries in which
our products may be produced or sold do not protect our intellectual property rights to the same
extent as the laws of the United States.
Employees
We had 21 full-time employees as of December 31, 2006. Of these employees one held a PhD in
Material Science. We have never experienced work stoppage and consider our relations with
employees to be good. The employees do not have a bargaining unit.
Environmental Matters
We handle all materials according to Federal, State and Local environmental regulations and
include Material Safety Data Sheets (MSDS) with all shipments to customers. We maintain a
collection of MSDS sheets for all raw materials used in the manufacture of products and maintenance
of equipment and insure that all personnel follow the handling instructions contained in the MSDS
for each material. We contract with a reputable fully permitted hazardous waste disposal company
to dispose of the small amount of hazardous waste materials generated.
Collections and Write-offs
We collected receivables in an average of 24 days in 2006. We have occasionally been forced
to write-off negligible amount of accounts receivable as uncollectible. We consider credit
management critical to our success.
Seasonal Trends
We have not experienced and do not expect to experience seasonal trends in future business
operations.
6
Risk Factors
We desire to take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The following factors have affected or could affect actual results
and could cause such results to differ materially from those expressed in any forward-looking
statements made. Investors should consider carefully the following risks and speculative factors
inherent in and affecting the business of SCI and an investment in the our common stock.
Historically we have experienced significant operating losses and may continue to do so in the
future.
The Company reported net income applicable to common shares of $277,083 for 2006. Our
accumulated deficit since inception in 1987 was $7,859,087 at December 31, 2006.
We have financed our historical losses primarily from additional investments and loans by our
major shareholders and private offerings of common stock and warrants to purchase common stock in
2004 and 2005. We cannot assure you, however, that we will be able to raise additional capital in
the future to fund our operations.
We have limited marketing and sales capabilities.
We hired a full time marketing manager in 2006, to expand our marketing activities, especially
in the semiconductor market. We must continue to develop appropriate marketing, sales, technical,
customer service and distribution capabilities, or enter into agreements with third parties to
provide these services to successfully market our products. A failure to develop these
capabilities or obtain third-party agreements could adversely affect us.
Our success depends on our ability to retain key management personnel.
Our success depends in large part on our ability to attract and retain highly qualified
management, administrative, manufacturing, sales, and research and development personnel. Due to
the specialized nature of our business, it may be difficult to locate and hire qualified personnel.
The loss of services of one of our executive officers or other key personnel, or our failure to
attract and retain other executive officers or key personnel could have a material adverse effect
on our business, operating results and financial condition. Although we have been successful in
planning for and retaining highly capable and qualified successor management in the past, there can
be no assurance that it will be able to do so in the future.
We may need to seek additional capital in the future, which may reduce the value of our common
stock.
We reported net income applicable to common shares of $277,083 for 2006. We incurred
substantial operating losses prior to 2006. We could be required to seek additional capital in
the future for growth and working capital purposes. There is no assurance that new capital will be
available or that it will be available on terms that will not result in substantial dilution or
reduction in value of our common stock.
Our competitors have far greater financial and other resources than we have.
The market for Physical Vapor Deposition Materials is a substantial market with significant
competition in both ceramic and metal materials. While we believe that our products enjoy certain
competitive advantages in design, function, quality, and availability, considerable competition
exists from well-established firms such as a Williams Advanced Materials, Kurt Lesker and Dowa
Chemicals of Japan, all of which have more resources than we have.
In addition, a significant portion of our business is in the very competitive market for
sputtering targets made of ceramics, metals, and alloys. We face substantial competition in this
area from companies with far greater financial and other resources than we have. We cannot provide
assurance that developments by others will not render our products or technologies obsolete or less
competitive.
Government contracts may be terminated or suspended for noncompliance or other events beyond our
control.
We have had government contracts in the past but do not currently have any government
contracts. Should we receive such contracts in the future, the government has the right to cancel
virtually all of the contracts, which are terminable at its option. While we have complied with
applicable government rules and regulations and contract provisions in the past, we could fail to
comply in the future. Noncompliance with government procurement regulations or contract provisions
could result in the termination of government contracts.
7
Inventions conceived or actually reduced to practice under a government contract generally
result in the government obtaining a royalty-free, non-exclusive license to practice the invention.
Similarly, technologies developed in whole or in part at government expense generally result in
the government obtaining unlimited rights to use, duplicate or disclose technical data produced
under the contract. These licenses and rights may result in a loss of potential revenues or the
disclosure of our proprietary information, either of which could adversely affect us.
Our revenues depend on patents and proprietary rights that may not be enforceable.
We rely on a combination of patent and trademark law, license agreements, internal procedures
and nondisclosure agreements to protect our intellectual property. These may be invalidated,
circumvented or challenged. In addition, the laws of some foreign countries in which our products
may be produced or sold do not protect our intellectual property rights to the same extent as the
laws of the United States. Our failure to protect our proprietary information could adversely
affect us.
Rights we have to patents and pending patent applications may be challenged.
We have received, from the United States Patent and Trademark Office, a patent for
Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a Chemical Precipitation and
Low-Pressure Calcination method, and have also received a patent for a process to join two
individual strongly linked super-conductors utilizing a melt processing technique. In the future,
we may submit additional patent applications covering various applications. The patent application
we filed and patent applications that we may file in the future may not result in patents being
issued, and any patents issued may not afford meaningful protection against competitors with
similar technology, and may be challenged by third parties. Because U.S. patent applications are
maintained in secret until patents are issued, and because publications of discoveries in the
scientific or patent literature tend to lag behind actual discoveries by several months, we may not
be the first creator of inventions covered by issued patents or pending patent applications or the
first to file patent applications for such inventions. Moreover, other parties may independently
develop similar technologies, duplicate our technologies or, if patents are issued to us or rights
licensed by us, design around the patented aspects of any technologies we developed or licensed. We
may have to participate in interference proceedings declared by the U.S. Patent and Trademark
Office to determine the priority of inventions, which could result in substantial costs. Litigation
may also be necessary to enforce any patents held by or issued to us or to determine the scope and
validity of others proprietary rights, which could result in substantial costs.
The rapid technological changes of our industry may adversely affect us if we do not keep pace with
advancing technology.
The Physical Vapor Deposition Market is characterized by rapidly advancing technology. Our
success depends on our ability to keep pace with advancing technology and processes and industry
standards. We have focused our development efforts on powders and sputtering targets. We intend
to continue to develop and integrate advances in the thin film coatings industry. However, our
development efforts may be rendered obsolete by research efforts and technological advances made by
others, and materials other than those we currently use may prove more advantageous.
Additional development of our products may be necessary due to uncertainty regarding development of
markets.
Some of our products are in the early stages of commercialization and we believe that it will
be several years before these products will have significant commercial end-use applications, and
that significant additional development work may be necessary to improve the commercial feasibility
and acceptance of these products. There can be no assurance that we will be able to commercialize
any of the products currently under development.
To date, there has been no widespread commercial use of High Temperature Superconductive (HTS)
products. Additionally, the market for the Thin Film Battery materials is still in its nascent
stages.
The market for our common stock is limited, and as such our shareholders may have difficulty
reselling their shares when desired or at attractive market prices.
Our stock price and our listing may make it more difficult for our shareholders to resell
shares when desired or at attractive prices. In 2001, our stock began trading on The Over the
Counter Bulletin Board (OTC Bulletin Board). Nevertheless, our common stock has continued to
trade in low volumes and at low prices. Some investors view low-priced stocks as unduly
speculative and therefore not appropriate candidates for investment. Many institutional investors
have internal policies prohibiting the purchase or maintenance of positions in low-priced stocks.
8
This has the effect of limiting the pool of potential purchases of our common stock at present
price levels. Shareholders may find greater percentage spreads between bid and asked prices, and
more difficulty in completing transactions and higher transaction costs when buying or selling our
common stock than they would if our stock were listed on a major stock exchange, such as The New
York Stock Exchange or The Nasdaq National Market.
Prior to the fourth quarter of 2006 our common stock was subject to the Securities and Exchange
Commissions penny stock regulations, which limited the liquidity of common stock held by our
shareholders
.
Based on trading prices prior to the fourth quarter of 2006, our common stock was considered a
penny stock for purposes of federal securities laws, and therefore was subject to regulations,
which affected the ability of broker-dealers to sell our securities. Broker-dealers who recommend
a penny stock to persons (other than established customers and accredited investors) must make a
special written suitability determination and receive the purchasers written agreement to a
transaction prior to sale. There can be no assurances that our common stock will not again fall
under these regulations.
If penny stock regulations apply to our common stock, it may be difficult to trade the stock
because compliance with the regulations can delay and/or preclude certain trading transactions.
Broker-dealers may be discouraged from effecting transactions in common stock because of the sales
practice and disclosure requirements for penny stock. This could adversely affect the liquidity
and/or price of our common stock, and impede the sale of the common stock in the secondary market.
Our Articles of Incorporation authorize us to issue additional shares of stock.
We are authorized to issue up to 15,000,000 shares of common stock, which may be issued by our
board of directors for such consideration, as they may consider sufficient without seeking
shareholder approval. The issuance of additional shares of common stock in the future may reduce
the proportionate ownership and voting power of current shareholders.
Our Articles of Incorporation authorize us to issue up to 260,000 shares of preferred stock.
The issuance of preferred stock in the future could create additional securities which would have
dividend and liquidation preferences prior in right to the outstanding shares of common stock.
These provisions could also impede a non-negotiated change in control.
We have not paid dividends on our common stock in the past and do not expect to do so in the
future.
We cannot assure you that our operations will result in sufficient revenues to enable us to
operate at profitable levels or to generate positive cash flow sufficient to pay dividends. We
have never paid dividends on our common shares in the past and do not expect to do so in the
foreseeable future. The Company intends to retain future earnings for use in the business.
ITEM 2. DESCRIPTION OF PROPERTY.
Our office and manufacturing facilities are located at 2839 Charter Street, Columbus, Ohio,
where we occupy approximately 32,000 square feet. We moved our operations into this facility in
2004. The lease on the property expires on August 16, 2014. We believe these facilities are in
good condition and will be adequate for our needs for the foreseeable future.
We are current on all operating lease liabilities.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
9
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market for Common Stock
Our common stock currently trades on the OTC Bulletin Board under the symbol SCCI. The
following table sets forth for the periods indicated the high and low bid quotations for our common
stock.
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High
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Low
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Fiscal 2005
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Quarter Ended March 31, 2005
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$
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2.50
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$
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1.75
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Quarter Ended June 30, 2005
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3.12
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1.75
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Quarter Ended September 30, 2005
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2.95
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2.25
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Quarter Ended December 31, 2005
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5.50
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2.25
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Fiscal 2006
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Quarter Ended March 31, 2006
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5.50
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3.50
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Quarter Ended June 30, 2006
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4.75
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3.25
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Quarter Ended September 30, 2006
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4.90
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3.00
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Quarter Ended December 31, 2006
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6.15
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3.10
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The quotations provided herein may reflect inter-dealer prices without retail mark-up,
markdown, or commissions, and may not represent actual transactions.
As discussed above, at the present time, our common stock trades on the OTC Bulletin Board.
Historically, our common stock was classified as a penny stock. Based on current trading price,
our common stock is no longer considered a penny stock for purposes of federal securities laws.
If our common stock were to once again fall under the penny stock regulations, it may be
difficult to trade the stock because compliance with the regulations can delay and/or preclude
certain trading transactions. Broker-dealers may be discouraged from effecting transactions in our
stock because of the sales practice and disclosure requirements for penny stock. This could
adversely affect the liquidity and/or price of our common stock, and impede the sale of the stock.
Holders of Record
As of December 31, 2006, there were approximately 448 holders of record of the common stock of
SCI and 3,432,915 shares outstanding. There were approximately 50 holders of Series B Preferred
and as of December 31, 2006 there were 25,185 shares outstanding.
Dividends
We have never paid cash dividends on our common stock and do not expect to pay any dividends
in the foreseeable future. We intend to retain future earnings for use in the business.
10
Equity Compensation Plan Information
The following table sets forth additional information as of December 31, 2006, concerning
shares of our common stock that may be issued upon the exercise of options and other rights under
our existing equity compensation plans and arrangements, divided between plans approved by our
shareholders and plans or arrangements not submitted to the shareholders for approval. The
information includes the number of shares covered by, and the weighted average exercise price of,
outstanding options and other rights and the number of shares remaining available for future grants
excluding the shares to be issued upon exercise of outstanding options, warrants, and other rights.
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Number of securities
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remaining available for
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Number of Securities to
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issuance under equity
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be issued upon exercise
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Weighted-average exercise
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compensation plans
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of outstanding options,
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price of outstanding
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(excluding securities
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warrants and rights
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options, warrants and rights
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reflected in column (a))
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(a)
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(b)
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(c)
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Equity
compensation plans
approved by
security holders
(1)
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590,750
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$
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2.25
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274,950
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Equity compensation
plans not approved
by security holders
(2)
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17,500
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$
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2.88
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Total
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608,250
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$
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2.27
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274,950
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(1)
Equity compensation plans approved by shareholders include our 2006 Stock Option
Plan.
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(2)
Includes 17,500 stock purchase warrants that can be acquired to purchase 17,500
shares our common stock, which were issued by us in exchange for consideration in the form of goods
and services.
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11
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Overview
Superconductive Components, Inc. (SCI or the Company), dba SCI Engineered Materials, an
Ohio corporation, was incorporated in 1987, to develop, manufacture and market products based on or
incorporating high temperature superconductive (HTS) materials. We manufacture ceramic and metal
targets for a variety of industrial applications including: Photonics/Optical, Semiconductor, Thin
Film Batteries and, to a lesser extent HTS. Photonics/Optical currently represents our largest
market for its targets. Semiconductor is the newest market we have entered. We added a full time
Marketing Manager in late 2006 to pursue opportunities in this market. Thin Film Battery is a
developing market where manufacturers of batteries use our targets to produce very small power
supplies, with small quantities of stored energy. The production and sale of HTS materials was the
initial focus of our operations and these materials continue to be a part of our development
efforts.
Executive Summary
For the year ended December 31, 2006, we had record revenues of $8,045,792, which was a 133%
increase over 2005. Revenues for the second half were substantially higher compared to the first
half of the year.
For the year ended December 31, 2006, we recorded net income applicable to common shares of
$277,083 compared to a net loss of $(358,405) for 2005. We adopted SFAS 123R effective January 1,
2006. SFAS 123R requires compensation costs related to share based payment transactions to be
recognized in the financial statements. Included in expenses for 2006 is non-cash compensation
expense to employees related to the granting of stock options. The net income applicable to common
shares would have been $287,135 in 2006 without this expense. Earnings Before Interest, Taxes,
Deprecation and Amortization (EBITDA) was $494,101 during 2006 versus $(64,936) during 2005.
Orders received in 2006 were $8,841,827, which was $5,382,744 or 155.6% more than 2005.
Results of Operations
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting
principles generally accepted in the United States requires management to make judgments,
assumptions and estimates that affect the amounts reported in the Financial Statements and
accompanying notes
.
Note 2 to the Financial Statements in the Annual Report on Form 10-KSB for the
year ended December 31, 2006 describes the significant accounting policies and methods used in the
preparation of the Financial Statements. Estimates are used for, but not limited to, the
accounting for the allowance for doubtful accounts, inventory allowances, property and equipment
depreciable lives, patents and licenses useful lives and assessing changes in which impairment of
certain long-lived assets may occur. Actual results could differ from these estimates. The
following critical accounting policies are impacted significantly by judgments, assumptions and
estimates used in the preparation of the Financial Statements. The allowance for doubtful accounts
is based on our assessment of the collectibility of specific customer accounts and the aging of the
accounts receivable. If there is a deterioration of a major customers credit worthiness or actual
defaults are higher than our historical experience, our estimates of the recoverability of amounts
due us could be adversely affected. Inventory purchases and commitments are based upon future
demand forecasts. If there is a sudden and significant decrease in demand for our products or
there is a higher risk of inventory obsolescence because of rapidly changing technology and
customer requirements, we may be required to increase our inventory allowances and our gross margin
could be adversely affected. Depreciable and useful lives estimated for property and equipment,
licenses and patents are based on initial expectations of the period of time these assets and
intangibles will provide benefit to us. Changes in circumstances related to a change in our
business, change in technology or other factors could result in these assets becoming impaired,
which could adversely affect the value of these assets.
Year 2006 As Compared to Year 2005
Revenues
Revenues increased by 132.7% in 2006 to $8,045,792 from $3,457,182 the prior year.
Product sales increased 152.7% to $8,003,700 in 2006 from $3,167,743 in 2005. The increase
in revenues was due to the return of a major customer and the addition of another major customer
following the receipt of ISO
12
9001:2000 certification, in the second quarter of 2005, as well as the addition of other new
customers since the third quarter of 2005. In addition, a portion of the revenue increase was
attributable to an increase in a commodity raw material. Revenues include the ongoing purchase of
commodities whose prices have historically experienced periods of significant fluctuation. These
changes are regularly reflected in selling prices and we are not exposed to risks associated with
price fluctuations of those commodities.
Government development contract revenue was $42,092, or 0.5% of total revenues in 2006 and
$289,439 or 8.4% of total revenues in 2005. The decrease was due to the completion of work
performed on a Phase II Small Business Innovation Research (SBIR) grant for $523,612 from the
United States Department of Energy that began in 2003. This award was to develop an advanced
method to manufacture continuous reacted lengths of High Tc Superconductor: Bismuth Strontium
Calcium Copper Oxide 2212 Wire. The work on the contract was completed in 2005. Revenues of $0
and $231,738 from this grant were included in 2006 and 2005, respectively.
During 2005, the Company received notification from the Department of Energy of a Notice of
Financial Assistance Award that provides support for Phase I of an SBIR entitled Feasibility of
Cost Effective, Long Length, BSCCO 2212 Round Wires, for Very High Field Magnets Beyond 12 Tesla at
4.2 Kelvin. The work on this contract was completed in 2006. Revenues of $42,092 and $57,701
were recognized during 2006 and 2005, respectively.
We currently have no government contracts.
Gross Margin
Total gross margin in 2006 was $1,788,244 or 22.2% of total revenue as compared to $919,861 or
26.6% in 2005. The primary reason for the decrease expressed as a percentage of revenues was due
to sales mix of higher value product with lower gross margin.
Gross margin percent for product revenue was 22.0% in 2006 versus 23.0% in 2005. Gross margin
percent for contract research revenue was 58.6% for 2006 compared to 66.0% in 2005. The decrease
was due to the completion of the Phase II SBIR grant.
Gross margin on our products vary widely and are impacted from period to period by sales mix
and utilization of production capacity. We expect improved volume in 2007 as the efforts of the
Sales Manager and Marketing Manager lead to new sales opportunities with new customers. This added
volume is expected to improve manufacturing overhead absorption yielding improved gross margins.
Inventory reserves are established for obsolete inventory, excess inventory quantities based
on our estimate of net realizable value and for lower-of-cost or market. Reductions in this
reserve were $13,399 and $26,269 for the years ended December 31, 2006, and 2005, respectively. We
believe the inventory reserve, after its assessment of obsolete inventory, at December 31, 2006, of
$75,862 will be adequate for excess inventory and a lower of cost-or-market analysis. The decrease
in the reserve for 2006 is a result of a portion of obsolete inventory sold at reduced prices.
Selling Expense
Selling expense increased 49.3% to $354,609 from $237,569 in 2005. This increase was
primarily due to the addition of a marketing manager and the implementation of an incentive
compensation program.
General and Administrative Expense
General and administrative expense in 2006 was $928,506 compared to $765,748 in 2005, an
increase of 21.3%. This was due to increased wages, higher public relations and legal expenses and
the implementation of an incentive compensation program.
Research and Development Expense
Research and development expense for 2006 was $212,507 compared to $183,403 in 2005, an
increase of 15.9%. The increase is due to higher wages and continued Ruthenium, Thin Film Battery,
Transparent Conductive Oxide and High K dielectric material and process developments.
13
Interest Income and Expense
Interest
income was $43,427 and $9,843 for 2006 and 2005, respectively. This
was due to funds
received from the private equity placement in the fourth quarter of 2005 and cash from operations
in 2006.
Interest expense was $15,508 or 0.2% of revenues in 2006, compared to $75,624, or 2.2% or
revenues in 2005. Interest expense for 2005 included $70,684 for related party interest expense.
The decline was due to the elimination of interest expense to related parties on a note that was
repaid, and another note that converted to equity in 2005.
Income (Loss) Applicable To Common Shares
Income (loss) applicable to common shares was $277,083 and $(358,405) for 2006 and 2005,
respectively. Net income (loss) per common share based on the income (loss) applicable to common
shares for 2006 and 2005 was $0.08 and $(0.13), respectively. The income (loss) applicable to
common shares includes the net income (loss) from operations and the accretion of Series B
preferred stock dividends. The net income (loss) per common share before dividends on preferred
stock was $0.09 and $(0.13) for 2006 and 2005, respectively.
Dividends on the Series B preferred stock accrue at 10% annually on the outstanding shares.
Accrued dividends on the Series B preferred stock was $25,185 for both 2006 and 2005.
Basic earnings for 2006 were $0.08 per common share based on 3,427,236 average shares
outstanding compared to a loss of $(0.13) per common share based on 2,665,078 weighted average
shares outstanding for 2005.
Diluted earnings per common share for 2006 were $0.07 based on 3,982,905 average shares
outstanding compared to a loss of $(0.13) per share based on 2,665,078 weighted average shares
outstanding for 2005. All outstanding common stock equivalents were anti-dilutive in 2005 due to
the net loss.
The following schedule represents our outstanding common shares during the period of 2007
through 2016 assuming all outstanding stock options and stock warrants are exercised during the
year of expiration. If each shareholder exercises his or her options or warrants, it could
increase our common shares by 1,262,737 to 4,702,928 by December 31, 2016. Exercise prices for
options and warrants range from $1.00 to $4.00 at December 31, 2006. Assuming all such options and
warrants are exercised in the year of expiration, the effect on shares outstanding is illustrated
as follows:
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Options and
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Potential
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Warrants due
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Shares
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to expire
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Outstanding
|
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2007
|
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3,440,191
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2008
|
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94,930
|
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3,535,121
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2009
|
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160,418
|
|
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3,695,539
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2010
|
|
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459,389
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4,154,928
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2011
|
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75,000
|
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4,229,928
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2012
|
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170,000
|
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4,399,928
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2013
|
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30,500
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|
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4,430,428
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2014
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90,000
|
|
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4,520,428
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2015
|
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140,000
|
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4,660,428
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2016
|
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42,500
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4,702,928
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Liquidity and Working Capital
At December 31, 2006, working capital was $1,225,605 compared to $1,443,380 at December
31, 2005, a decrease of $217,775. The decrease compared to the prior year was due to $271,000 of
deposits we made for equipment in the fourth quarter of 2006. Cash used in operating activities
was approximately $76,000 for the twelve months ended December 31, 2006 compared to approximately
$365,000 for the twelve months ended December 31, 2005. Significant non-cash items including
depreciation, accretion and amortization, stock based compensation expense, warrants issued for
14
consulting and debt, acceleration of stock options, inventory reserve on excess and obsolete
inventory, and allowance for doubtful accounts were approximately $216,000 and $232,000, for the
twelve months ended December 31, 2006 and 2005, respectively. Accounts receivable, inventory,
prepaid expenses and other assets increased approximately $616,000 for the twelve months ended
December 31, 2006 compared to approximately $156,000 for the same period in 2005. Accounts
payable, accrued expenses and deferred revenue increased approximately $21,000 during 2006 versus a
decrease of approximately $106,000 during 2005.
Cash of approximately $334,000 and $75,000 was used for investing activities for the twelve
months ended December 31, 2006 and 2005, respectively. The amounts invested were used to purchase
machinery and equipment for increased production capacity, new product lines and leasehold
improvements for the new facility. Proceeds on sale of equipment totaled $100 and $2,250 during
2006 and 2005, respectively.
Cash of approximately $103,000 was used for financing activities during the twelve months
ended December 31, 2006. Of this amount, principal payments to third parties for capital lease
obligations approximated $63,000, cash payments for services provided for the registration of
common stock were approximately $52,000, and proceeds from the exercise of stock options were
$12,000. We incurred new capital lease obligations of approximately $168,000 for a forklift and
production equipment.
Cash of approximately $1,412,000 was provided for financing activities for the twelve months
ended December 31, 2005. Of this amount, principal payments to third parties for capital lease
obligations approximated $37,000, proceeds from notes payable totaled $300,000 and proceeds from
the sale of common stock were approximately $1,349,000. In addition, principal payments on notes
payable to shareholder totaled $200,000.
During the third quarter of 2006, we met with the Development Financing Advisory Council
(DFAC) of the Ohio Department of Development and applied for a loan from the Innovation Ohio Loan
Fund. The DFAC has approved our request for a $631,687 loan at an interest rate of 7.5% plus
certain fees over 7 years. These funds will be used to purchase production equipment in 2007.
In November 2004, a director agreed to loan SCI up to $200,000 for working capital, to be
drawn in increments of $50,000. The interest rate was Huntington National Banks prime rate plus
2%, accruing and compounding monthly. The loan was secured by a first lien on substantially all of
our assets. For each $50,000 increment drawn on the loan, the director received 5,000 warrants to
purchase our common stock at a purchase price of $2.50 per share exercisable until November 1,
2009. The loan was drawn based on the following schedule: November 3, 2004, $100,000, January 7,
2005, $50,000; and April 1, 2005, $50,000. The entire loan balance (principal and accrued
interest) was repaid in October 2005.
In April 2005, the same director who agreed to provide a secured loan for $200,000 to SCI in
November 2004, agreed to provide an additional $200,000 secured loan to the Company for working
capital. The interest rate was 10%, accruing and compounding monthly. On April 14, 2005, $100,000
was drawn on this loan. $100,000 was also drawn on the loan on May 20, 2005. By the terms of the
loan, because we completed an equity financing of at least $500,000 during 2005, the principal and
accrued interest on this loan totaling $209,110 automatically converted on the same basis as the
new financing to 104,555 shares of common stock ($2.00 per share) and warrants to purchase an
aggregate of 26,139 shares of our common stock at a purchase price of $3.00 per share exercisable
until October 2010.
In the fourth quarter of 2005, we completed a private placement to accredited investors. The
investors purchased 986,555 shares of common stock at a price of $2.00 per share and warrants to
purchase an additional 246,639 shares of common stock at $3.00 per share until October 14, 2010.
We received $1,386,000 in cash from certain investors for 693,000 shares of common stock and
warrants to purchase 173,250 shares of Common Stock. Four other investors cancelled indebtedness
owed by SCI in the aggregate amount of $587,110 in exchange for 293,555 shares of common stock and
warrants to purchase 73,389 shares of common stock. The indebtedness cancelled was as follows: (i)
the Estate of Edward R. Funk cancelled indebtedness of $188,411.71 in exchange for 94,000 shares of
common stock, warrants to purchase 23,500 shares of common stock at $3.00 per share exercisable
until October 2010, and payment of $411.71; (ii) the Estate of Ingeborg V. Funk cancelled $100,000
of indebtedness in exchange for 50,000 shares of common stock, warrants to purchase 12,500 shares
of common stock at $3.00 per share exercisable until October 2010, and payment of $980.21; (iii)
Porter, Wright, Morris & Arthur LLP (PWMA) cancelled $90,000 of indebtedness for legal fees in
exchange for 45,000 shares of common stock and warrants to purchase an additional 11,250 shares of
common stock at $3.00 per share exercisable until October 2010; and (iv) a director cancelled
$209,110 of a secured loan in exchange for 104,555 shares of common stock and warrants to
15
purchase an additional 26,139 shares of common stock at $3.00 per share exercisable until October
2010 (as described in preceding paragraph).
While certain of our major shareholders have advanced funds in the form of subordinated debt,
accounts payable and guaranteeing bank debt in the past, there is no commitment by these
individuals to continue funding the Company or guaranteeing bank debt in the future. We will
continue to seek new financing or equity financing arrangements. However, we cannot be certain
that it will be successful in efforts to raise additional new funds.
Inflation
We believe that there has not been a significant impact from inflation on our operations
during the past three fiscal years.
Future Operating Results
We plan to place some of our larger purchase commitments for raw materials on an annualized
basis because they can be purchased in larger quantities at reduced prices. In general, we attempt
to limit inventory price increases by making an annual commitment, and drawing the material either
as required, or on a monthly or quarterly basis. Such annual commitments may reach $500,000 in
2007 and greater in 2008 depending on sales volume increases. The terms of payment for such
commitments are worked out with the vendor on a case-by-case basis, but in all cases are cancelable
at our discretion without penalty.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This document contains forward-looking statements that reflect the views of management with
respect to future events and financial performance. These forward-looking statements are subject
to certain uncertainties and other factors that could cause actual results to differ materially
from such statements. See Risk Factors above. These uncertainties and other factors include,
but are not limited to, the words anticipates, believes, estimates, expects, plans,
projects, targets and similar expressions which identify forward-looking statements. You
should not place undue reliance on these forward-looking statements, which speak only as of the
date the statements were made. We undertake no obligation to publicly update or revise any
forward-looking statements.
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ITEM 7.
|
|
FINANCIAL STATEMENTS
|
Our balance sheet as of December 31, 2006, and the related statements of operations,
stockholders equity and cash flows for the two years ended December 31, 2006 and 2005, together
with the independent certified public accountants report thereon appear on Pages F-1 through F-22
hereof.
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ITEM 8.
|
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
|
None.
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ITEM 8A.
|
|
CONTROLS AND PROCEDURES.
|
As of the end of the period covered by this report, our Chief Executive Officer and Chief
Financial Officer evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934). Based upon this evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and procedures were effective as of
the period covered by this report in ensuring that information required to be disclosed in the
reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time period specified by the Securities and
Exchange Commissions rules and forms.
Additionally, there were no changes in our internal controls that could materially affect the
disclosure controls and procedures subsequent to the date of their evaluation, nor were there any
material deficiencies or material weaknesses in our internal controls. As a result, no corrective
actions were required or undertaken.
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ITEM 8B.
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OTHER INFORMATION
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None.
16
PART III
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ITEM 9.
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DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT.
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The information required by this item is included under the captions,
Election of Directors
,
Executive Officers
and
Section
16(a)
Beneficial Ownership Reporting Compliance
in our proxy
statement relating to our 2007 Annual Meeting of Shareholders to be held on June 25, 2007, and is
incorporated herein by reference.
We have a Business Conduct Policy applicable to all employees of SCI. Additionally, the Chief
Executive Officer (CEO) and all senior financial officers, including the principal financial
officer, the principal accounting officer or controller, or any person performing a similar
function (collectively, the Senior Financial Officers) are bound by the provisions of our code of
ethics relating to ethical conduct, conflicts of interest, and compliance with the law. The code
of ethics is posted on our website at http://www.sciengineeredmaterials.com/investors
/main/corpgov.htm.
We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding any
amendment to, waiver of, any provision of this code of ethics by posting such information on our
website at the address and location specified above.
ITEM 10. EXECUTIVE COMPENSATION.
The information required by this item is included under the caption
Executive Compensation
in our proxy statement relating to our 2007 Annual Meeting of Shareholders to be held on June 25,
2007, and is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is included under the captions
Ownership of Common
Stock by Directors and Executive Officers
, and
Ownership of Common Stock by Principal
Shareholders
in our proxy statement relating to our 2007 Annual Meeting of Shareholders to be held
on June 25, 2007, and is incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is included under the caption
Certain Relationships and
Related Transactions
in our proxy statement relating to our 2007 Annual Meeting of Shareholders to
be held on June 25, 2007, and is incorporated herein by reference.
17
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Exhibit
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Exhibit
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Number
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Description
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3(a)
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Certificate of Second Amended and Restated Articles of Incorporation of
Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the
Companys initial Form 10-SB, filed on September 28, 2000)
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3(b)
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Restated Code of Regulations of Superconductive Components, Inc.
(Incorporated by reference to Exhibit 3(b) to the Companys initial Form 10-SB, filed
on September 28, 2000)
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4(a)
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Superconductive Components, Inc. 2006 Stock Incentive Plan (Incorporated by
reference to Appendix A to the Companys Definitive Proxy Statement for the 2006
Annual Meeting of Shareholders held on June 9, 2006, filed May 1, 2006).
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4(b)
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Description of the Material Terms of the Stock Option Grant and Cash Bonus
Plan for Executive Officers (Incorporated by reference to the Companys Current
Report on Form 8-K, dated June 19, 2006, filed June 23, 2006)
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4(c)
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Form of Incentive Stock Option Agreement under the Superconductive
Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K dated June 19, 2006, filed June 23,
2006).
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4(d)
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Form of Non-Statutory Stock Option Agreement under the Superconductive
Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2
to the Companys Current Report on Form 8-K dated June 19, 2006, filed June 23,
2006).
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10(a)
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Employment Agreement entered into as of February 26, 2002, between Daniel
Rooney and the Company (Incorporated by reference to Exhibit 10(a) to the Companys
Registration Statement on Form SB-2 (Registration No. 333-131605), filed on February
6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
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10(b)
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Lease Agreement between Superconductive Components, Inc. and Duke Realty
Ohio dated as of September 29, 2003, with Letter of Understanding dated February 17,
2004 (Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on
Form 10-QSB, filed on March 31, 2004)
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10(c)
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Fourth Amended and Restated 1995 Stock Option Plan (Incorporated by
reference to Exhibit 4(a) to the Companys Registration Statement on Form S-8
(Registration No. 333-97583), filed on August 2, 2002)
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10(d)
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License Agreement with Sandia Corporation dated February 26, 1996
(Incorporated by reference to Exhibit 10(f) to the Companys Form 10-SB Amendment No.
1, filed on January 3, 2001)
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10(e)
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Nonexclusive License with The University of Chicago (as Operator of
Argonne National Laboratory) dated October 12, 1995 (Incorporated by reference to
Exhibit 10(g) to the Companys Form 10-SB Amendment No. 1, filed on January 3, 2001)
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18
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Exhibit
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Exhibit
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Number
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Description
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10(f)
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Nonexclusive License with The University of Chicago (as Operator of
Argonne National Laboratory) dated October 12, 1995 (Incorporated by reference to
Exhibit 10(h) to the Companys Form 10-SB Amendment No. 1, filed on January 3, 2001)
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10(g)
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Ohio Department of Development Third Frontier Action Fund Award dated
February 20, 2004 (Incorporated by reference to Exhibit 10(o) to the Compan |