Superconductor Technologies Annual Report 2014

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-KANNUAL REPORTPURSUANT TO SECTIONS 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934(Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended December 31, 2014OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934.For the transition period from to Commission File Number 0-21074 SUPERCONDUCTOR TECHNOLOGIES INC.(Exact name of registrant as specified in its charter) Delaware 77-0158076(State or other jurisdiction ofincorporation or organization) (IRS EmployerIdentification No.)9101 Wall Street, Suite 1300, Austin, Texas 78754(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (512) 334-8900Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on whichregisteredCommon stock, $0.001 par value The NASDAQ Stock Market, LLCSecurities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ or No xIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ or No xIndicate 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 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x or No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files). Yes x or No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ¨ Accelerated Filer ¨Non-accelerated Filer ¨ (Do not check if smaller reporting company) Smaller reporting company xIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ or No xThe aggregate market value of the common stock held by non-affiliates was $31.1 million as of June 28, 2014 (the last business day of our most recently completed second fiscalquarter). The closing price of the common stock on that date was $3.01 as reported by the NASDAQ Capital Market. For purposes of this determination, we excluded the shares ofcommon stock held by each officer and director and by each person who was known to us to own 10% or more of the outstanding common stock as of June 28, 2014. The exclusionof shares owned by the aforementioned individuals and entities from this calculation does not constitute an admission by any of such individuals or entities that he or it was or is anaffiliate of ours.We had 15,180,899 shares of common stock outstanding as of the close of business on March 1, 2015. Table of ContentsSUPERCONDUCTOR TECHNOLOGIES INC.FORM 10-K ANNUAL REPORTYear Ended December 31, 2014Unless otherwise noted, the terms “we,” “us,” “our” refer to the combined and ongoing business operations of Superconductor Technologies Inc. and itssubsidiaries Page SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS 1 WHERE YOU CAN FIND MORE INFORMATION PART I Item 1. Business 2 Item 1A. Risk Factors 7 Item 1B. Unresolved Staff Comments 15 Item 2. Properties 15 Item 3. Legal Proceedings 15 Item 4. Mine Safety Disclosures 15 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities 16 Item 6. Selected Financial Data 18 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 27 Item 8. Financial Statements and Supplementary Data 27 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 27 Item 9A Controls and Procedures 27 Item 9B Other Information 28 PART III Item 10. Directors, Executive Officers and Corporate Governance 28 Item 11. Executive Compensation 34 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 38 Item 13. Certain Relationships and Related Transactions, and Director Independence 39 Item 14. Principal Accounting Fees and Services 39 PART IV Item 15. Exhibits and Financial Statement Schedules 40 iTable of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995for these forward looking statements. Our forward-looking statements relate to future events or our future performance and include, but are not limited to,statements concerning our business strategy, future commercial revenues, market growth, capital requirements, new product introductions, expansion plansand the adequacy of our funding. Other statements contained in this Report that are not historical facts are also forward-looking statements. We have tried,wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,”“plans,” “believes,” “seeks,” “estimates” and other comparable terminology.We caution investors that any forward-looking statements presented in this Report, or that we may make orally or in writing from time to time, arebased on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions and the actual outcomewill be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe thatour assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual futureresults can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on pastforward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends.Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed orimplied by forward-looking statements include the following: • our limited cash and a history of losses; • our need to materially grow our revenues from commercial operations and/or raise additional capital (which financing may not be availableon acceptable terms or at all) in the very near future, before cash reserves are deleted (which reserves are expected to be sufficient well into thesecond quarter of 2015), to implement our current business plan and maintain our viability; • the performance and use of our equipment to produce wire in accordance with our timetable; • our need to overcome additional technical challenges in attaining milestones to develop and manufacture commercial lengths of our HTS wire; • the possibility of delays in customer evaluation and acceptance of our HTS wire; • the limited number of potential customers; • customer pressures on the decreases in average selling prices of our products; • limited number of suppliers for some of our components; • no significant backlog from quarter to quarter; • our market being characterized by rapidly advancing technology; • the impact of competitive products, technologies and pricing; • manufacturing capacity constraints and difficulties; • fluctuations in sales and product demand from quarter to quarter can be significant; • our proprietary rights, while important to our business, are difficult and costly to protect; • the cost and uncertainty from compliance with environmental regulations; • the impact on our strategic wire initiative of any inability to raise additional capital; the impact of any such financing activity on the level ofour stock price, which may decline in connection with the sales under registered direct offerings or otherwise and the dilutive impact of anyissuances of securities to raise capital; and • local, regional, national and international economic conditions and events and the impact they may have on us and our customers. 1Table of ContentsFor further discussion of these and other factors see, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and“Risk Factors” in this Report.This Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expresslyqualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly anyrevisions to our forward-looking statements to reflect events or circumstances after the date of this Report.PART IITEM 1. BUSINESSGeneralWe are a leading company in developing and commercializing high temperature superconductor (“HTS”) materials and related technologies.Superconductivity is the unique ability to conduct electricity with little or no resistance when cooled to “critical” temperatures. HTS materials are a family ofelements that demonstrate superconducting properties at temperatures significantly warmer than previous superconducting materials. Electric currents thatflow through conventional conductors encounter resistance that requires power to overcome and generates heat. HTS materials can substantially improve theperformance characteristics of electrical systems, reduce power loss, and lowering heat generation providing extremely high current carrying density and zeroresistance to direct current.We were established in 1987 shortly after the discovery of HTS materials. Our stated objective was to develop products based on these materials for thecommercial marketplace.After analyzing the market opportunities available, we decided to develop products for the utility and telecommunications industries.Our initial product was completed in 1998 and we began delivery to a number of wireless network providers. In the following 13 years, we continued torefine and improve the platform, with the primary focus on improving reliability, increasing performance and runtime, and most importantly, removing costfrom the manufacturing process of the required subsystems. Our cost reducing efforts led to the invention of our proprietary, high-yield and high throughputHTS material deposition manufacturing process.In late 2010, we transitioned our research and development efforts to adapting our proprietary HTS material deposition techniques to the production ofour HTS Conductus® wire for next generation power applications, which is our primary opportunity to grow our future revenues. We continue to generaterevenue from our legacy wireless communications products. This revenue has been declining and we expect this trend to continue until we completelyabandon these products.CommercializationOur development efforts over the last 27 years have yielded an extensive patent portfolio as well as critical trade secrets, unpatented technology andproprietary knowledge. STI’s strategic plan is to utilize our core proprietary technology in superconductivity and leverage our proprietary manufacturingprocesses to build Conductus wire for use in electrical power devices. As discussed above, we are adapting our unique HTS material deposition techniques toproduce our energy efficient, cost-effective and high performance Conductus wire technology for next generation power applications. We have identifiedseveral large initial target markets for superconducting wire including energy (wind turbines, cables, fault current limiters), medical (NMR and MRI), science(high performance magnets) and industrial (motors, generators) applications. We are working with leading industry device manufactures to completequalification and acceptance testing of Conductus wire. We expect to begin commercial production of Conductus wire in 2015. 2Table of ContentsOur development efforts (including those described under “Our Future Business” below) can take a significant number of years to commercialize, andwe must overcome significant technical barriers and deal with other significant risks, some of which are set out in our public filings, including in particularthe “Risk Factors” included in Item 1A of this Report.Our Future BusinessWe have created several unique capabilities and HTS manufacturing systems related to our Conductus wire platform that we are seeking to produce byleveraging our leadership in superconducting technologies, extensive intellectual property and HTS manufacturing expertise.HTS Wire PlatformOur Conductus wire product development is focused on large markets where the advantages of HTS wire are recognized by the industry. Our initialproduct roadmap targets three important applications: superconducting high power transmission cable, superconducting fault current limiters (SFCL) andsuperconducting rotating machines such as motors and generators.Superconducting High Power Transmission Cable:Superconducting high power transmission and distribution cable transmit 5 to 10 times the electrical current of traditional copper or aluminum cableswith significantly improved efficiency. HTS power cable systems consist of the cable, which is comprised of 100’s of strands of HTS wire wrapped around acopper core, and the cryogenic cooling system to maintain proper operating conditions. HTS power cables are particularly suited to high load areas such asthe dense urban business districts of large cities, where purchases of easements and construction costs for traditional low capacity cables may be costprohibitive. The primary application for HTS cables is medium voltage feeds to load pockets in dense urban areas. In these high demand zones the grid isoften saturated with aging infrastructure. HTS technology brings a considerable amount of power to new locations where the construction of additionaltransmission to distribution substations, with major transformer assets, is not feasible. Another potential use of HTS power cable is to improve grid powertransmission by connecting two existing substations. In dense urban environments many substations often reach capacity limits and require redundanttransformer capacity to improve reliability HTS cables can tie these existing stations together, avoiding very costly transformer upgrades and constructioncosts.Superconducting Fault Current Limiter (SFCL):With power demand on the rise and new power generation sources being added, the grid has become overcrowded and vulnerable to catastrophic faults.Faults are abnormal flows of electrical current like a short circuit. As the grid is stressed, faults and power blackouts increase in frequency and severity. SFCLsact like powerful surge protectors, preventing harmful faults from taking down substation equipment by reducing the fault current to a safer level (20 – 50%reduction) so that the existing switchgear can still protect the grid. Currently, electrical-utilities use massive 80kA circuit breakers, oversized transformersand fuses to prevent faults from damaging their equipment and protecting against surges. However, once a fault has occurred, standard circuit breakers sufferdestructive failure and need to be replaced before service can be restored. In addition, Smart Grid and embedded alternative energy generation enhancementswill increase the need for SCFLs. Grid operators face a major challenge in moving power safely and efficiently, from generators to consumers, through severalstages of voltage transformation step downs and step ups. At each stage, valuable energy is lost in the form of waste heat. Moreover, while demands arecontinually rising, space for transformers and substations—especially in dense urban areas—is severely limited. Conventional oil-cooled transformers pose afire and environmental hazard. Compact, efficient superconducting transformers, by contrast, are cooled by safe, abundant and environmentally benign liquidnitrogen. As an additional benefit, these actively-cooled devices will offer the capability of operating in overload, to twice the nameplate rating, without anyloss of life to meet occasional utility peak load demands. 3Table of ContentsSuperconducting Rotating Machines—Motors and Generators:Superconducting motors, generators, turbines and other rotating machines are expected to generate large future demand for our Conductus wire. Coilsutilizing Conductus wire will enable electric motors and generators to operate at much higher power densities. When compared to a copper wire basedelectric machine with equivalent output power, future superconducting motors and generators will enable a significant size reductions for the motors withhigher efficiency. One potential application for high-powered superconducting generators is expected to be 10+ megawatt offshore wind turbines. Offshoresuperconducting wind turbines promise to capture clean energy at a lower cost than competing renewables, while delivering power directly to growingcoastal cities. Superconducting wind turbines are expected to play a unique role offshore since conventional technology cannot achieve the “power pertower” requirement.Superconducting High Field magnets:There are a variety of applications that utilize superconducting magnets in order to capitalize on their unique ability to create extremely high magneticfields. The NMR (Nuclear Magnetic Resonance) and MRI (Magnetic Resonance Imaging) machines of today utilize such superconducting magnets for thisvery reason. Currently, high-field superconducting magnets are manufactured using commercially available superconducting wire such as niobium-titanium(NbTi) or niobium-tin (Nb3Sn). NMR and MRI device manufacturers look towards advances in superconducting technologies to improve the overallperformance of their systems by dramatically increasing the magnetic fields while reducing size. High demand for a robust, high performance and low costsuperconducting wire has spurred rapid development of a next generation alternative. In the last 10 years, new second generation (2G) Rare Earth, Barium,Copper Oxide (ReBCO) superconducting materials have been proven to drastically increase magnetic field strengths, especially at low temperatures. Theseadvanced ReBCO based superconductors now provide an excellent alternative to NbTi and Nb3Sn based materials.Other Assets and InvestmentsIn September 2014, STI and Robinson Research Institute entered a strategic agreement to jointly engage end customers and partners in the building ofsuperconductor products utilizing Conductus® superconducting wire and with Robinson Research Institute’s superconducting device technology. TheRobinson Research Institute, based at Victoria University of Wellington in New Zealand, has unique capabilities in the production of HTS Roebel cable usedin superconducting machines and magnets, and in the development of HTS MRI and HTS transformers. The Robinson Research Institute has been a valuableally as we prepare for the commercial launch of Conductus wire, Robinson’s performance characterization expertise and applications knowledge are trulyimpressive. As we move to full production, we are implementing a comprehensive plan to supply Conductus wire and support global leaders in thecommercialization of superconducting devices. Robinson is an expert in the development of innovative superconducting products. Jointly we haveidentified initial projects including applications such as rotating machines, transformers, scientific magnets and MRI systems. Additionally, Robinson and itspartners have a strong focus on Asia and we believe our agreement will help us expand our reach into that fast-growing market. Working alongside manyindustry leaders, the Robinson Research Institute and its partners have built superconducting devices for the energy industry, recently completing atransformer for use in the electrical grid. In the healthcare market, Robinson has focused on applications of MRI systems where HTS wire gives a competitiveadvantage.In July 2012, we contributed 14 issued and pending patents regarding our innovative Reconfigurable Resonance™ (RcR) technology in exchange fora minority investment in Resonant LLC. As of December 31, 2012 and December 31, 2013 our interest in Resonant and the net value of the assetscontributed, estimated to approximate fair value, was $185,000. In late September 2014 we entered into a private transaction to sell this minority interest tovarious buyers for gross proceeds to us of $3.6 million, and net proceeds to us of $3.3 million after offering expenses. 4Table of ContentsIn 2007, we formed a joint venture with Hunchun BaoLi Communication Co. Ltd. (“BAOLI”) to manufacture and sell our SuperLink interferenceelimination solution in China. We use the equity method of accounting for our 45 percent joint venture interest. The joint venture agreement specified ourjoint venture partner to supply the capital and local expertise, and for us to provide a license of certain technology and supply key parts for manufacturing.Since 2007, there has been no significant progress to manufacture and sell our SuperLink interference elimination solution in China and the parties have notcompleted their contributions to the joint venture within the two year period specified by the agreement and Chinese law. We see our primary opportunity togrow future revenues with the production of our HTS Conductus® wire, and we do not expect this joint venture to be a significant part of future revenues.LicensesWe grant licenses for our technology to other companies. Specifically, we have granted licenses to, among others, (1) Bruker for Nuclear MagneticResonance application, (2) General Dynamics for government applications and (3) Star Cryoelectronics for Superconducting Quantum Interference Deviceapplications.Government ContractsWe did not generate revenues from government contracts in 2014 or 2013 as we focus on our strategic initiatives going forward. For 2012, governmentrelated contracts accounted for 6% of our net revenues.ManufacturingOur manufacturing process involves the operation of sophisticated production equipment and material handling by production technicians. Wepurchase inventory components and manufacture inventory based on existing customer purchase requests, and to a lesser extent, on sales forecasts. Ourprimary facility is our advanced manufacturing center of excellence in Austin, Texas. This Texas facility addresses our growth expectations for oursuperconducting wire initiative. The opening of this facility coincided with the delivery of our first superconducting wire production equipment in early2012. We expect to begin commercial Conductus wire production in 2015.We currently assemble and test our wireless communications products at ourfacilities in Santa Barbara, California.A number of components used in our products are available from only a limited number of outside suppliers due to unique designs as well as certainquality and performance requirements. We do not have guaranteed supply arrangements with any of these suppliers, do not maintain an extensive inventoryof parts or components and customarily purchase sole or limited source parts and components pursuant to purchase orders. Our reliance on sole or limitedsource suppliers involves certain risks and uncertainties, many of which are beyond our control, and some of which are set out in our public filings, includingin particular the “Risk Factors” included in Item 1A of this Report.Marketing and SalesWe utilize a direct selling model due to the concentrated customer base for superconducting wire.CompetitionWe face competition in various aspects of our technology and product development. Our products compete on the basis of performance, functionality,reliability, pricing, quality and compliance with industry standards. Our primary competitors are American Superconductor (AMSC), SuperPower (Furukawa),SuNam , Fujikura, Sumitomo and THEVA, among others. 5Table of ContentsResearch and DevelopmentOur 2014 and 2013 research and development activities were focused entirely on developing our Conductus wire product. Our wireless products andgovernment contracts effort required significantly less of our engineering resources in 2012 as our focus on our Conductus wire expanded. We spent a total of$6.0 million for 2014, and $6.1 million and $5.2 million for each of 2013 and 2012 on research and development, of which $6.0 million, $6.1 million and$5.0 million, respectively, was for company-funded research and development. Customer-funded research and development, most of which was attributableto work under contracts with the U.S. Government, represented zero, zero and 3% of total research and development costs for each of 2014, 2013 and 2012,respectively.Our Proprietary TechnologyWe have an extensive patent portfolio in addition to critical trade secrets, unpatented technology and proprietary knowledge. Our current patentsexpire at various dates from 2015 to 2031. We enter into confidentiality and non-disclosure agreements with our employees, suppliers and consultants toprotect our proprietary information.Environmental IssuesWe use certain hazardous materials in our research, development and manufacturing operations. As a result, we are subject to stringent federal, state andlocal regulations governing the storage, use and disposal of such materials. Current or future laws and regulations could require substantial expenditures forpreventative or remedial action, reduction of chemical exposure, waste treatment or disposal. Although we believe that our safety procedures for the handlingand disposing of hazardous materials comply with the standards prescribed by state and federal regulations, there is always the risk of accidentalcontamination or injury from these materials. To date, we have not incurred substantial expenditures for preventive action with respect to hazardous materialsor for remedial action with respect to any hazardous materials accident, however the use and disposal of hazardous materials involves the risk that we couldincur substantial expenditures for such preventive or remedial actions. If such an accident were to occur, we could be held liable for resulting damages. Theliability in the event of an accident or the costs of such remedial actions could exceed our resources or otherwise have a material adverse effect on ourfinancial condition, results of operations or cash flows.Corporate InformationOur facilities and principal executive offices are located at 9101 Wall Street, Suite 1300, Austin, Texas 78754. Our telephone number is (512) 334-8900. We were incorporated in Delaware on May 11, 1987. Additional information about us is available on our website at www.suptech.com. Theinformation on our web site is not incorporated herein by reference.EmployeesAs of December 31, 2014, we had a total of 45 employees. None of our employees are represented by a labor union, and we believe that our employeerelations are good. In February 2015, we undertook steps to reduce our ongoing operating costs and reduced our number of employees to 30.BacklogOur commercial backlog consists of accepted product purchase orders with scheduled delivery dates during the next twelve months. We hadcommercial backlog of $63,000 at December 31, 2014, compared to $88,000 at December 31, 2013. 6Table of ContentsITEM 1A.RISK FACTORSThe following section includes some of the material factors that may adversely affect our business and operations. This is not an exhaustive list, andadditional factors could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changingenvironment. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all suchrisk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those containedin any forward-looking statements. This discussion of risk factors includes many forward-looking statements. For cautions about relying on such forwardlooking statements, please refer to the section entitled “Forward Looking Statements” at the beginning of this Report immediately prior to Item 1.Risks Related to Our BusinessWe have a history of losses and may never become profitable.In each of our last five years, we have experienced significant net losses and negative cash flows from operations. In 2014, we incurred a net loss of$8.3 million and had negative cash flows from operations of $10 million. In 2013, we incurred a net loss of $12.2 million and had negative cash flows fromoperations of $8.3 million. Our independent registered public accounting firm has included in its audit reports an explanatory paragraph expressingsubstantial doubt about our ability to continue as a going concern. If we fail to increase our revenues, we may not achieve and maintain profitability and maynot meet our expectations or the expectations of financial analysts who report on our stock.We need to raise additional capital, and if we are unable to raise capital our ability to implement our current business plan and ultimately our viability asa company could be adversely affectedAt December 31, 2014, we had $1.2 million in cash and cash equivalents. While during the first quarter of 2015 we raised more than $1.7 million in netproceeds from the exercise of outstanding warrants and undertook steps to reduce our ongoing operating costs through headcount reductions and other costsaving efforts, our current forecast is that our cash resources will be sufficient to fund our planned operations only well into the second quarter of 2015. Ourcash resources will not be sufficient to fund our business for the next twelve months. Therefore, unless we can materially grow our revenues from commercialoperations during such period, we will need to raise additional capital to implement our current business plan and maintain the viability of the Company.We believe the key factors to our future liquidity will be our ability to successfully use our expertise and our technology to generate revenues invarious ways, including commercial operations, joint ventures and licenses. Because of the expected timing and uncertainty of these factors, we will need toraise funds to meet our working capital needs.Additional financing may not be available on acceptable terms or at all. If we issue additional equity securities to raise funds, the ownership percentageof our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of commonstock and could also require that we issue warrants in connection with sales of our stock. If we cannot raise any needed funds, we might be forced to makefurther substantial reductions in our operating expenses, which could adversely affect our ability to implement our current business plan and ultimately ourviability as a company.Our strategic initiative to develop a new wire platform may not prove to be successful.We have spent a considerable amount of resources in developing a new wire platform for power applications. Substantial technical and businesschallenges remain before we can have a commercially successful product introduction. We may not be able to overcome these challenges in a timely or costeffective manner, if at all. Such a failure could adversely impact our prospects, liquidity, stock price and carrying value of our fixed assets. 7Table of ContentsThere are numerous technological challenges that must be overcome in order for our Conductus wire to become commercially successful and our ability toaddress such technological challenges may adversely affect our ability to gain customers.We expect to begin commercial Conductus wire production in late 2015. Conductus® wire is uniquely positioned to address three key technicalchallenges in the market: high performance, improved economics and commercial-scale capacity. To date, we, along with existing HTS wire manufactures,have not overcome these challenges to allow for broad commercialization of HTS wire. Customers cannot purchase long-length wire with any reasonableconfidence or guaranteed volume; and electric utilities lack confidence in product availability which leads to delays in their deployment roadmap. HTS wireperformance is currently below what many customers require. Many power applications require high performance wire with high current carrying capacity,mechanical durability, electrical integrity with low AC losses and minimal splices. Producing high performance HTS wire has proven difficult, especially atvolumes required for large scale deployment. The high demand for high performance wire available in very low volume results in a high wire price thatnarrows the market and limits commercial viability. Delays in our Conductus wire development, as a result of technological challenges or other factors, mayresult in the introduction or commercial acceptance of our Conductus wire products later than expected.The commercial uses of superconducting wire and superconducting wire related products are limited today, and a broad commercial market may notdevelop.Even if the technological hurdles are overcome, there is no certainty that a robust commercial market for unproven HTS wire products will come tofruition. To date, commercial use of HTS wire has been limited to small feasibility demonstrations, and these projects are largely subsidized by governmentauthorities. While customer demand is high and market forecasts project large revenue opportunity for superconducting wire in power applications, themarket may not develop and superconducting wire might never achieve long term, broad commercialization. In such an event, we would not be able tocommercialize our Conductus wire initiative and our business could be adversely impacted.We have limited experience marketing and selling superconducting wire products, and our failure to effectively market and sell our superconducting wiresolutions would lower our revenue and cash flow.We have little experience marketing and selling our Conductus wire. Once our Conductus wire is ready for commercial use, we will have to hire anddevelop a marketing and sales team to effectively demonstrate the advantages of our product over both more traditional products and competingsuperconducting products or other adjacent technologies. We may not be successful in our efforts to market this new technology.We expect continued customer pressures to reduce our product pricing which may adversely affect our ability to operate on a commercially viable basis.We expect to face pressure to reduce prices and accordingly, the average selling price of our Conductus wire. We anticipate customer pressure on ourproduct pricing will continue for the foreseeable future. HTS wire is currently being sold at $250- 400/kiloampere-meter (kA-m). At this price, HTS wirerepresents more than half the cost of the end device. A price reduction is required for long term commercialization. Cryogenic systems, including cryocoolersand cryostats, have been developed but will also need to be cost optimized as HTS wire becomes available in volume. We have plans to further reduce themanufacturing cost of our products, but there is no assurance that our future cost reduction efforts will keep pace with price erosion. We will need to furtherreduce our manufacturing costs through engineering improvements and economies of scale in production and purchasing in order to achieve adequate grossmargins. We may not be able to achieve the required product cost savings at a rate needed to keep pace with competitive pricing pressure. Additionally, wemay be forced to discount future orders or may never reach commercial viability. If we fail to reach our cost saving objectives or we are required to offerfuture discounts, our business may be harmed. 8Table of ContentsWe face competition with respect to various aspects of our technology and product development.Our current wireless products compete on the basis of performance, functionality, reliability, pricing, quality, and compliance with industry standards.With respect to our Conductus wire materials, we compete with American Superconductor (AMSC), SuperPower (Furukawa), SuNam , Fujikura, Sumitomoand THEVA, among others. In addition, we currently supply components and license technology to several companies that may eventually decide tomanufacture or design their own HTS components, rather than purchasing or licensing our technology. If we are unable to compete successfully against ourcurrent or future competitors, then our business and results of operations will be adversely affected.We may not be able to compete effectively against alternative technologies.Our products also compete with a number of alternative approaches and technologies. Some of these alternatives may be more cost effective or offerbetter performance than our products and we may not succeed in competing against these alternatives.We currently rely on specific technologies and may not successfully adapt to rapidly changing market environments.We must overcome technical challenges to commercialize our Conductus wire. If we are able to do so, we will need to attain customer acceptance ofour Conductus wire, and we cannot ensure that such acceptance will occur. We will have to continue to develop and integrate advances to our coretechnologies. We will also need to continue to develop and integrate advances in complementary technologies. We cannot guarantee that our developmentefforts will not be rendered obsolete by research efforts and technological advances made by others. Our business success depends upon our ability to keeppace with advancing technology, including materials, processes and industry standards.We may experience significant fluctuations in sales and operating results from quarter to quarter.Our quarterly results may fluctuate due to a number of factors, including: • the lack of any contractual obligation by our customers to purchase their forecasted demand for our products; • variations in the timing, cancellation, or rescheduling of customer orders and shipments; and • high fixed expenses that may disproportionately impact operating expenses, especially during a quarter with a sales shortfall.Order deferrals and cancellations by our customers, declining average sales prices, changes in the mix of products sold, increases in inventory andfinished goods, delays in the introduction of new products and longer than anticipated sales cycles for our products have, in the past, adversely affected ourresults of operations. If our customers desire to purchase products in excess of the forecasted amounts or in a different product mix, there may not be enoughinventory or manufacturing capacity to fill their orders.Due to these and other factors, our past results have limited predictive value as to our Conductus wire initiative. Future revenues and operating resultsmay not meet the expectations of stock analysts and investors. In either case, the price of our common stock could be materially adversely affected.Worldwide economic uncertainty may adversely affect our business, operating results and financial condition.The United States and global economies continue to experience a period of economic and financial uncertainty, which could result in economicvolatility having direct and indirect adverse effects on our business, operating results and financial condition in a number of ways. For example, current orpotential customers may 9Table of Contentsdelay or decrease spending with us may delay paying us for previously purchased products or may not pay us at all. In addition, this recent downturn has had,and may continue to have, an unprecedented negative impact on the global credit markets. If we are required to obtain financing in the near term to meet ourworking capital or other business needs, we may not be able obtain that financing. Further, even if we are able to obtain the financing we need, it may be onterms that are not favorable to us, with increased financing costs and restrictive covenants.Our reliance on a limited number of suppliers and the long lead time of components for our products could impair our ability to manufacture and deliverour systems on a timely basis.A number of components used in our products are available from a limited number of outside suppliers due to unique designs as well as certain qualityand performance requirements. Our reliance on sole or limited source suppliers involves certain risks and uncertainties, many of which are beyond ourcontrol. These include the possibility of a shortage or the discontinuation of certain key components. Any reduced availability of these parts or componentswhen required could impair our ability to manufacture and deliver our systems on a timely basis and result in the delay or cancellation of orders, which couldharm our business.In addition, the purchase of some of our key components involves long lead times and, in the event of unanticipated increases in demand for oursolutions, we may be unable to obtain these components in sufficient quantities to meet our customers’ requirements. We do not have guaranteed supplyarrangements with any of these suppliers, do not maintain an extensive inventory of parts or components and customarily purchase sole or limited sourceparts and components pursuant to purchase orders. Business disruptions, quality issues, production shortfalls or financial difficulties of a sole or limitedsource supplier could materially and adversely affect us by increasing product costs, or eliminating or delaying the availability of such parts or components.In such events, our inability to develop alternative sources of supply quickly and on a cost-effective basis could impair our ability to manufacture and deliverour systems on a timely basis and could harm our business.Our reliance on a limited number of suppliers exposes us to quality control issues.Our reliance on certain single-source and limited-source components exposes us to quality control issues if these suppliers experience a failure in theirproduction process or otherwise fail to meet our quality requirements. A failure in single-source or limited-source components or products could force us torepair or replace a product utilizing replacement components. If we cannot obtain comparable replacements or effectively return or redesign our products, wecould lose customer orders or incur additional costs, which could have a material adverse effect on our gross margins and results of operations.Our ability to protect our patents and other proprietary rights is uncertain, exposing us to possible losses of competitive advantage.Our efforts to protect our proprietary rights may not succeed in preventing infringement by others or ensure that these rights will provide us with acompetitive advantage. Pending patent applications may not result in issued patents and the validity of issued patents may be subject to challenge. Thirdparties may also be able to design around the patented aspects of the products. Additionally, certain of the issued patents and patent applications are ownedjointly with third parties. Because any owner or co-owner of a patent can license its rights under jointly-owned patents or applications, inventions made by usjointly with others are not subject to our exclusive control. Any of these possible events could result in losses of competitive advantage.We depend on specific patents and licenses to technologies, and we will likely need additional technologies in the future that we may not be able to obtain.We utilize technologies under licenses of patents from others for our products. These patents may be subject to challenge, which may result insignificant litigation expense (which may or may not be recoverable against future royalty obligations). Additionally, we continually try to develop newproducts, and, in the course of doing 10Table of Contentsso, we may be required to utilize intellectual property rights owned by others and may seek licenses to do so. Such licenses may not be obtainable oncommercially reasonable terms, or at all. It is also possible that we may inadvertently utilize intellectual property rights held by others, which could result insubstantial claims.Intellectual property infringement claims against us could materially harm results of operations.Our products incorporate a number of technologies, including high-temperature superconductor technology, technology related to other materials, andelectronics technologies. Our patent positions, and that of other companies using high- temperature superconductor technology, is uncertain and there issignificant risk that others, including our competitors or potential competitors, have obtained or will obtain patents relating to our products or technologiesor products or technologies planned to be introduced by us.We believe that patents may be or have been issued, or applications may be pending, claiming various compositions of matter used in our products. Wemay need to secure one or more licenses of these patents. There can be no assurances that such licenses could be obtained on commercially reasonable terms,or at all. We may be required to expend significant resources to develop alternatives that would not infringe such patents or to obtain licenses to the relatedtechnology. We may not be able to successfully design around these patents or obtain licenses to them and may have to defend ourselves at substantial costagainst allegations of infringement of third party patents or other rights to intellectual property. In those circumstances, we could face significant liabilitiesand also be forced to cease the use of key technology.Other parties may have the right to utilize technology important to our business.We utilize certain intellectual property rights under non-exclusive licenses or have granted to others the right to utilize certain intellectual propertyrights licensed from a third party. Because we may not have the exclusive rights to utilize such intellectual property, other parties may be able to competewith us, which may harm our business.Because competition for target employees is intense, we may be subject to claims of unfair hiring practices, trade secret misappropriation or other relatedclaims.Companies in HTS wire industries whose employees accept positions with competitors frequently claim that competitors have engaged in unfair hiringpractices, trade secret misappropriation or other related claims. We may be subject to such claims in the future as we seek to hire qualified personnel, and suchclaims may result in material litigation. If this should occur, we could incur substantial costs in defending against these claims, regardless of their merits.Our success depends on the attraction and retention of senior management and technical personnel with relevant expertise.As a competitor in a highly technical market, we depend heavily upon the efforts of our existing senior management and technical teams. The loss ofthe services of one or more members of these teams could slow product development and commercialization objectives. Due to the specialized nature of ourproducts, we also depend upon our ability to attract and retain qualified technical personnel with substantial industry knowledge and expertise. Competitionfor qualified personnel is intense, and we may not be able to continue to attract and retain qualified personnel necessary for the development of our business.Regulatory changes could substantially harm our business.Certain regulatory agencies in the United States and other countries set standards for operations within their territories. HTS wire is subject to aregulatory regime, which may become more strictly regulated if the market grows. Any failure or delay in obtaining necessary approvals could harm ourbusiness. 11Table of ContentsWe may acquire or make investments in companies or technologies that could cause loss of value to stockholders and disruption of business.We may explore opportunities to acquire companies or technologies in the future. Other than the acquisition of Conductus, Inc. in 2002, we have notmade any such acquisitions or investments to date and, therefore, our ability as an organization to make acquisitions or investments is unproven. Anacquisition entails many risks, any of which could adversely affect our business, including: • failure to integrate operations, services and personnel; • the price paid may exceed the value eventually realized; • loss of share value to existing stockholders as a result of issuing equity securities to finance an acquisition; • potential loss of key employees from either our then current business or any acquired business; • entering into markets in which we have little or no prior experience; • diversion of financial resources and management’s attention from other business concerns; • assumption of unanticipated liabilities related to the acquired assets; and • the business or technologies acquired or invested in may have limited operating histories and may be subjected to many of the same risks towhich we are exposed.In addition, future acquisitions may result in potentially dilutive issuances of equity securities, or the incurrence of debt, contingent liabilities oramortization expenses or charges related to goodwill or other intangible assets, any of which could harm our business. As a result, if we fail to properlyevaluate and execute acquisitions or investments, our business and prospects may be seriously harmed.If we are unable to implement appropriate controls and procedures to manage our potential growth, we may not be able to successfully offer our productsand implement our business plan.Our ability to successfully offer our products and implement our business plan in a rapidly evolving market requires an effective planning andmanagement process. Growth in future operations would place a significant strain on management systems and resources. We expect that we would need toimprove our financial and managerial controls, reporting systems and procedures, and would need to expand, train and manage our work force worldwide.Furthermore, we expect that we would be required to manage multiple relationships with various customers and other third parties.Compliance with environmental regulations could be especially costly due to the hazardous materials used in the manufacturing process. In addition, wecould incur expenditures related to hazardous material accidents.We are subject to a number of federal, state and local governmental regulations related to the use, storage, discharge and disposal of toxic, volatile orotherwise hazardous chemicals used in our business. Current or future laws and regulations could require substantial expenditures for preventative orremedial action, reduction of chemical exposure, waste treatment or disposal. Any failure to comply with present or future regulations could result in theimposition of fines, suspension of production or interruption of operations. In addition, these regulations could restrict our ability to expand or could requireus to acquire costly equipment or incur other significant expense to comply with environmental regulations or to clean up prior discharges.In addition, although we believe that our safety procedures for the handling and disposing of hazardous materials comply with the standards prescribedby state and federal regulations, there is always the risk of accidental contamination or injury from these materials. To date, we have not incurred substantialexpenditures for preventive action with respect to hazardous materials or for remedial action with respect to any hazardous materials accident, but the use anddisposal of hazardous materials involves risk that we could incur substantial 12Table of Contentsexpenditures for such preventive or remedial actions. If such an accident were to occur, we could be held liable for resulting damages. The liability in theevent of an accident or the costs of such remedial actions could exceed our resources or otherwise have a material adverse effect on our financial condition,results of operations or cash flows.The reliability of market data included in our public filings is uncertain.Since we operate in a rapidly changing market, we have in the past, and may from time to time in the future, include market data from industrypublications and our own internal estimates in some of the documents we file with the Securities and Exchange Commission. The reliability of this datacannot be assured. Industry publications generally state that the information contained in these publications has been obtained from sources believed to bereliable, but that its accuracy and completeness is not guaranteed. Although we believe that the market data used in our filings with the Securities andExchange Commission is and will be reliable, it has not been independently verified. Similarly, internal company estimates, while believed by us to bereliable, have not been verified by any independent sources.Our international operations expose us to certain risks.In 2007, we formed a joint venture with BAOLI to manufacture and sell our SuperLink interference elimination solution in China. In addition to facingmany of the risks faced by our domestic business, if that joint venture or any other international operation we may have is to be successful, we (together withany joint venture partner) must recruit the necessary personnel and develop the facilities needed to manufacture and sell the products involved, learn aboutthe local market (which may be significantly different from our domestic market), build brand awareness among potential customers and competesuccessfully with local organizations with greater market knowledge and potentially greater resources than we have. We must also obtain a number of criticalgovernmental approvals from both the United States and the local country governments on a timely basis, including those related to any transfers of ourtechnology. We must establish sufficient controls on any foreign operations to ensure that those operations are operated in accordance with our interests, thatour intellectual property is protected and that our involvement does not inadvertently create potential competitors. There can be no assurance that theseconditions will be met. Even if they are met, the process of building our international operations could divert financial resources and management attentionfrom other business concerns. Finally, our international operations will also be subject to the general risks of international operations, such as: • changes in exchange rates; • international political and economic conditions; • changes in government regulation in various countries; • trade barriers; • adverse tax consequences; and • costs associated with expansion into new territories.Risks Related to Our Common StockOur stock price is volatile.The market price of our common stock has been, and we expect will continue to be, subject to significant volatility. The value of our common stockmay decline regardless of our operating performance or prospects. Factors affecting our market price include: • our perceived prospects and liquidity; • progress or any lack of progress (or perceptions related to progress) in timely overcoming the remaining substantial technical and commercialchallenges related to our Conductus wire initiative; 13Table of Contents • variations in our operating results and whether we have achieved key business targets; • changes in, or our failure to meet, earnings estimates; • changes in securities analysts’ buy/sell recommendations; • differences between our reported results and those expected by investors and securities analysts; • announcements of new contracts by us or our competitors; • market reaction to any acquisitions, joint ventures or strategic investments announced by us or our competitors; and • general economic, political or stock market conditions.Recent events have caused stock prices for many companies, including ours, to fluctuate in ways unrelated or disproportionate to their operatingperformance. The general economic, political and stock market conditions that may affect the market price of our common stock are beyond our control. Themarket price of our common stock at any particular time may not remain the market price in the future.If we fail to maintain the listing of our common stock with a U.S. national securities exchange, the liquidity of our common stock could be adverselyaffected.If our common stock is delisted by NASDAQ, our common stock may be eligible to trade on the OTC Bulletin Board or another over-the-countermarket. Any such alternative would likely result in it being more difficult for us to raise additional capital through the public or private sale of equitysecurities and for investors to dispose of, or obtain accurate quotations as to the market value of, our common stock. In addition, there can be no assurancethat our common stock would be eligible for trading on any such alternative exchange or markets.We have a significant number of outstanding warrants and options, and future sales of the shares obtained upon exercise of these options or warrantscould adversely affect the market price of our common stock.As of December 31, 2014, we had outstanding options exercisable for an aggregate of 624,282 shares of common stock at a weighted average exerciseprice of $8.21 per share and warrants to purchase up to 9,498,949 shares of our common stock at a weighted average exercise price of $3.33 per share. Wehave registered the issuance of all the shares issuable upon exercise of the options and warrants, and they will be freely tradable by the exercising party uponissuance. The holders may sell these shares in the public markets from time to time, without limitations on the timing, amount or method of sale. As our stockprice rises, the holders may exercise their warrants and options and sell a large number of shares. This could cause the market price of our common stock todecline.Our corporate governance structure may prevent our acquisition by another company at a premium over the public trading price of our shares.It is possible that the acquisition of a majority of our outstanding voting stock by another company could result in our stockholders receiving apremium over the public trading price for our shares. Provisions of our restated certificate of incorporation and bylaws and of Delaware corporate law coulddelay or make more difficult an acquisition of our company by merger, tender offer or proxy contest, even if it would create an immediate benefit to ourstockholders. For example, our restated certificate of incorporation does not permit stockholders to act by written consent, and our bylaws generally requireninety days advance notice of any matters to be brought before the stockholders at an annual or special meeting.In addition, our board of directors has the authority to issue up to 2,000,000 shares of preferred stock and to determine the terms, rights and preferencesof this preferred stock, including voting rights of those shares, without any further vote or action by the stockholders. At March 1, 2015, 1,388,477 shares ofpreferred stock 14Table of Contentsremained unissued. The rights of the holders of common stock may be subordinate to, and adversely affected by, the rights of holders of preferred stock thatmay be issued in the future. The issuance of preferred stock could also make it more difficult for a third party to acquire a majority of our outstanding votingstock, even at a premium over our public trading price.Further, our certificate of incorporation also provides for a classified board of directors with directors divided into three classes serving staggered terms.These provisions may have the effect of delaying or preventing a change in control of us without action by our stockholders and, therefore, could adverselyaffect the price of our stock or the possibility of sale of shares to an acquiring person.We do not anticipate declaring any cash dividends on our common stock.We have never declared or paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policyis to retain all funds and earnings for use in the operation and expansion of our business. ITEM 1B.UNRESOLVED STAFF COMMENTSNot applicable. ITEM 2.PROPERTIESWe lease all of our properties. All of our operations, including our manufacturing facilities, are located in industrial complexes in Santa Barbara,California and Austin, Texas. We occupy approximately 35,000 square feet in Santa Barbara, California and 94,000 square feet in Austin, Texas under long-term leases that expire in November 2016 and April 2017, respectively. Although we currently have excess capacity, we believe these facilities can bemanaged in a flexible and cost effective manner and are adequate to meet current and reasonably anticipated needs for approximately the next two years.Both leases contain renewal options. ITEM 3.LEGAL PROCEEDINGSFrom time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. Excludingordinary, routine litigation incidental to our business, we are not currently a party to any legal proceedings that we believe would reasonably be expected tohave a material adverse effect on our business, financial condition or results of operation or cash flow. ITEM 4.MINE SAFETY DISCLOSURESNot applicable. 15Table of ContentsPART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESMarket for Common StockOur common stock is traded on the NASDAQ Capital Market under the symbol “SCON.” The following table shows the high and low sales prices forour common stock as reported by NASDAQ for each calendar quarter in the last two fiscal years: 2014 High Low Quarter ended December 31, 2014 $3.10 $2.54 Quarter ended September 27, 2014 $3.23 $2.42 Quarter ended June 28, 2014 $3.23 $2.16 Quarter ended March 29, 2014 $3.82 $2.15 2013 Quarter ended December 31, 2013 $2.48 $1.52 Quarter ended September 28, 2013 $3.88 $1.42 Quarter ended June 29, 2013 $5.70 $2.30 Quarter ended March 30, 2013 $4.32 $1.92 Holders of RecordWe had 29 holders of record of our common stock on March 1, 2015. This number does not include stockholders for whom shares were held in a“nominee” or “street” name. We estimate that there are more than 6,000 beneficial owners of our common stock.DividendsWe have never paid cash dividends and intend to employ all available funds in the development of our business. We have no plans to pay cashdividends in the near future.Our ability to declare or pay dividends on shares of our common stock is subject to the requirement that we pay an equivalent dividend on eachoutstanding share of Series A Preferred Stock (on an as-converted basis).Sales of Unregistered SecuritiesWe did not conduct any offerings of equity securities during the fourth quarter of 2014 that were not registered under the Securities Act of 1933.Repurchases of Equity SecuritiesWe did not repurchase any of our securities during the fourth quarter of 2014. 16Table of ContentsSecurities Authorized for Issuance Under Equity Compensation PlansEquity Compensation Plan Information Plan Category Number of securities to beissued upon exercise ofoutstanding options,warrants and rights Weighted-averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining available forfuture issuance under equitycompensation plans(excluding securitiesreflected in column (a)) Equity compensation plans approved bysecurity holders 1,200,948 $5.32 55,380 Equity compensation plans not approved bysecurity holders — — — Total 1,200,948 $5.32 55,380 Stock Performance GraphThe stock performance graph and related information presented below shall not be deemed “soliciting material” or “filed” with the Securities andExchange Commission or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or to theliabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, asamended (the “Securities Act”), or the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting materialor specifically incorporate it by reference into such a filing.The graph and table below compare the cumulative total stockholders’ return on our common stock since December 31, 2009 with theNasdaq Composite Index, and the Nasdaq Telecommunications Index over the same period (assuming the investment of $100 in our common stock and inthe two other indices, and reinvestment of all dividends). 31-Dec-09 31-Dec-10 31-Dec-11 31-Dec-12 31-Dec-13 31-Dec-14Superconductor Technologies $100.00 $62.30 $50.41 $12.16 $7.34 $9.46Nasdaq Composite 100.00 116.91 114.81 133.07 184.06 208.71Nasdaq-Telecommunications 100.00 103.92 90.81 92.63 114.87 125.11 17Table of ContentsITEM 6.SELECTED FINANCIAL DATAThe information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with our FinancialStatements and Notes thereto appearing in Item 15 of Part IV of this Report and “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations”. Years Ended December 31, 2014 2013 2012 2011 2010 (In thousands, except per share data) Statement of Operations Data: Net revenues: Net commercial product revenues $632 $1,710 $3,237 $3,416 $6,548 Government and other contract revenues — — 222 83 1,999 Total net revenues 632 1,710 3,459 3,499 8,547 Costs and expenses:Cost of commercial product revenues 1,558 1,051 3,850 5,434 7,732 Cost of government and other contract revenues — — 165 79 1,180 Other research and development 5,992 6,073 5,030 5,325 5,067 Selling, general and administrative 5,389 5,068 5,440 6,322 6,684 Total costs and expenses 12,939 12,192 14,485 17,160 20,663 Loss from operations (12,307) (10,482) (11,026) (13,661) (12,116) Other income (expense), net 4,056 (1,691) 98 278 148 Net loss$(8,251) $(12,173) $(10,928) $(13,383) $(11,968) Basic and diluted net loss per common share$(0.64) $(1.71) $(3.34) $(5.05) $(6.12) Weighted average number of shares Outstanding 12,794 7,124 3,269 2,652 1,945 Years Ended December 31, 2014 2013 2012 2011 2010 Balance Sheet Data: Cash and cash equivalents $1,238 $7,459 $3,634 $6,165 $6,069 Working capital (407) 6,638 3,059 7,161 7,655 Total assets 10,799 14,840 12,029 12,949 12,569 Long-term debt, including current portion 5,634 6,263 674 628 608 Total stockholders’ equity 4,002 7,306 10,292 11,175 10,896 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThis Management’s Discussion and Analysis of Financial Condition and Results of Operations includes many forward-looking statements. For cautionsabout relying on such forward looking statements, please refer to the section entitled “Forward Looking Statements” at the beginning of this Reportimmediately prior to Item 1.GeneralWe are a leading company in developing and commercializing high temperature superconductor (“HTS”) materials and related technologies. HTSmaterials can substantially improve the performance characteristics of electrical systems, reducing power loss, lowering heat generation, and decreasingelectrical noise. 18Table of ContentsResults of Operations2014 Compared to 2013Net revenues consist primarily of commercial product revenues. Net revenues decreased by $1,078,000, or 63%, to $632,000 in 2014 from $1,710,000in 2013. Sales of our Conductus wire were not a significant source of revenue in 2014, but are expected to be a significant source of revenue 2015 andbeyond.The decrease is the result of lower sales volume for our wireless communications products. We sell this legacy product to large North American wirelessoperators whose spending on 3G data networks, where our products are deployed, has become a secondary priority. Sales prices for wireless products wereessentially unchanged in 2014 from 2013. Our two largest customers accounted for 83% of our net commercial revenues in 2014 and 96% of our netcommercial revenues in 2013. These customers generally purchase products through non-binding commitments with minimal lead-times. Consequently, ourcommercial product revenues can fluctuate dramatically from quarter to quarter based on changes in our customers’ capital spending patterns.Cost of commercial product revenues includes all direct costs, manufacturing overhead and provision for excess and obsolete inventories. The cost ofcommercial product revenues totaled $1.6 million for 2014 compared to $1.1 million for 2013, an increase of $0.5 million, or 45%. The higher costs resultedprincipally from increased manufacturing operating expenses and early low capacity operation of our new large Conductus wire production equipment.Our cost of sales includes variable and fixed cost components. The variable component consists primarily of materials, assembly and test labor, andoverhead, which includes equipment and facility depreciation, transportation costs and warranty costs. The fixed component includes test equipment andfacility depreciation, purchasing and procurement expenses and quality assurance costs. Given the fixed nature of such costs, the absorption of ourproduction overhead costs into inventory decreases, and the amount of production overhead variances charged to cost of sales increases, as productionvolumes decline since we have fewer units to absorb our overhead costs against. Conversely, the absorption of our production overhead costs into inventoryincreases, and the amount of production overhead variances charged to cost of sales decreases, as production volumes increase since we have more units toabsorb our overhead costs against. As a result, our gross profit margins generally decrease as revenue and production volumes decline due to lower salesvolume and higher amounts of production overhead variances expensed to cost of sales; and our gross profit margins generally increase as our revenue andproduction volumes increase due to higher sales volume and lower amounts of production overhead variances charged to cost of sales. Our inventory isvalued 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,on a quarterly basis, a provision for excess and obsolete inventory and/or vendor cancellation charges related to purchase commitments. If the results of thereview determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained.The following is an analysis of our commercial product gross profit margins for 2014 and 2013: Years Ended December 31, Dollars in Thousands 2014 2013 Net commercial product sales $632 100% $1,710 100% Cost of commercial product sales 1,558 246% 1,051 61% Gross profit (loss)$(926) 146% $659 39% We had a gross loss of $926,000 in 2014 from the sale of our commercial products compared to a gross margin of $659,000 in 2013. The gross loss in2014 was primarily the result of increased manufacturing process and equipment operating costs as we begin initial operation of our new large Conductuswire production equipment well below capacity. 19Table of ContentsResearch and development expenses relate to development of our new wire product and new wire product manufacturing processes. In 2014, there wereno new research and development efforts for our wireless commercial products. Research and development expenses totaled $6.0 million in 2014 comparedto $6.1 million in 2013, a decrease of $0.1 million, or 2%. Our 2014 expenses were lower compared to 2013 as a result of a transition of our efforts fromresearch and development to manufacturing of our new Conductus wire products. Our 2013 expenses also included a $337,000 capital equipmentobsolescence write-off.Selling, general and administrative expenses totaled $5.4 million in 2014 compared to $5.1 million in 2013, an increase of $0.3 million or 6%. Thelower expenses in 2013 resulted primarily from a refund of legal expenses associated with our Resonant LLC spin-out.In 2014 we had a net gain of $3.1 million from the sale of our Resonant securities compared to a loss of $238,000 in 2013 from the fair valueadjustment of our investment in Resonant.In 2014 we had a gain of $480,000 from the fair value adjustment of our derivative warrants compared to a 2013 loss of $1,551,000. This warrantliability is adjusted to fair value each reporting period, and any change in value is recognized in the statement of operations.Interest income decreased to less than a $1,000 in both 2014 and 2013, primarily because of lower cash levels earning less interest.Other income in 2014 and 2013 of $434,000 and $140,000, respectively, consisted of proceeds from the sale of property and equipment.Other expense in 2013 of $42,000 consisted of charges associated with the obsolescence of part of our Santa Barbara facility.We had no interest expense in 2014 and 2013.Our net loss totaled $8.3 million in 2014, compared to $12.2 million in 2013, a decrease of $3.9 million, or 32%. The decrease in net loss wasprincipally the result of our $3.1 million gain realized from the sale of our investment in Resonant.The net loss available to common stockholders totaled $0.64 per common share in 2014, compared to $1.71 per common share in 2013, a decrease of$1.07, or 62%.2013 Compared to 2012Net revenues consist primarily of commercial product revenues and government contract revenues. Net revenues decreased by $1,749,000 or 51%, to$1,710,000 in 2013 from $3,459,000 in 2012.Net commercial product revenues decreased by $1.5 million, or 47%, to $1.7 million in 2013 from $3.2 million in 2012. The decrease is the result oflower sales volume for all of our products. We sell our SuperLink and other performance enhancement products to large North American wireless operators.As our customers continue to invest in 4G networks, spending on 3G data networks, where our products are deployed, has become a secondary priority. Salesprices for our products were essentially unchanged in 2013 from 2012. Our two largest customers accounted for 96% of our net commercial revenues in 2013and 2012. These customers generally purchase products through non-binding commitments with minimal lead-times. Consequently, our commercial productrevenues can fluctuate dramatically from quarter to quarter based on changes in our customers’ capital spending patterns.Government contract revenues decreased by $222,000, or 100%, to $0 in 2013 from $222,000 in 2012. In 2013 there was no government contractrevenue and no additional revenue is expected in 2014. We have refocused these resources to our Conductus wire product development. 20Table of ContentsCost of commercial product revenues includes all direct costs, manufacturing overhead and provision for excess and obsolete inventories. The cost ofcommercial product revenues totaled $1.1 million for 2013 compared to $3.9 million for 2012, a decrease of $2.8 million, or 73%. The lower costs resultedprincipally from planned lower production and a reduction of our inventory as a result of lower sales. Our expense provision for obsolete inventories totaled$0 in 2013 compared to $270,000 in 2012.The following is an analysis of our commercial product gross profit margins for 2013 and 2012: Years Ended December 31, Dollars in Thousands 2013 2012 Net commercial product sales $1,710 100.0% $3,237 100.0% Cost of commercial product sales 1,051 61.0% 3,850 119.0% Gross profit (loss)$659 39.0% $(613) 19.0% We had a positive gross margin of $659,000 in 2013 from the sale of our commercial products compared to a negative gross margin of $613,000 in2012. The positive gross margin in 2013 was primarily due to the reduced level of facilities costs for manufacturing. Our gross margins were also positivelyimpacted by no charge for excess and obsolete inventory in 2013 as compared to a charge of $270,000 in 2012. We regularly review inventory quantities onhand and provide an allowance for excess and obsolete inventory based on numerous factors, including sales backlog, historical inventory usage, forecastedproduct demand and production requirements for the next twelve months.There was no cost of government and other contract revenues in 2013 compared to $165,000 in 2012. We have refocused these resources away fromcontract revenues to our Conductus wire product development.Research and development expenses relate to development of our new wire product and new wire product manufacturing processes. In 2013, there wereno new research and development efforts for our wireless commercial products. Research and development expenses totaled $6.1 million in 2013 comparedto $5.0 million in 2012, an increase of $1.1 million, or 21%. These expenses included a $337,000 capital equipment obsolescence write-off. Our 2013expenses were higher compared to 2012 as a result of our increased efforts to improve the manufacturability of our new Conductus wire products.Selling, general and administrative expenses totaled $5.1 million in 2013 compared to $5.4 million in 2012, a decrease of $372,000, or 7%. The lowerexpenses in 2013 resulted primarily from a refund of legal expenses associated with our Resonant LLC spin-out and from lower sales expenses.In 2013 and 2012, we reduced our work force and incurred severance charges of $14,000 and $104,000, respectively.Interest income decreased to less than a $1,000 in 2013 compared to $6,000 in 2012, primarily because of lower cash levels earning less interest.Other income in 2013 and 2012 of $140,000 and $92,000, respectively, consisted of proceeds from the sale of property and equipment.Other expense in 2013 of $42,000 consisted of charges associated with the obsolescence of part of our Santa Barbara facility.We had no interest expense in 2013 and 2012.Our net loss totaled $12.2 million in 2013, compared to $10.9 million in 2012. 21Table of ContentsThe net loss available to common stockholders totaled $1.71 per common share in 2013, compared to $3.34 per common share in 2012, a decrease of$1.63, or 49%.Liquidity and Capital ResourcesCash Flow AnalysisAs of December 31, 2014, we had negative working capital of $0.4 million, including $1.2 million in cash and cash equivalents, compared to workingcapital of $6.6 million at December 31, 2013, which included $7.5 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. Our investments have no exposure to the auction rate securities market.Cash and cash equivalents decreased by $6.3 million from $7.5 million at December 31, 2013 to $1.2 million at December 31, 2014. In 2014, cash wasused principally in operations and to a lesser extent for the purchase of property and equipment. These uses were partially offset by net cash proceeds fromthe sale of warrants and sale of our Resonant shares.Cash used in operations totaled $10 million in 2014. We used $9.8 million to fund the cash portion of our net loss. We also used cash to fund a $0.2million increase in our working capital.Net cash used in investing activities was $281,000. Purchases of equipment for our Conductus wire initiative were $3.7 million offset by the sale ofproperty and equipment of $96,000 and the $3.3 million net proceeds from the sale of our Resonant shares.Net cash provided by financing activities in 2014 totaled $4.1 million from the exercise of 1,589,471 outstanding warrants issued in connection withour August 2013 underwritten public offering.Financing ActivitiesWe have historically financed our operations through a combination of cash on hand, equipment lease financings, available borrowings under banklines of credit and both private and public equity offerings.On August 9, 2013, we consummated an underwritten public offering (Registration No. 333-189006) of units of our common stock and warrants forgross proceeds of $12 million, and net proceeds to us of approximately $10.9 million after deducting underwriting discounts and commissions and offeringexpenses. In the offering, a total of 5,721,675 shares of common stock were issued, plus an additional 954,001 shares subject to pre-funded warrants with anexercise price of $0.01 per pre-funded warrant. In addition, a total of 6,675,676 five year warrants and 3,337,838 two year warrants were issued, each with anexercise price of $2.57. The units consisted of either (at the option of the investors): (i) one share of common stock, one five year warrant and one two yearwarrant sold at a price to the public of $1.799, or (ii) (for those investors whose acquisition of our common stock through purchase of new units would causethem to own more than 9.9% of our outstanding common stock), a unit which consisted of one pre-funded warrant (in lieu of the share of common stock), onefive year warrant and one two year warrant. Because the pre-funded warrants had an exercise price of $0.01 per share, the price for a unit having a pre-fundedwarrant was one penny less, or $1.789 per unit. At September 28, 2013 all of the pre-funded warrants have been exercised. Additionally, the underwriter ofthis offering received 117,670 warrants, each with an exercise price of $2.25, and exercisable for a period of three years commencing August 5, 2013.During 2014, financing activities totaled $4.1 million from the exercise of 1,589,471 outstanding warrants issued in connection with the abovementioned August 2013 offering. 22Table of ContentsIn a registered direct offering completed April 26, 2013 we raised proceeds of $1.95 million, net of offering costs of $236,000, from the sale of 513,827shares of common stock and an equal number of warrants.We currently intend to use the net proceeds of these offerings for working capital and general corporate purposes. General corporate purposes mayinclude repayment of debt and capital expenditures. In addition, we may use a portion of any net proceeds to acquire complementary products, technologies,or businesses.Contractual Obligations and Commercial CommitmentsWe incur various contractual obligations and commercial commitments in our normal course of business. They consist of the following:Operating Lease Obligations. Our operating lease obligations consist of facilities leases in Santa Barbara, California and Austin, Texas, as well asseveral smaller equipment leases.Patents and Licenses. We have entered into a licensing agreement requiring royalty payments ranging from 0.5% to 1.0% of specified product sales.The agreement contains a provision for the payment of guaranteed or minimum royalty amounts. Typically, the licensor can terminate our license if we fail topay minimum annual royalties.Purchase Commitments. In the normal course of business, we incur purchase obligations with vendors and suppliers for the purchase of inventory, aswell as other goods and services. These obligations are generally evidenced by purchase orders that contain the terms and conditions associated with thepurchase arrangements. We are committed to accept delivery of such material pursuant to the purchase orders subject to various contract provisions that allowus to delay receipt of such orders or cancel orders beyond certain agreed upon lead times. Cancellations may result in cancellation costs payable by us.Tabular Disclosure of Contractual Obligations. At December 31, 2014, we had the following contractual obligations and commercial commitments: Payments Due by Period Contractual Obligations Total 2015 2016 and2017 2018 and2019 2019andbeyond Operating leases $3,104,000 $1,345,000 $1,692,000 $67,000 $— Minimum license commitment 180,000 45,000 90,000 45,000 — Fixed asset and inventory purchase commitments 243,000 243,000 — — — Total contractual cash obligations$3,527,000 $1,633,000 $1,782,000 $112,000 $— Capital ExpendituresWe plan to invest in fixed assets during 2015 on an as-needed basis to enhance manufacturing our Conductus wire products. These expenditures areexpected to not exceed $0.5 million.Future LiquidityIn 2014, we incurred a net loss of $8.3 million and had negative cash flows from operations of $10 million. In 2013, we incurred a net loss of $12.1million and had negative cash flows from operations of $8.3 million. Our independent registered public accounting firm has included in their audit reports for2012 through 2014 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. 23Table of ContentsAt December 31, 2014 we had $1.2 million in cash. Our cash resources will not be sufficient to fund our business for the next twelve months. Webelieve the key factors to our future liquidity will be our ability to successfully use our expertise and our technology to generate revenues in various ways,including commercial operations, joint ventures, licenses and we plan to leverage our leadership in superconducting technologies, extensive intellectualproperty, and HTS manufacturing expertise to develop and produce our Conductus wire. Because of the expected timing and uncertainty of these factors, inFebruary 2015, we reduced our workforce to 30 employees, and are implementing certain other cost cutting measures. At the same time, we entered intoWarrant Exercise Agreements with certain holders of outstanding warrants to purchase an aggregate of 916,858 shares of common stock in order to raiseadditional capital to allow us to continue to execute our strategic plan. The warrants were certain of the Term B warrants originally issued as part of ourunderwritten public offering that closed on August 9, 2013. Pursuant to the terms of the Warrant Exercise Agreements entered into February 14, 2015, theexercise price of the warrants exercised was adjusted, immediately prior to their exercise, to $2.00 per share down from $2.57. Between January 1, 2015 andMarch 1, 2015, we received aggregate net proceeds of approximately $1.7 million from the exercises under the Warrant Exercise Agreements. As a result ofthe Warrant Exercise Agreements and a price-based anti-dilution adjustment mechanism in the warrants issued in the August 2013 public offering, theexercise price of warrants to purchase 1,389,803 shares with an expiration date of August 9, 2015 and warrants to purchase 6,117,383 shares with anexpiration date of August 9, 2018 that remained outstanding were also adjusted from $2.57 to $2.00.We forecast that, after giving effect to the receipt of the proceeds from the warrant exercises under the Warrant Exercise Agreements and steps we haveundertaken to reduce our ongoing operating costs through headcount reductions and other cost saving efforts, our cash resources will be sufficient to fundour planned operations only well into the second quarter of 2015. Our cash resources will not be sufficient to fund our business for the next twelve months.Unless we materially grow our revenues from commercial opportunities during this period, we will need to raise additional capital to implement our currentbusiness plan and maintain our viability.Net Operating Loss CarryforwardAs of December 31, 2014, we had net operating loss carryforwards for federal and state income tax purposes of approximately $325.3 million and$141.1 million, respectively, which expire in the years 2018 through 2034. Of these amounts, $77.5 million and $5.1 million, respectively, resulted from theacquisition of Conductus. Under the Internal Revenue Code change of control limitations, a maximum of $28.9 million and $28.3 million, respectively, willbe available for reduction of taxable income. In addition, we had research and development and other tax credits for federal and state income tax purposes ofapproximately $259,000 and $194,000, respectively, which expire in the years 2030 through 2034.Due to the uncertainty surrounding their realization, we have recorded a full valuation allowance against our net deferred tax assets. Accordingly, nodeferred tax asset has been recorded in the accompanying consolidated balance sheets.Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rateof 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 ofownership” as defined by Section 382. We had changes in ownership in August 1999, December 2002, June 2009, and August 2013. In addition, we acquiredthe right to Conductus’ net operating losses, which are also subject to the limitations imposed by Section 382. Conductus underwent five ownership changes,which occurred in February 1999, February 2001, December 2002, June 2009, and August 2013. Therefore, the ability to utilize Conductus’ and our netoperating loss carryforwards of $77.5 million and $232 million, respectively, which were incurred prior to the 2013 ownership changes, will be subject infuture periods to annual limitations of $655,000. Net operating losses released from this limitation and/or incurred by us subsequent to the ownershipchanges and therefore not subject to this limitation totaled $16.3 million. An additional $655,000 in losses was released from limitation during the yearunder Section 382. 24Table of ContentsMarket RiskWe are exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in marketrates and prices. We do not enter into derivatives or other financial instruments for trading or speculation purposes. Our money market investments have noexposure to the auction rate securities market.At December 31, 2014, we had approximately $1.1 million invested in a money market account yielding approximately 0.01%. Assuming no yield onthis money market account and no liquidation of principal for the year, our total interest income would decrease by less than $1,000 per annum.InflationWe do not foresee any material impact on our operations from inflation.Critical Accounting Policies and EstimatesOur discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financialstatements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure ofcontingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, recovery of long-lived assets,income taxes, warranty obligations, contract revenue and contingencies. We base our estimates on historical experience and on various other assumptionsthat we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets andliabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to ourreported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.On March 11, 2013, we effected a 1-for-12 reverse stock split of our common stock, or the Reverse Stock Split. As a result of the Reverse Stock Split,every twelve shares of our pre-Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The Reverse StockSplit did not change the authorized number of shares or the par value of our common stock. Certain of the information contained in the documentsincorporated by reference herein and therein present information on our common stock on a pre-Reverse Split basis. Share and per share data included hereinhas been retroactively restated for the effect of the reverse stock split. In addition, we identified certain critical accounting policies which affect certain of ourmore significant estimates and assumptions used in preparing our consolidated financial statements in this Annual Report on Form 10-K for 2014. We havenot made any material changes to these policies.We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidatedfinancial statements. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make requiredpayments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowancesmay be required. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventoryand the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than thoseprojected 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 handand on order and record, on a quarterly basis, a provision for excess and obsolete inventory and/or vendor cancellation charges related to purchasecommitments. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, 25Table of Contentswhether or not the inventory is retained. Our inventory reserves establish a new cost basis for inventory and are not reversed until we sell or dispose of therelated inventory. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or the estimatedforecast of product demand and production requirements. Our business is characterized by rapid technological change, frequent new product developmentand rapid product obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand. Demand for our products canfluctuate significantly. Our estimates of future product demand may prove to be inaccurate, and we may understate or overstate the provision required forexcess 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 arrangementexists, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable isreasonably assured. At the time revenue is recognized, we provide for the estimated cost of product warranties if allowed for under contractual arrangementsand return products. Our warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Shouldsuch failure rates or costs differ from these estimates, accrued warranty costs would be adjusted.We indemnify, without limit or term, our customers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements andpenalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to our products or other claims arising from ourproducts. We have no known losses and we cannot reasonably develop an estimate of the maximum potential amount of payments that might be made underour indemnities 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. Contract revenues are derived primarily from researchcontracts with agencies of the United States Government. Credit risk related to accounts receivable arising from such contracts is considered minimal. Thesecontracts 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 ContractAudit Agency. Based on historical experience and review of current projects in process, we believe that the audits will not have a significant effect on ourfinancial position, results of operations or cash flows. The Defense Contract Audit Agency has audited us through 2003.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 our business are written off in the period identified since they will no longer generate any positive cash flowsfor us. Such evaluation is based on various analyses, including cash flow and profitability projections. The analyses necessarily involve significantmanagement 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 bewritten down to their estimated fair value. Our future cash flows may vary from estimates.Stock-based employee compensation cost is recognized using the fair-value based method for all awards granted. We issue stock option awards andrestricted share awards to employees and to non-employee directors under our stock-based incentive plans. The fair value of each option grant is estimated onthe date of grant using the Black-Scholes option pricing model. Compensation cost related to restricted share awards is recorded based on the market price ofour common stock on the grant date. We recognize compensation expense over the expected service period, generally the vesting period on a straight-linebasis from the grant date.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 26Table of Contentswhich these tax assets may be applied, some portion or all of the valuation allowance would be reversed and an increase in net income would consequentlybe reported in future years. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKSee “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk.” ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAAll information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)1 of this Report. ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENot applicable. ITEM 9A.CONTROLS AND PROCEDURESDisclosure Controls and Procedures; Changes in Internal Control Over Financial ReportingWe have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, asamended). As of the end of the period covered by this report we carried out an evaluation under the supervision and with the participation of ourmanagement, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controlsand procedures pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officerand Chief Financial Officer concluded, as of that time, that our disclosure controls and procedures are effective.There were no changes in our internal controls over financial reporting during the fourth quarter of the year ended December 31, 2014 that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.We do not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matterhow well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the designof a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because ofthe inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,have been detected.Management’s Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f)under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal controls over financial reporting as ofDecember 31, 2014. In making its assessment of the effectiveness of our internal controls over financial reporting, our management used the criteria set forthby the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on these criteria, ourmanagement has concluded that, as of December 31, 2014, our internal control over financial reporting is effective. 27Table of ContentsThis Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. ThisReport was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission. ITEM 9B.OTHER INFORMATIONNone.PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEDirectors and Executive OfficersThe following table sets forth certain information regarding those individuals currently serving as our directors (or nominated to serve as a director)and executive officers as of March 1, 2015: Name Age PositionMartin A. Kaplan(1)(2)(3) 77 Chairman of the BoardLynn J. Davis(1)(2)(3)(4) 68 DirectorDan L. Halvorson(1)(2)(3)(5) 49 DirectorJeffrey A. Quiram(4) 54 President, Chief Executive Officer and DirectorWilliam J. Buchanan 66 Chief Financial Officer (Principal Financial and Accounting Officer)Kenneth E. Pfeiffer 47 Vice President, EngineeringRobert L. Johnson 64 Senior Vice President, OperationsAdam L. Shelton 48 Vice President, Product Management and Marketing (1)Member of our Audit Committee(2)Member of our Compensation Committee.(3)Member of our Governance and Nominating Committee.(4)Member of our Stock Option Committee.(5)Joined our Board on March 3, 2014.Each of our directors, including each of our current nominees, was nominated based on the assessment of our Nominating Committee and our Boardthat he has demonstrated: an ability to make meaningful contributions to our Board; independence; strong communication and analytical skills; and areputation for honesty and ethical conduct. Our Board consists of, and seeks to continue to include, persons whose diversity of skills, experience andbackground are complementary to those of our other directors.Martin A. Kaplan has served on our board since 2002 and was named Chairman of the Board in October 2010. From 2000 through 2012, Mr. Kaplanwas Chairman of the Board of JDS Uniphase, Inc., a telecommunications equipment company. He remains a director. In a career spanning 40 years,Mr. Kaplan last served as Executive Vice-President of the Pacific Telesis Group, which became a subsidiary of SBC Communications in 1997. Mr. Kaplan hasserved as a director of a number of other public and private companies. Mr. Kaplan earned a B.S. in engineering from California Institute of Technology. OurBoard has determined that Mr. Kaplan is qualified to serve as a director because he has extensive business leadership and board experience.Lynn J. Davis has served on our Board since 2005. He served as President, Chief Operating Officer and director of August Technology, a manufacturerof inspection equipment for the semiconductor fabrication industry from 2005 to 2006. From 2002 to 2004, he was a partner at Tate Capital Partners Fund,LLC, a private investment firm he co-founded. Prior to Tate, Mr. Davis was an employee of ADC Telecommunications for 28 years, serving in 14 managementpositions, including Corporate President, Group President and Chief Operating Officer. He is also Chairman of the Board of Directors of Flexsteel IndustriesInc., a furniture 28Table of Contentsmanufacturer. Mr. Davis holds a B.S. in electrical engineering from Iowa State University and an M.B.A. from the University of Minnesota. Our Board hasdetermined that Mr. Davis is qualified to serve as a director because he has extensive knowledge in various management roles in the telecommunicationsindustry, including manufacturing, sales and marketing. In addition, as a venture capitalist, Mr. Davis has worked with smaller companies and brings avaluable entrepreneurial approach to management and compensation issues.Dan L. Halvorson joined our Board in March 2014. Mr. Halvorson is currently the Executive Vice President and Chief Financial Officer for OneRoofEnergy, Inc., a technology finance provider for residential solar systems. Mr. Halvorson previously served as the Executive Vice President and ChiefFinancial Officer of Mandalay Digital Group, Inc. from September 2012 through December 2012, Executive Vice President-Operations and Chief FinancialOfficer for DivX, Inc. from 2007 until its acquisition by Sonic Solutions in October 2010. Prior to joining DivX, he served at Novatel Wireless, Inc., from2000 to 2007, most recently as its Chief Financial Officer. He was Director of Finance for Dura Pharmaceuticals, Inc. from 1988 to 2000, when the companywas acquired by Elan Corporation, and Director of Finance for Alliance Pharmaceutical Corp. from 1996 to 1998. From 1988 to 1994, Mr. Halvorson waswith Deloitte & Touche LLC, and subsequently, with PriceWaterhouseCoopers LLP from 1994 until he joined Alliance Pharmaceutical Corp. in 1996.Mr. Halvorson is a certified public accountant (inactive) and holds a Bachelor of Science in Business Administration and Accounting from San Diego StateUniversity. Our Board has determined that Mr. Halvorson is qualified to serve as a director because he has extensive knowledge about public and financialaccounting matters.Jeffrey A. Quiram has served on our Board, and has been our President and Chief Executive Officer, since 2005. From 1991 to 2004, Mr. Quiram servedADC Telecommunications in a variety of management roles, including Vice President of its wireless business unit. Mr. Quiram has a B.S. in QuantitativeMethods and Computer Science from College of St. Thomas, and an M.B.A. from University of Minnesota. Our Board has determined that Mr. Quiram isqualified to serve as a director because he has extensive knowledge about product development, business planning, and complex manufacturing. In addition,he has extensive knowledge about our corporate operations and market activities from serving as our Chief Executive Officer.William J. Buchanan has been our Chief Financial Officer since May 2010. Mr. Buchanan joined us in 1998 and served as our Controller from 2000 toMay 2010. For 16 years prior to joining us, he was a self-employed private investor and investment advisor. For the nine years prior to that, he served invarious executive and accounting positions with Applied Magnetics Corp and Raytheon Co. Mr. Buchanan holds a B.A. in Economics from California StateUniversity, Fresno.Robert L. Johnson has been our Senior Vice President, Operations since 2004. Mr. Johnson joined us in 2000 as Vice President of WirelessManufacturing. From 1996 to 2000, Mr. Johnson was the Director and General Manager of Schlumberger ATE. From 1990 to 1996, he served as VicePresident and General Manager of Harman International Industries. Mr. Johnson studied industrial engineering at Arizona State University.Adam L. Shelton has been our Vice President, Product Management and Marketing since 2006. From 2005 to 2006, Mr. Shelton was the SeniorDirector of Marketing for Motorola. From 2003 to 2005, he was the Senior Director of Marketing for Advanced Fibre Communications (AFC), now Tellabs.Mr. Shelton also held various management and executive management positions with Mahi Networks, ATU Communications and Bell Canada. Mr. Sheltongraduated with dean’s honors as a Civil Engineering Technologist from Seneca College in Toronto, Canada.Kenneth E. Pfeiffer has been our Vice President, Engineering since 2012. From 2009 to 2011, Mr. Pfeiffer was Vice President, Engineering at VeecoInstruments Inc. From 2006 to 2009, Mr. Pfeiffer was the Director of Equipment Engineering for HelioVolt Corporation. Prior to that, Mr. Pfeiffer held variousengineering and management positions at Active Power, Inc. and Applied Materials, Inc. Mr. Pfeiffer obtained a B.S. Mechanical Engineering degree fromTexas A&M University in 1990 and a M.S. Mechanical Engineering from the University of Texas in 1994. He also holds a Master’s in BusinessAdministration degree from the University of Texas at Austin. 29Table of ContentsCorporate Governance Policies and PracticesThe following is a summary of our corporate governance policies and practices: • Our Board has determined that all of our directors, other than Mr. Quiram, are independent as defined by the rules of the SEC and The NASDAQStock Market (“NASDAQ”). Our Audit Committee, Corporate Development Committee, Compensation Committee and Governance andNominating Committee each consists entirely of independent directors under the rules of the SEC and NASDAQ. • We have a Code of Business Conduct and Ethics for all of our employees, including our Chief Executive Officer and Chief Financial Officer. Ifwe amend any provision of our Code of Business Conduct and Ethics that applies to our Chief Executive Officer or Chief Financial Officer (orany persons performing similar functions), or if we grant any waiver (including an implicit waiver) from any provision of our Code of BusinessConduct and Ethics to our Chief Executive Officer or Chief Financial Officer (or any persons performing similar functions), we will disclosethose amendments or waivers on our website at www.suptech.com/Investors/Corporate Governance/Amendments and Waivers to the Code ofConduct within four business days following the date of the amendment or waiver. • Our Audit Committee reviews and approves all related-party transactions. • As part of our Code of Business Conduct and Ethics, we have made a “whistleblower” hotline available to all employees for anonymousreporting of financial or other concerns. Our Audit Committee receives directly, without management participation, all hotline activity reportsconcerning accounting, internal controls or auditing matters.Board Leadership Structure and Role in Risk OversightOur Board’s current policy is to separate the role of Chairman of our Board and Chief Executive Officer. Our Board believes that this structurecombines accountability with effective oversight. This structure also allows us to benefit from the experience and knowledge of our Chairman, who has beenon our board since 2002, while reflecting the responsibilities and contributions of our Chief Executive Officer. In addition, we believe that the independenceof our Chairman provides additional oversight over the decisions of our management and places additional control in the hands of our independent directors.Our Board is actively involved in overseeing our risk management through our Audit Committee. Under its charter, our Audit Committee is responsiblefor inquiring of management and our independent auditors about significant areas of risk or exposure and assessing the steps management has taken tominimize such risks. Our Board’s role in risk oversight has not affected our Board’s determination that the separation of roles of Chairman and ChiefExecutive Officer is most appropriate for our company.Stockholder Communications with DirectorsStockholders who want to communicate with our Board or with a particular director or committee may send a letter to our Secretary at SuperconductorTechnologies Inc., 9101 Wall Street, Suite 1300, Austin, Texas 78754. The mailing envelope should contain a clear notation indicating that the enclosedletter is a “Board Communication” or “Director Communication.” All such letters should state whether the intended recipients are all members of our Boardor just certain specified individual directors or a specified committee. The Secretary will circulate the communications (with the exception of commercialsolicitations) to the appropriate director or directors. Communications marked “Confidential” will be forwarded unopened.Attendance at Annual Meetings of StockholdersWe expect that all of our Board members attend our Annual Meetings of Stockholders in the absence of a showing of good cause for failure to do so.All of the members of our Board attended our 2014 Annual Meeting of Stockholders. 30Table of ContentsBoard Meetings and CommitteesDuring 2014, each of our directors attended at least 75% of the aggregate of (i) the total number of Board meetings and (ii) the total number ofmeetings of the committees on which the director served.Board of DirectorsOur Board held a total of four meetings during 2014. Our Board has three standing committees — an Audit Committee established in accordance withsection 3(a)(58)(A) of the Securities Exchange Act of 1934 (our “Audit Committee”), a Compensation Committee (our “Compensation Committee”) and aGovernance and Nominating Committee (our “Nominating Committee”). Our Audit Committee, Compensation Committee and Nominating Committee eachhave a charter, which is available at the “Corporate Governance” section under the “Investors” tab on our website at www.suptech.com.Audit CommitteeThe principal functions of our Audit Committee are to hire our independent public auditors, to review the scope and results of the year-end audit withmanagement and the independent auditors, to review our accounting principles and our system of internal accounting controls and to review our annual andquarterly reports before filing them with the SEC. Our Audit Committee met seven times during 2014. The current members of our Audit Committee areMessrs. Halvorson (Chairman), Kaplan and Davis.Our Board has determined that all members of our Audit Committee are “independent” as defined under the rules of the SEC and the listing standardsof NASDAQ. Our Board has determined that Mr. Halvorson is an “audit committee financial expert.”Compensation CommitteeOur Compensation Committee reviews and approves salaries, bonuses and other benefits payable to the executive officers and administers ourmanagement incentive plan. Our Compensation Committee makes all compensation decisions with respect to our Chief Executive Officer and thenrecommends these decisions to our Board for approval. Our Compensation Committee also makes recommendations to our Board regarding non-equitycompensation and equity awards to our other named executive officers (set forth below under “Executive Compensation—Summary Compensation Table”)and all other elected officers. In doing so, with respect to named executive officers other than the Chief Executive Officer, our Compensation Committeegenerally receives a recommendation from our Chief Executive Officer and other officers as appropriate. Our Chief Executive Officer also generallyrecommends the number of options or other equity awards to be granted to executive officers, within a range associated with the individual executive’s salarylevel, and presents this to our Compensation Committee for its review and approval.Our Compensation Committee uses available data to review and compare our compensation levels to market compensation levels, taking intoconsideration the other companies’ size, the industry, and the individual executive’s level of responsibility, as well as anecdotal data regarding thecompensation practices of other employers. We periodically benchmark our executive and director compensation against publically available peer data. OurCompensation Committee does not generally hire an outside consulting firm to assist with compensation, as we believe that the value of doing so isexceeded by the costs. No compensation consultant was engaged to provide advice or recommendations on our executive or director compensation for 2014.Our Compensation Committee also reviews the compensation of directors and recommends to our Board the amounts and types of cash to be paid andequity awards to be made to our directors.Our Compensation Committee met five times during 2014. The current members of our Compensation Committee are Messrs. Davis (Chairman),Kaplan and Halvorson. Our Board has determined that all members of 31Table of Contentsour Compensation Committee are “independent” as defined under the rules of the SEC and the listing standards of NASDAQ. Our Compensation Committeewill only delegate its authority to the extent consistent with our certificate of incorporation and bylaws and applicable laws, regulations and listingstandards.Our Compensation Committee created the Stock Option Committee (our “Stock Option Committee”) consisting of two members—our CompensationCommittee Chairman and the Chief Executive Officer. The purpose of our Stock Option Committee is to facilitate the timely granting of stock options inconnection with hiring, promotions and other special situations, and therefore our Stock Option Committee meets only periodically as certain events occur.Our Stock Option Committee is empowered to grant options to non-executive employees up to a preset annual aggregate limit (120,000 shares for 2014). TheStock Option Committee did not meet during 2014. Our Compensation Committee supervises these grants and retains exclusive authority for all executiveofficer grants and the annual employee grants. The current members of our Stock Option Committee are Messrs. Davis (Chairman) and Quiram.Governance and Nominating CommitteeOur Nominating Committee is responsible for overseeing and, as appropriate, making recommendations to our Board regarding, membership andconstitution of our Board and its role in overseeing our affairs. Our Nominating Committee is responsible for proposing a slate of directors for election by thestockholders at each annual meeting and for proposing candidates to fill any vacancies. Our Nominating Committee is also responsible for the corporategovernance practices and policies of our Board and its committees. The current members of our Nominating Committee are Messrs. Kaplan (Chairman),Davis, and Halvorson. Our Nominating Committee met four times in 2014. Our Board has determined that all members of our Nominating Committee are“independent” as defined under the rules of the SEC and the listing standards of NASDAQ.Our Nominating Committee manages the process for evaluating current Board members at the time they are considered for re-nomination. Afterconsidering the appropriate skills and characteristics required on our Board, the current makeup of our Board, the results of the evaluations, and the wishes ofour Board members to be re-nominated, our Nominating Committee recommends to our Board whether those individuals should be re-nominated.Our Nominating Committee periodically reviews with our Board whether it believes our Board would benefit from adding a new member(s), and if so,the appropriate skills and characteristics required for the new member(s). If our Board determines that a new member would be beneficial, our NominatingCommittee solicits and receives recommendations for candidates and manages the process for evaluating candidates. All potential candidates, regardless oftheir source (including candidates recommended by security holders), are reviewed under the same process. Our Nominating Committee (or its chair) screensthe available information about the potential candidates. Based on the results of the initial screening, interviews with viable candidates are scheduled withNominating Committee members, other members of our Board and senior members of management. Upon completion of these interviews and other duediligence, our Nominating Committee may recommend to our Board the election or nomination of a candidate.Candidates for independent Board members have typically been found through recommendations from directors or others associated with us. Ourstockholders may also recommend candidates by sending the candidate’s name and resume to our Nominating Committee under the provisions set forthabove for communication with our Board. No such suggestions from our stockholders were received in time for our Annual Meeting.Our Nominating Committee has no predefined minimum criteria for selecting Board nominees, although it believes that (i) all directors should sharequalities such as: an ability to make meaningful contributions to our board; independence; strong communication and analytical skills; and a reputation forhonesty and ethical conduct; and (ii) independent directors should share qualities such as: experience at the corporate, rather than 32Table of Contentsdivisional level, in multi-national organizations as large as or larger than us; and relevant, non-competitive experience. Our Nominating Committee does nothave a formal policy with respect to diversity. However, our Nominating Committee and our Board believe that it is important that we have Board memberswhose diversity of skills, experience and background are complementary to those of our other Board members. In considering candidates for our Board, ourNominating Committee considers the entirety of each candidate’s credentials. In any given search, our Nominating Committee may also define particularcharacteristics for candidates to balance the overall skills and characteristics of our Board and our perceived needs. However, during any search, ourNominating Committee reserves the right to modify its stated search criteria for exceptional candidates.SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and significant stockholders (defined by statute asstockholders beneficially owning more than 10% of our common stock) to file with the SEC initial reports of beneficial ownership, and reports of changes inbeneficial ownership, of our common stock. Directors, executive officers and significant stockholders are required by SEC regulations to furnish us withcopies of all Section 16(a) forms they file. Based solely on a review of the copies of Forms 3, 4 and 5 (and amendments thereto) filed with the SEC andsubmitted to us, and on written representations by certain directors and executive officers received by us, we believe that all of our executive officers,directors and significant stockholders complied with all applicable filing requirements under Section 16(a) during 2014.AUDIT COMMITTEE REPORTThe information contained in this Audit Committee Report shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 orthe Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any suchfiling (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed”with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934 (except to the extent that wespecifically request that this information be treated as soliciting material or specifically incorporate this information by reference).Our Audit Committee reviews our financial reporting process on behalf of our Board. Management has the primary responsibility for the financialstatements and the reporting process, including the system of internal controls. Our Audit Committee has reviewed and discussed the audited financialstatements with management. In addition, our Audit Committee has discussed with our independent registered public accounting firm the matters required tobe discussed by Statements on Public Company Accounting Oversight Board Auditing Standard No. 16 “Communications with Audit Committees”.Our Audit Committee has also received the written disclosures and the letter from our independent registered public accounting firm required byapplicable requirements of the Public Company Accounting Oversight Board regarding their communications with the audit committee concerningindependence, and has discussed with them their independence, including whether their provision of other non-audit services to us is compatible withmaintaining their independence.Our Audit Committee discussed with our independent registered public accounting firm the overall scope and plans for the audit. Our Audit Committeemeets with them, with and without management present to discuss the results of their examinations, the evaluation of our internal controls and the overallquality of our reporting.Based upon the review and discussions referred to in the foregoing paragraphs, our Audit Committee recommended to our Board that the auditedfinancial statements be included in our Annual Report on Form 10-K for 2014 for filing with the Securities and Exchange Commission. 33Table of ContentsAUDIT COMMITTEEDan L. Halvorson (Chairman)Martin A. KaplanLynn J. Davis ITEM 11.EXECUTIVE COMPENSATIONSummary Compensation TableThe following table sets forth for 2014, 2013 and 2012 the base salary and other compensation of our (i) President and Chief Executive Officer and(ii) our other two most highly compensated officers for 2014 (our “named executive officers”): Name and PrincipalPositionYear Salary($) StockAwards($)(1) OptionAwards($)(1)($) Non-equityIncentive PlanCompensation All OtherCompensation($)(2) Total ($) Jeffrey A. Quiram 2014 324,450 743,211 — — 42,814 1,110,475 President, Chief 2013 324,450 23,387 408,732 — 50,830 807,399 Executive Officer, Director 2012 324,450 66,542 45,545 — 36,351 472,888 Robert L. Johnson 2014 242,262 416,554 — — 15,274 674,090 Senior Vice President, 2013 242,462 13,108 227,148 — 14,262 496,980 Operations 2012 242,462 37,296 25,527 — 12,628 317,913 Adam L. Shelton 2014 247,200 424,692 — — 4,850 676,472 Vice President Product 2013 247,200 13,364 227,316 — 1,971 489,851 Management and Marketing 2012 247,200 38,024 26,025 — 107,884 419,133 (1)The Option Awards and Stock Awards amounts represent the aggregate grant date fair value of the options to purchase common stock or shares ofrestricted common stock (as applicable) calculated in accordance with ASC 718, under the assumptions included in Note 5 to our audited financialstatements for the year ended December 31, 2014 included in this Annual Report on Form 10-K.(2)The All Other Compensation amounts shown reflect the value attributable to term life insurance premiums and company 401(k) matching for eachnamed executive officer as well as other perquisites described below. Each named executive officer is responsible for paying income tax on suchamounts. The aggregate dollar amount of perquisites or other personal benefits for Mr. Johnson is less than $10,000. Pursuant to the terms of hisemployment agreement, Mr. Quiram received $37,724, $45,740 and $31,314 in 2014, 2013 and 2012, respectively, for travel expenses from his homein Minnesota, temporary housing near our Santa Barbara and Austin facilities, the use of an automobile, and special indemnity payments to cover thetaxes resulting from the payment or reimbursement of such travel and housing expenses; and Mr. Shelton received $89,585 in 2012 for moving to ourAustin facility and $0, $0 and $13,605 in 2014, 2013 and 2012, respectively, for travel expenses for travel from his home in California to ourheadquarters.Narrative Disclosure to Summary Compensation TableEmployment AgreementWe entered into an employment agreement with Mr. Quiram in 2005, which was amended in 2007. The employment agreement provides for thefollowing: • Appointment as our President, Chief Executive Officer and a member of our Board; 34Table of Contents • A base salary, which was $315,000 per year for 2008-2009 and increased to $324,450 during 2010; • A bonus of up to 100% of his base salary based upon achievement of annual performance goals to be developed by our CompensationCommittee and Mr. Quiram; • Accelerated vesting of all his equity grants in the event of an Involuntary Termination or Change of Control (both as defined in his employmentagreement); • A severance payment equal to one year’s salary and continued benefits for one year in the event of Involuntary Termination; • In the event of a Change of Control, whether or not he is terminated, Mr. Quiram is entitled to (i) payment of two times his annual base salary,(ii) 24 months of benefits coverage, and (iii) accelerated vesting of all of his outstanding equity grants; • Payment or reimbursement of travel expenses from his present home in Minnesota and the lease of an apartment for Mr. Quiram near ourheadquarters; and a special indemnity payment for any taxes resulting from the payment or reimbursement of such expenses; and • Lease of an automobile.Change of Control AgreementsWe also have a “change of control” agreement with Mr. Shelton. The change of control agreement generally provide that, if the employee’semployment is terminated within twenty-four months of a “Change of Control” (as defined in the change of control agreements) either (i) by us for any reasonother than death, “Cause” or “Disability” (as both terms are defined in the change of control agreements) or (ii) by the employee for “Good Reason” (asdefined in the change of control agreements), then the terminated employee will be entitled to severance benefits salary continuation payments andcontinuation of health/life insurance benefits for 18 months and accelerated vesting for all outstanding unvested stock options and other equity securitiesheld by the employee. Any payments or distributions made to or for the benefit of the named employees under these change of control agreements will bereduced, if necessary, to an amount that would result in no excise taxes being imposed under Internal Revenue Code Section 4999.Non-Equity Incentive CompensationWe maintain a bonus plan for executive officers and selected other members of senior management. Under the plan, our Compensation Committeeestablishes financial and other pertinent objectives for the period and assigns each executive officer an annual target bonus amount based on a percentage ofhis or her base salary, which ranges from 20% to 100%. Our Compensation Committee also retains the authority to award discretionary bonuses forperformance in other aspects of the business not covered by the established goals. At the beginning of 2013, our Compensation Committee decided, based onthen-current economic conditions, to not establish financial performance targets under this plan for 2014 and to not award cash bonuses based on financialobjectives in 2013. Our Compensation Committee did reserve its right to award discretionary bonuses if appropriate; however no bonuses were awarded for2014. 35Table of ContentsEquity GrantsFor 2014, we made the following grants of restricted stock awards and options to our named executive officers: Name Grant Date Stock Awards:Number ofShares (#) Option Awards:Number ofSharesunderlyingoptions (#) Exercise price ofoption awards($/Share) Grant dateFair Value ofStock &Option Awards($)(1) Jeffrey A Quiram 12/04/2014 264,488 — 0.00 743,211 Robert L Johnson 12/04/2014 148,240 — 0.00 416,554 Adam L Shelton 12/04/2014 151,136 — 0.00 424,692 (1)The value of a stock award or stock option award is based on the fair market value as of the grant date of such award determined pursuant to ASC 718.Stock awards consist of restricted stock awards. The price for all awards granted to the named executive officers is 100% of the fair market value of theshares on the grant date. 36Table of ContentsOutstanding Equity Awards at Fiscal Year EndThe following table sets forth certain information with respect to outstanding options and unvested shares of restricted stock on December 31, 2014: Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exerciseable(1) Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexerciseable OptionExercisePrice($) OptionExpirationDate Number ofShares orUnits ofStock ThatHave NotVested MarketValue ofSharesor Unitsof StockThatHave NotVested($)(5) Jeffrey A Quiram 10,000 — 82.80 5/25/2015 — — 4,167 — 61.44 2/20/2018 — — 3,061 — 61.44 2/20/2018 — — 2,752 — 31.44 5/6/2020 — — 8,811 — 18.96 1/25/2021 — — 3,798 — 17.52 2/9/2022 — — 4,640 4,640(2) 2.52 3/7/2023 — — 135,000 135,000(3) 2.12 12/5/2023 — — — — — — 264,488(4) 732,632 Robert L Johnson 1,500 — 61.44 2/20/2018 — — 1,716 — 61.44 2/20/2018 — — 1,543 — 31.44 5/6/2020 — — 4,934 18.96 1/25/2021 — — 2,129 — 17.52 2/9/2022 — — 2,601 2,601(2) 2.52 3/7/2023 — — 75,000 75,000(3) 2.12 12/5/2023 — — — — — — 148,240(4) 410,625 Adam L Shelton 4,583 — 48.36 4/24/2016 — — 2,000 — 61.44 2/20/2018 — — 1,749 — 61.44 2/20/2018 — — 1,573 — 31.44 5/6/2020 — — 4,934 — 18.96 1/25/2021 — — 2,170 — 17.52 2/9/2022 — — 2,652 2,651(2) 2.52 3/7/2023 — — 75,000 75,000(3) 2.12 12/5/2023 — — — — — — 151,136(4) 418,647 (1)These options are fully vested.(2)These shares vested 50% on March 7, 2014 and the remaining 50% vested on March 7, 2015.(3)These shares vested 50% on December 5, 2014 and the remaining 50% will vest on December 5, 2015.(4)These shares will vest 50% on December 4, 2015 and the remaining 50% will vest on December 4, 2016.(5)The market value is calculated using the closing share price of our common stock of $2.77 on December 31, 2014.Non-employee Director CompensationSummary of CompensationOur directors who are also our employees do not receive additional compensation for their service on our Board. Our Board maintains a writtencompensation policy for our non-employee directors. Each director other than our Chairman of the Board receives an annual cash retainer of $20,000, and ourChairman of the Board 37Table of Contentsreceives an annual cash retainer of $40,000. The annual cash retainer is paid bi-annually and requires that the director attend at least 75% of our Boardmeetings. Each director receives a $5,000 annual retainer for service as a member of our three standing committees. In addition, on the date of each annualmeeting of stockholders, each director other than our Chairman of the Board receives an equity grant of 10,000 shares of our common stock, and ourChairman of the Board receives a grant of 15,000 shares. In addition to the foregoing equity grants, new directors receive an initial grant of 25,000 shares ofour common stock on the date that they join our Board. Initial equity grants vest in three equal installments, on each anniversary of the grant date, andannual grants vest in two equal installments, on each anniversary of the grant date. Our Board provides an additional $15,000 annual retainer (which is paidbi-annually) as compensation for service as chairman of our Audit Committee and an additional $10,000 annual retainer for service as chairman of each ofour Corporate Development Committee, Compensation Committee and Nominating Committee.Non-employee directors do not receive compensation from us other than as a director or as committee member. There are no family relationships amongour directors and executive officers.The following table summarizes the compensation paid to our non-employee directors for 2014: Name Fees earned orpaid in cash ($) Stock Awards($) (1) Option Awards($) (1) Total($) Martin A. Kaplan 60,000 42,150 49,250 151,400 Lynn J. Davis 40,000 28,100 49,250 117,350 Dan L. Halvorson(2) 37,479 97,100 — 134,579 David W. Vellequette(2) 7,521 — — 7,521 (1)The amounts in this column represent the aggregate grant date fair value of the shares of restricted common stock calculated in accordance withAccounting Standards Codification (“ASC”) 718, under the assumptions included in Note 5 to our audited financial statements for the year endedDecember 31, 2014 included in this Annual Report on Form 10-K. As of December 31, 2014: (i) Mr. Kaplan had 1,834 options to purchase commonstock and 25,695 unvested shares of restricted common stock; (ii) Mr. Davis had 1,783 options to purchase common stock and 17,222 unvested sharesof restricted common stock; (iii) Mr. Halvorson had 0 options to purchase common stock and 35,000 unvested shares of restricted common stock;(iv) Mr. Vellequette had 1,250 options to purchase common stock and 0 unvested shares of restricted common stock.(2)On March 3, 2014, director David Vellequette resigned from our Board of Directors and Dan Halvorson joined our Board of Directors. Consistent withpast practice, effective as of his termination of board service, we extended the exercise period of options held by Mr. Vellequette to the term of theoptions and accelerated the vesting of previously granted restricted stock. ITEM 12.SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERSThe following table sets forth the beneficial ownership of our common stock as of March 1, 2015 by (i) each person known by us to be the beneficialowner of more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers named in the table under “ExecutiveCompensation — Summary Compensation Table,” and (iv) all of our directors and executive officers as a group. Except as otherwise indicated in thefootnotes to the table, (i) the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned,subject to community property laws where applicable, and (ii) the address of each person is c/o Superconductor Technologies Inc., 9101 Wall Street, Suite1300, Austin, Texas 78754. 38Table of ContentsName Number of Shares(1) Percentage Ownership Kopp Investment Advisors, LLC7701 France Avenue South, #500Edina, MN 55435 2,642,614(2) 16.8% Jeffrey A. Quiram 469,225 3.0 William J. Buchanan 224,113 1.4 Robert L. Johnson 258,479 1.6 Adam L. Shelton 264,616 1.7 Kenneth E. Pfeiffer 225,310 1.4 Lynn J. Davis 34,274 * Martin A. Kaplan 47,281 * Dan L. Halvorson 35,000 * All executive officers and directors as a group (8 persons) 1,558,298 9.9 *Less than 1%.(1)Includes shares issuable upon the exercise of stock options that are exercisable within 60 days of March 1, 2015 as follows: Mr. Quiram, 166,868shares; Mr. Buchanan 80,850 shares; Mr. Johnson 92,021shares; Mr. Shelton, 97,312 shares; Mr. Davis, 10,108 shares; Mr. Kaplan, 9,955 shares;Mr. Halvorson, 0 shares; and all executive officers and directors as a group, 538,487 shares.(2)Based solely on information reported in a Schedule 13F/HR filed with the SEC on February 13, 2015 by Kopp Investment Advisors, LLC (“KIA”),Kopp Holding Company, LLC (“KHCLLC”), and LeRoy C. Kopp (“Mr. Kopp”). KIA, KHCLLC and Mr. Kopp are the beneficial owners of and haveshared voting authority with respect to 2,642,614 shares. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEMr. Vellequette resigned from our Board of Directors effective March 3, 2014. Consistent with past practice, effective as of his termination of boardservice, we extended the exercise period of options he held to the term of the options and accelerated the vesting of previously granted restricted stock. ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICESOur Audit Committee regularly reviews and determines whether specific non-audit projects or expenditures with our independent registered publicaccounting firm, Marcum LLP, potentially affects its independence. Our Audit Committee’s policy is to pre-approve all audit and permissible non-auditservices provided by Marcum LLP. Pre-approval is generally provided by our Audit Committee for up to one year, as detailed as to the particular service orcategory of services to be rendered, and is generally subject to a specific budget. Our Audit Committee may also pre-approve additional services of specificengagements on a case-by-case basis.The following table sets forth the aggregate fees billed to us by Marcum LLP for 2014 and 2013, all of which were pre-approved by our AuditCommittee: Year Ended December 31, 2014 2013 Audit fees(1) $190,350 $215,247 All other fees(2) $ 10,000 $ 72,845 Total$200,350 $288,092 (1)Includes fees for professional services rendered for the audit of our annual consolidated financial statements and review of our annual report onForm 10-K and for reviews of the condensed consolidated financial statements included in our quarterly reports on Form 10-Q for the first three quartersof 2014 and 2013.(2)These fees related to services rendered for our S-1 and S-3 registration statements. 39Table of ContentsPART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)The following documents are filed as part of this Report:1. Index to Financial Statements. Our consolidated financial statements and the Report of Marcum LLP, Independent Registered PublicAccounting Firm are included in Part IV of this Report on the pages indicated: Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2014 and 2013 F-2 Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 F-3 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 F-5 Notes to Consolidated Financial Statements F-6 2. Financial Statement Schedule Covered by the Foregoing Report of Independent Registered Public Accounting Firm. Schedule II—Valuation and Qualifying Accounts F-24 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.3. Exhibits Number Description of Document 3.1 Restated Certificate of Incorporation of Registrant as amended through March 1, 2006. (14) 3.2 Certificate of Amendment of Restated Certificate of Incorporation of Registrant, filed March 11, 2013. (23) 3.3 Amended and Restated Bylaws of Registrant. (14) 3.4 Amendment adopted March 29, 2010 to Amended and Restated Bylaws of Registrant. (15) 3.5 Amendment adopted October 28, 2013 to Amended and Restated Bylaws of Registrant. (26) 4.1 Form of Common Stock Certificate. (28) 4.2 Certificate of Designations of Registrant of Series A Convertible Preferred Stock of Registrant filed November 13, 2007. (13) 4.3 Form of Warrant to Purchase Common Stock issued by Registrant on February 22, 2012 (17) 4.4 Form of Warrant to Purchase Common Stock issued by Registrant on February 22, 2012 (18) 4.5 Form of Warrant to Purchase Common Stock issued by Registrant on November 26, 2012 (21) 4.6 Form of Warrant to Purchase Common Stock issued by Registrant on December 18, 2012 (22) 4.7 Form of Warrant to Purchase Common Stock issued by Registrant on December 18, 2012 (22) 4.8 Form of Warrant to Purchase Common Stock issued by Registrant on April 26, 2013 (24) 4.9 Form of Warrant to Purchase Common Stock issued by Registrant on April 26, 2013 (24) 4.10 Form of Warrant to Purchase Common Stock issued by Registrant on August 9, 2013 (25) 40Table of ContentsNumber Description of Document 4.11 Form of Warrant to Purchase Common Stock issued by Registrant on August 9, 2013 (25) 4.12 Form of Warrant Exercise Agreement dated February 14, 2015 (29) 10.1 Form of Change in Control Agreement dated March 28, 2003. (2) *** 10.2 Form of Amendment No. 1 to Change in Control Agreement dated as of May 24, 2005. (8) *** 10.3 Form of Amendment No. 2 to Change in Control Agreement dated as of December 31, 2006. (10) *** 10.4 Patent License Agreement by and between Registrant and Lucent Technologies GRL LLC. (3) ** 10.5 License Agreement between Registrant and Sunpower, Inc. dated May 2, 2005. (4) ** 10.6 Employment Agreement between Registrant and Jeffrey Quiram dated as of February 14, 2005. (5) *** 10.7 Stock Option Grant and 2003 Equity Incentive Plan Option Agreement between Registrant and Jeffrey Quiram dated February 14, 2005. (5)*** 10.8 Amendment to Employment Agreement between Registrant and Jeffrey Quiram dated as of December 31, 2006. (10) *** 10.9 2003 Equity Incentive Plan As Amended May 25, 2005. (7) *** 10.10 Form of Notice of Grant of Stock Options and Option Agreement for 2003 Equity Incentive Plan. (5) *** 10.11 Management Incentive Plan (July 24, 2006). (9) *** 10.12 Compensation Policy for Non-Employee Directors dated March 18, 2005. (6) *** 10.13 Lease Agreement between the Registrant and 1200 Enterprises LLC dated as of June 1, 2001. (1) 10.14 First Amendment to Lease between Registrant and 1200 Enterprises LLC dated October 1, 2007. (16) 10.15 Second Amendment to Lease between the Registrant and 1200 Enterprises LLC dated January 19, 2009. (14) 10.16 Third Amendment to Lease between the Registrant and 1200 Enterprises LLC dated October 26, 2011. (19) 10.17 Lease Agreement between the Registrant and Prologis Texas III LLC dated December 5, 2011. (19) 10.18 First Amendment Lease Agreement between the Registrant and Prologis Texas III LLC dated August 23, 2012. (20) 10.19 Second Amendment Lease Agreement between the Registrant and Prologis Texas III LLC dated July 18, 2014. (30) 10.20 Agreement between Registrant and Hunchun BaoLi Communication Co., Ltd. (“BAOLI”) dated August 17, 2007. (11) 10.21 First Amendment to Agreement between Registrant and BAOLI dated November 1, 2007 (12) 10.22 Second Amendment to Agreement between Registrant and BAOLI dated January 7, 2008. (12) 10.23 Framework Agreement between Registrant and BAOLI dated November 8, 2007. (12) 10.24 Sino-Foreign Equity Joint Venture Contract between Superconductor Investments (Mauritius) Limited and BAOLI dated December 8, 2007(Exhibit A to Framework Agreement with BAOLI). (12) 41Table of ContentsNumber Description of Document 10.25 Form of Technology and Trademark License Agreement between Superconductor Investments (Mauritius) Limited, Registrant and BAOLISuperconductor Technology Co, Ltd (Exhibit B to Framework Agreement). (12) 10.26 2013 Equity Incentive Plan Adopted October 25, 2013. (27) 10.27 Form of Indemnification Agreement for directors and officers. (30) 14 Code of Business Conduct and Ethics. (8) 21 List of Subsidiaries. (30) 23.1 Consent of Marcum, LLP, Independent Registered Public Accounting Firm. (30) 31.1 Statement of CEO Pursuant to 302 of the Sarbanes-Oxley Act of 2002. (30) 31.2 Statement of CFO Pursuant to 302 of the Sarbanes-Oxley Act of 2002. (30) 32.1 Statement of CEO Pursuant to 906 of the Sarbanes-Oxley Act of 2002. (30) 32.2 Statement of CFO Pursuant to 906 of the Sarbanes-Oxley Act of 2002. (30)101 Financials provided in XBRL format **Confidential treatment has been previously granted for certain portions of these exhibits.***This exhibit is a management contract or compensatory plan or arrangement.(1)Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2002, filed May 6, 2002.(2)Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2003, filed May 13, 2003.(3)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 11, 2004.(4)Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2004, filed November 10, 2004.(5)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, filed March 16, 2005.(6)Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2005, filed May 6, 2005.(7)Incorporated by reference from Registrant’s Current Report on Form 8-K filed May 27, 2005.(8)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed March 8, 2006.(9)Incorporated by reference from Registrant’s Current Report on Form 8-K filed July 28, 2006.(10)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed April 2, 2007.(11)Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2007, filed November 13, 2007.(12)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed March 27, 2008.(13)Incorporated by reference from Registrant’s Current Report on Form 8-K/A filed February 25, 2008.(14)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, filed March 17, 2010.(15)Incorporated by reference from Registrant’s Current Report on Form 8-K filed April 2, 2010.(16)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed March 21, 2011.(17)Incorporated by reference from Registrant’s Current Report on Form 8-K filed February 22, 2012.(18)Incorporated by reference from Registrant’s Current Report on Form 8-K/A filed February 22, 2012. 42Table of Contents(19)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed March 30, 2012.(20)Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2012, filed November 9, 2012.(21)Incorporated by reference from Registrant’s Current Report on Form 8-K filed November 27, 2012.(22)Incorporated by reference from Registrant’s Current Report on Form 8-K filed December 19, 2012.(23)Incorporated by reference from Registrant’s Current Report on Form 8-K filed March 14, 2013.(24)Incorporated by reference from Registrant’s Current Report on Form 8-K filed April 30, 2013.(25)Incorporated by reference as Exhibit 4.8/9 to Registrant’s Form S-1A filed August 2, 2013.(26)Incorporated by reference from Registrant’s Current Report on Form 8-K filed October 31, 2013.(27)Incorporated by reference as Exhibit A to Registrant’s Form DEF 14A filed October 31, 2013.(28)Incorporated by reference as Exhibit 4.1 to Registrant’s Form 10-K filed March 28, 2014.(29)Incorporated by reference from Registrant’s Current Report on Form 8-K filed February 17, 2015.(30)Filed herewith. (b)Exhibits. See Item 15(a) above. 43Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofSuperconductor Technologies Inc.We have audited the accompanying consolidated balance sheets of Superconductor Technologies Inc. (the “Company”) as of December 31, 2014 and 2013,and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the three years in the period endedDecember 31, 2014. Our audits also included the consolidated financial statement schedule listed in the Index at Item 15(a)(2). These consolidated financialstatements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financialstatements and schedule based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. TheCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerationof internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An auditalso includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position ofSuperconductor Technologies Inc. as of December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of thethree years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also, in ouropinion, the related consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole,presents fairly in all material respects the information set forth herein.The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ofAmerica, which contemplate continuation of the company as a going concern. As discussed in Note 2 to the consolidated financial statements, the Companyhas incurred significant net losses since its inception, has an accumulated deficit of $282,367,790 and working capital deficit as of December 31, 2014, andexpects to incur substantial additional losses and costs to sustain operations. The foregoing matters raise substantial doubt about the Company’s ability tocontinue as a going concern. Management’s plans in regard to these matters are also described in Note 2. These consolidated financial statements do notinclude any adjustments that might result from the outcome of this uncertainty./s/ Marcum LLPLos Angeles, CAMarch 12, 2015 F-1Table of ContentsSUPERCONDUCTOR TECHNOLOGIES INC.CONSOLIDATED BALANCE SHEETS December 31,2014 December 31,2013 ASSETS Current Assets: Cash and cash equivalents $1,238,000 $7,459,000 Accounts receivable, net 86,000 6,000 Inventory, net 74,000 76,000 Prepaid expenses and other current assets 358,000 437,000 Total Current Assets 1,756,000 7,978,000 Property and equipment, net of accumulated depreciation of $4,908,000 and $11,626,000, respectively 7,902,000 5,473,000 Patents, licenses and purchased technology, net of accumulated amortization of $794,000 and $722,000,respectively 886,000 888,000 Other assets 255,000 501,000 Total Assets$10,799,000 $14,840,000 LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent Liabilities:Accounts payable$762,000 $703,000 Accrued expenses 455,000 637,000 Current portion of derivative fair value—warrants 946,000 — Total Current Liabilities 2,163,000 1,340,000 Other long term liabilities 4,634,000 6,194,000 Total Liabilities 6,797,000 7,534,000 Commitments and contingencies (Notes 7 and 8)Stockholders’ Equity:Preferred stock, $.001 par value, 2,000,000 shares authorized, 328,925 and 328,925 issued and outstanding,respectively — — Common stock, $.001 par value, 250,000,000 shares authorized, 14,264,041 and 11,634,950 shares issuedand outstanding, respectively 14,000 12,000 Capital in excess of par value 286,356,000 281,411,000 Accumulated deficit (282,368,000) (274,117,000) Total Stockholders’ Equity 4,002,000 7,306,000 Total Liabilities and Stockholders’ Equity$10,799,000 $14,840,000 See accompanying notes to the consolidated financial statements. F-2Table of ContentsSUPERCONDUCTOR TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31 2014 2013 2012 Net revenues: Net commercial product revenues $632,000 $1,710,000 $3,237,000 Government and other contract revenues — — 222,000 Total net revenues 632,000 1,710,000 3,459,000 Costs and expenses:Cost of commercial product revenues 1,558,000 1,051,000 3,850,000 Cost of government and other contract revenues — — 165,000 Research and development 5,992,000 6,073,000 5,030,000 Selling, general and administrative 5,389,000 5,068,000 5,440,000 Total costs and expenses 12,939,000 12,192,000 14,485,000 Loss from operations (12,307,000) (10,482,000) (11,026,000) Other Income and ExpenseGain (loss) from investment in Resonant LLC joint venture 3,142,000 (238,000) — Adjustments to fair value of warrant derivatives 480,000 (1,551,000) — Interest income — — 6,000 Other income 434,000 140,000 92,000 Other expense — (42,000) — Net loss$(8,251,000) $(12,173,000) $(10,928,000) Basic and diluted net loss per common share$(0.64) $(1.71) $(3.34) Basic and diluted weighted average number of common shares outstanding 12,793,929 7,123,817 3,269,482 See accompanying notes to the consolidated financial statements. F-3Table of ContentsSUPERCONDUCTOR TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Convertible PreferredStock Common Stock Capital inExcess of ParValue AccumulatedDeficit Total Shares Amount Shares Amount Balance at December 31, 2011 564,642 $1,000 2,780,190 $2,000 $262,188,000 $(251,016,000) $11,175,000 Issuance of common stock (net of costs) 1,407,660 2,000 9,309,000 9,311,000 Repurchase of common stock to satisfy withholding obligations (8,277) (120,000) (120,000) Stock–based compensation 14,117 854,000 854,000 Net loss (10,928,000) (10,928,000) Balance at December 31, 2012 564,642 1,000 4,193,690 4,000 272,231,000 (261,944,000) 10,292,000 Issuance of common stock (net of costs) 7,189,503 7,000 8,688,000 8,695,000 Conversion of preferred stock to common stock (235,717) (1,000) 196,422 1,000 — Cancellation of shares fromreverse stock split (2,865) Stock–based compensation 58,200 492,000 492,000 Net loss (12,173,000) (12,173,000) Balance at December 31, 2013 328,925 — 11,634,950 12,000 281,411,000 (274,117,000) 7,306,000 Issuance of common stock (net of costs) from exercise ofoutstanding warrants 1,589,471 2,000 4,083,000 4,085,000 Stock–based compensation 1,039,620 862,000 862,000 Net loss (8,251,000) (8,251,000) Balance at December 31, 2014 328,925 $— 14,264,041 $14,000 $286,356,000 $(282,368,000) $4,002,000 See accompanying notes to the consolidated financial statements. F-4Table of ContentsSUPERCONDUCTOR TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2014 2013 2012 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(8,251,000) $(12,173,000) $(10,928,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,332,000 1,276,000 313,000 Stock-based compensation expense 862,000 492,000 854,000 Provision for excess and obsolete inventories — — 270,000 Write off of intangibles — 93,000 213,000 Adjustment to fair value of warrant derivatives (480,000) 1,551,000 — (Gain) loss on disposal of property and equipment (114,000) 239,000 (92,000) (Gain) loss from investment in Resonant LLC joint venture (3,142,000) 238,000 — Changes in assets and liabilities: Accounts receivable (80,000) 116,000 (61,000) Inventory 2,000 (25,000) 1,289,000 Prepaid expenses and other current assets 79,000 (122,000) 159,000 Patents and licenses (70,000) (160,000) (199,000) Other assets 62,000 (148,000) 9,000 Accounts payable, accrued expenses and other liabilities (225,000) 324,000 (53,000) Net cash used in operating activities (10,025,000) (8,299,000) (8,226,000) CASH FLOWS FROM INVESTING ACTIVITIES:Net proceeds from sale of Resonant Shares 3,327,000 — — Purchase of property and equipment (3,704,000) (818,000) (3,588,000) Net proceeds from sale of property and equipment 96,000 98,000 92,000 Net cash used in investing activities (281,000) (720,000) (3,496,000) CASH FLOWS FROM FINANCING ACTIVITIES:Repurchase of common shares for withholding obligations — — (120,000) Net proceeds from sale of common stock — 12,844,000 9,311,000 Net proceeds from sale of warrants 4,085,000 — — Net cash provided by financing activities 4,085,000 12,844,000 9,191,000 Net increase (decrease) in cash and cash equivalents (6,221,000) 3,825,000 (2,531,000) Cash and cash equivalents at beginning of year 7,459,000 3,634,000 6,165,000 Cash and cash equivalents at end of year$1,238,000 $7,459,000 $3,634,000 See accompanying notes to the consolidated financial statements. F-5Table of ContentsSUPERCONDUCTOR TECHNOLOGIES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 1 — The CompanySuperconductor Technologies Inc. (together with our subsidiaries, “we” or “us”) was incorporated in Delaware on May 11, 1987. We develop andproduce high temperature superconducting (HTS) materials and associated technologies. We have generated more than 100 patents as well as proprietarytrade secrets and manufacturing expertise. We are now leveraging our key enabling technologies in HTS materials and cryogenics, to pursue emergingopportunities in the electrical grid and in equipment platforms that utilize electrical circuits. In January 2012, we took possession of a facility in Austin,Texas and have moved our HTS wire processes and our research and development to Austin. We continue to maintain a presence in Santa Barbara, CA forcertain business operations and our legacy wireless business.Our initial superconducting products were completed in 1998, and we began delivery to a number of wireless network providers. In the following 13years, our cost reducing efforts led to the invention of our proprietary, high-yield and high throughput HTS material deposition manufacturing process.In the last several years we have focused our research and development efforts on adapting our successful HTS materials deposition techniques to theproduction of our HTS Conductus® wire for next generation power applications. While most of our current commercial product revenues come from the saleof high performance wireless communications infrastructure products, production of our Conductus wire is our principal opportunity to grow our futurerevenue.Historically, we used research and development contracts as a source of funds for our commercial technology development. We are not currentlyinvolved as either a contractor or subcontractor on contracts with the U.S. government. Thus for the years ended December 31, 2014, 2013, and 2012,government related contracts accounted for 0%, 0%, and 6%, respectively, of our net revenues.Note 2 — Summary of Significant Accounting PoliciesBasis of PresentationWe have incurred significant net losses since our inception and have an accumulated deficit of $282.4 million. In 2014, we incurred a net loss of $8.3million and had negative cash flows from operations of $10 million. In 2013, we had an accumulated deficit of $274.1 million, a net loss of $12.2 million andnegative cash flows from operations of $8.3 million. At December 31, 2014, we had $1.2 million in cash. Our cash resources will not be sufficient to fund ourbusiness for the next 12 months. From January 1, 2015 through March 1, 2015, we received more than $1.7 million from the exercise of outstanding warrantsand in an effort to reduce costs, we reduced our headcount. Even with this additional cash and cost reductions, we will need to raise funds to meet ourworking capital needs. Additional financing may not be available on acceptable terms or at all. If we issue additional equity securities to raise funds, theownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existingholders of common stock. If we cannot raise any needed funds, we might be forced to make further substantial reductions in our operating expenses, whichcould adversely affect our ability to implement our current business plan and ultimately our viability as a company. These factors raise substantial doubtabout our ability to continue as a going concern.Our plans regarding improving our future liquidity will require us to successfully use our expertise and our technology to generate revenues in variousways, including commercial operations, joint ventures and licenses. We have invested and will continue to invest significant capital in our Austin, Texasmanufacturing facility to enable us to produce our Conductus wire products. However, delays in the timing of our ability to, including but not limited to,raise additional capital, unexpected production delays, and our ability to sell our Conductus wire F-6Table of Contentsproducts in large scale could substantially impact our estimates used in the determination of expected future cash flows and/or expected future profitability.In February 2015, we undertook steps to reduce our ongoing operating costs through headcount reductions and other cost saving efforts.The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of the uncertainties set forthabove.On March 11, 2013, we effected a 1-for-12 reverse stock split of our common stock, or the Reverse Stock Split. As a result of the Reverse Stock Split,every twelve shares of our pre-Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The Reverse StockSplit did not change the authorized number of shares or the par value of our common stock. Certain of the information contained in the documentsincorporated by reference herein and therein present information on our common stock on a pre-Reverse Split basis. Share and per share data included hereinhas been retroactively restated for the effect of the reverse stock split. In addition, we identified certain critical accounting policies which affect certain of ourmore significant estimates and assumptions used in preparing our consolidated financial statements in this Annual Report on Form 10-K for 2014. We havenot made any material changes to these policies.We have reviewed recently issued Financial Accounting Standards Board pronouncements and do not believe they will have a material impact on ourconsolidated financial statements as of and for the year ended December 31, 2014.Principles of ConsolidationThe consolidated financial statements include the accounts of Superconductor Technologies Inc. and its wholly owned subsidiaries. All significantintercompany transactions have been eliminated from the consolidated financial statements.Cash and Cash EquivalentsCash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Cash and cash equivalents aremaintained with what management believes to be quality financial institutions and from time to time exceed FDIC limits. Historically, we have notexperienced any losses due to such concentration of credit risk.Accounts ReceivableWe grant uncollateralized credit to our customers. We perform usual and customary credit evaluations of our customers before granting credit. Tradeaccounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount ofprobable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience. Past due balances arereviewed for collectability. Account balances are charged off against the allowance when we deem it is probable the receivable will not be recovered. We donot have any off-balance-sheet credit exposure related to our customers.Revenue RecognitionCommercial revenues are principally derived from the sale of our SuperLink, AmpLink and SuperPlex family of products and are recognized once all ofthe following conditions have been met: a) an authorized purchase order has been received in writing, b) the customer’s credit worthiness has beenestablished, c) shipment of the product has occurred, d) title has transferred, and e) if stipulated by the contract, customer acceptance has occurred and allsignificant vendor obligations, if any, have been satisfied. F-7Table of ContentsWe currently have no contract revenues. Historically, contract revenues were principally generated under research and development contracts. Contractrevenues were recognized utilizing the percentage-of-completion method measured by the relationship of costs incurred to total estimated contract costs. Ifthe current contract estimate were to indicate a loss, utilizing the funded amount of the contract, a provision would be made for the total anticipated loss.Revenues from research related activities were derived primarily from contracts with agencies of the U.S. Government. Credit risk related to accountsreceivable arising from such contracts was considered minimal. These contracts included cost-plus, fixed price and cost sharing arrangements and weregenerally 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 ContractAudit Agency. Contract audits through 2003 are closed. Based on historical experience and review of current projects in process, we believe that any futureaudits will not have a significant effect on our consolidated financial position, results of operations or cash flows.Shipping and Handling Fees and CostsShipping and handling fees billed to customers are included in net commercial product revenues. Shipping and handling fees associated with freightare generally included in cost of commercial product revenues.WarrantiesWe offer warranties generally ranging from one to five years, depending on the product and negotiated terms of purchase agreements with ourcustomers. Such warranties require us to repair or replace defective product returned to us during such warranty period at no cost to the customer. Our estimatefor warranty related costs is recorded at the time of sale based on our actual historical product return rates and expected repair costs. Such costs have beenwithin our expectations.IndemnitiesIn connection with the sales and manufacturing of our commercial products, we indemnify, without limit or term, our customers and contractmanufacturers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or allegedinfringement or misappropriation of any intellectual property relating to our products or other claims arising from our products. We cannot reasonablydevelop an estimate of the maximum potential amount of payments that might be made under our indemnities because of the uncertainty as to whether aclaim might arise and how much it might total. Historically, we have not incurred any expenses related to these indemnities.Research and Development CostsResearch and development costs are charged to expense as incurred and include salary, facility, depreciation and material expenses. Research anddevelopment costs are charged to research and development expense. Research and development costs incurred solely in connection with research anddevelopment contracts were charged to government and other contract expense.InventoriesInventories are stated at the lower of cost or market, with costs primarily determined using standard costs, which approximate actual costs utilizing thefirst-in, first-out method. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventoryand/or vendor cancellation charges related to purchase commitments. If the results of the review determine that a write-down is necessary, we recognize a lossin the period in which the loss is identified, whether or not the inventory is retained. Our inventory reserves establish a new cost basis for inventory and arenot reversed until we sell or F-8Table of Contentsdispose of the related inventory. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or theestimated forecast of product demand and production requirements. Costs associated with idle capacity are charged to operations immediately.Property and EquipmentProperty and equipment are recorded at cost. Equipment is depreciated using the straight-line method over their estimated useful lives ranging fromthree 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 operations as incurred. When property or equipment is retired or otherwise disposed of, therelated cost and accumulated depreciation are removed from the accounts. Gains or losses from retirements and disposals are generally recorded in otherincome or expense. In 2014 and 2013 there were disposals totaling $8 million and $9.4 million, respectively, and gains of $96,000 and $98,000,respectively, from these disposals. In 2013, we also disposed of research and development equipment with a net book value of $337,000 and charged thatdisposal to research and development expense.Patents, Licenses and Purchased TechnologyPatents and licenses are recorded at cost and are amortized using the straight-line method over the shorter of their estimated useful lives orapproximately seventeen years.Long-Lived AssetsThe 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 the business are written off in the period identified since they will no longer be used in operations andgenerate any positive cash flows for us. Periodically, long-lived assets that will continue to be used by us will need to be evaluated for recoverability. Suchevaluation is based on various analyses, including cash flow and profitability projections. The analyses necessarily involve significant managementjudgment. 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 downto their estimated fair value. We tested our long lived assets for recoverability in each of the last three years and did not believe there was any impairment;however, for the year ended December 31, 2013 we charged $93,000 of patents pending to operations.In July 2012, we contributed 14 issued and pending patents regarding our innovative Reconfigurable Resonance™ (RcR) technology, limited use ofour Santa Barbara facility, experienced executive leadership and technical expertise as our minority investment in Resonant LLC. As of December 31, 2012and June 18, 2013, our interest in Resonant was 30%, and the net value of the assets contributed, estimated to approximate fair value, was $423,000 and$185,000, respectively. We had accounted for this investment using the equity method and included it in Other assets for both periods.At June 2013 we exchanged our equity interest in Resonant LLC, a wholly owned subsidiary of Resonant Inc., for a $2.4 million subordinatedconvertible note receivable from the new Resonant Inc. No gain was recognized for the exchange of our net equity interest on the date of issuance for the notereceivable due to uncertainties in connection with the collectability of this subordinated note receivable. Our note was subordinated to a third party lenderand was only convertible in the event Resonant, Inc. conducted an initial public offering and certain other conditions were met. We determined that our netequity interest of $185,000 approximated the fair value of the note receivable at December 31, 2013.At May 29, 2014, the note receivable was converted into 700,000 common shares of Resonant. These common shares represented 10.2% of Resonant’soutstanding shares (including over-allotment) and could not be F-9Table of Contentstraded without the consent of the underwriter of the initial public offering for a period of twelve months after the initial public offering date of May 29, 2014.In late September 2014 we entered into a private transaction to sell this minority interest to various buyers for gross proceeds to us of $3.6 million, and netproceeds to us of $3.3 million after offering expenses.We have invested and will continue to invest significant capital in our Austin, Texas manufacturing facility to enable us to produce our Conductuswire products. Delays in the timing of our ability to, including but not limited to, raise additional capital, unexpected production delays, our ability to sellour Conductus wire products in large scale could substantially impact our estimates used in the determination of expected future cash flows and/or expectedprofitability. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.Loss ContingenciesIn the normal course of our business, we are subject to claims and litigation, including allegations of patent infringement. Liabilities relating to theseclaims are recorded when it is determined that a loss is probable and the amount of the loss can be reasonably estimated. Legal fees are recorded as servicesare provided. The costs of our defense in such matters are charged to operations as incurred. Insurance proceeds recoverable are recorded when deemedprobable.Income TaxesWe recognize deferred tax liabilities and assets based on the differences between the consolidated financial statement carrying amounts and the taxbases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense)results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or alldeferred tax assets will not be realized.The guidance further clarifies the accounting for uncertainty in income taxes and sets a consistent framework to determine the appropriate level of taxreserve to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized and sets outdisclosure requirements to enhance transparency of our tax reserves.Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the consolidated statement of operations as partof the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision.No liabilities for uncertain tax positions were recognized in the current year. No interest or penalties on uncertain tax positions have been charged tooperations to date. We are not under examination by any taxing authorities. The federal statute of limitations for examination of us is open for 2011 andsubsequent filings.Marketing CostsAll costs related to marketing and advertising our products are charged to operations as incurred or at the time the advertising takes place. Advertisingcosts were not material in each of the three years in the period ended December 31, 2014.Net Loss Per ShareBasic and diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of commonshares outstanding in each year. Net loss available to common F-10Table of Contentsstockholders is computed after deducting accumulated dividends on cumulative preferred stock, deemed dividends and accretion of redemption value onredeemable preferred stock for the period and beneficial conversion features on issuance of convertible preferred stock. Potential common shares are notincluded in the calculation of diluted loss per share because their effect is anti-dilutive.Stock-based Compensation ExpenseWe have in effect several equity incentive plans under which stock options and awards have been granted to employees and non-employee members ofthe Board of Directors. We are required to estimate the fair value of share-based awards on the date of grant. The value of the award is principally recognizedas expense ratably over the requisite service periods. We have estimated the fair value of stock options as of the date of grant using the Black-Scholes optionpricing model. The Black-Scholes model considers, among other factors, the expected life of the award and the expected volatility of our stock price. Weevaluate the assumptions used to value stock options on a quarterly basis. The fair values generated by the Black-Scholes model may not be indicative of theactual fair values of our equity awards, as they do not consider other factors important to those awards to employees, such as continued employment andperiodic vesting.The following table presents details of total stock-based compensation expense that is included in each functional line item on our consolidatedstatements of operations: 2014 2013 2012 Cost of revenue $— $1,000 $9,000 Research and development 204,000 169,000 277,000 Selling, general and administrative 658,000 322,000 568,000 $862,000 $492,000 $854,000 The impact to the consolidated statements of operations for 2014, 2013 and 2012 on basic and diluted earnings per share was $0.07, $0.07 and $0.26respectively. No stock compensation cost was capitalized during the three year period ended December 31, 2014.Use of EstimatesThe preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of Americarequires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atthe date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant estimatesin the preparation of the consolidated financial statements relate to the assessment of the carrying amount of accounts receivable, inventory, fixed assets,intangibles, goodwill, estimated provisions for warranty costs, accruals for restructuring and lease abandonment costs, contract revenues, income taxes anddisclosures related to the litigation. Actual results could differ from those estimates and such differences may be material to the consolidated financialstatements.Fair Value of Financial InstrumentsWe have estimated the fair value amounts of our financial instruments using the available market information and valuation methodologies consideredappropriate. We determined the book value of our cash and cash equivalents, accounts receivable, and other current assets and other current liabilities as ofDecember 31, 2014 and December 31, 2013 approximate fair value.The fair value of our warrant derivative liability was estimated using the Binomial Lattice option valuation model. F-11Table of ContentsFair value for financial reporting purposes is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exitprice) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date,ASC 820, “Fair Value Measurement and Disclosures”, also establishes a fair value hierarchy which requires an entity to maximize the use of observableinputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fairvalue:Level 1 —quoted prices in active markets for identical assets or liabilitiesLevel 2 —quoted prices for similar assets and liabilities in active markets or inputs that are observableLevel 3 —inputs that are unobservable (for example cash flow modeling inputs based on assumptions)The fair value of our warrant liabilities was determined based on level 3 inputs. These derivative liabilities are adjusted to reflect fair value at each periodend, with any increase or decrease in the fair value being recorded in results of operations as Adjustment to Fair Value of Derivatives. See Note 5 —Stockholders Equity—Warrants.Comprehensive IncomeWe have no items of other comprehensive income in any period and consequently have not included a Statement of Comprehensive Income.Segment InformationWe have historically operated in a single business segment: the research, development, manufacture and marketing of high performance products usedin cellular base stations. We derived net commercial product revenues primarily from the sales of our AmpLink and SuperPlex products which we solddirectly to wireless network operators in the United States. Net revenues derived principally from government contracts are presented separately on theconsolidated statements of operations for all periods presented. As discussed in this Report, we are adapting our unique HTS material deposition techniquesto produce our energy efficient, cost-effective and high performance Conductus wire. We expect commercial level sales of our Conductus wire products laterthis year.Certain Risks and UncertaintiesOur long-term prospects are dependent upon the successful commercialization and market acceptance of our Conductus wire products.We currently sell most of our products directly to wireless network operators in the United States and our product sales have historically beenconcentrated in a small number of customers. In 2014, we had two customers that represented 52% and 31% of total net revenues and 95% of our accountsreceivable. In 2013, these two customers represented 63% and 33% of total net revenues and 89% of our accounts receivable. The loss of or reduction insales, or the inability to collect outstanding accounts receivable, from any of these customers could have a material adverse effect on our business, financialcondition, results of operations and cash flows.We currently rely on a limited number of suppliers for key components of our products. The loss of any of these suppliers could have material adverseeffect on our business, financial condition, results of operations and cash flows.In connection with the sales of our commercial products, we indemnify, without limit or term, our customers against all claims, suits, demands,damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectualproperty relating to our F-12Table of Contentsproducts or other claims arising from our products. We cannot reasonably develop an estimate of the maximum potential amount of payments that might bemade under our indemnities because of the uncertainty as to whether a claim might arise and how much it might total.For more risks of our business, see Item 1A, “Risk Factors” in this Report and other filings with the Securities and Exchange Commission.Note 3 — Short Term BorrowingsNoneNote 4 — Income TaxesWe incurred a net loss in each year of operation since inception resulting in no current or deferred tax expense for 2014, 2013 or 2012.The benefit for income taxes differs from the amount obtained by applying the federal statutory income tax rate to loss before benefit for income taxesfor 2014, 2013 and 2012 as follows: 2014 2013 2012 Tax benefit computed at federal statutory rate 34.0% 34.0% 34.0% Increase (decrease) in taxes due to: Change in valuation allowance (37.8) (32.8) (36.8) Stock-based compensation (4.0) (2.0) (3.0) Fair value of derivative warrant liability 2.0 (5.0) — State taxes, net of federal benefit 5.8 5.8 5.8 — % — % — % The significant components of deferred tax assets (liabilities) at December 31 are as follows: 2014 2013 Loss carryforwards $11,490,000 $6,910,000 Depreciation 1,490,000 1,853,000 Tax credits 388,000 103,500 Inventory 292,000 288,000 Other 280,000 394,000 Less: valuation allowance (13,940,000) (9,548,500) $— $— As of December 31, 2014, we had net operating loss carryforwards for federal and state income tax purposes of approximately $325.3 million and$141.1 million, respectively, which expire in the years 2018 through 2034. Of these amounts, $77.5 million and $5.1 million, respectively, resulted from theacquisition of Conductus. Under the Internal Revenue Code change of control limitations, a maximum of $28.9 million and $28.3 million, respectively, willbe available for reduction of taxable income. In addition, we had research and development and other tax credits for federal and state income tax purposes ofapproximately $259,000 and $194,000, respectively, which expire in the years 2030 through 2034.Due to the uncertainty surrounding their realization, we have recorded a full valuation allowance against our net deferred tax assets. Accordingly, nodeferred tax asset has been recorded in the accompanying balance sheets. The valuation allowance increased by $4,391,500 in 2014 and decreased by$35,058,500 in 2013.Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rateof return (usually the “applicable federal funds rate,” as defined in F-13Table of Contentsthe Internal Revenue Code) and the value of the corporation at the time of a “change of ownership” as defined by Section 382. We had changes in ownershipin August 1999, December 2002, June 2009, and August 2013. In addition, we acquired the right to Conductus’ net operating losses, which are also subjectto the limitations imposed by Section 382. Conductus underwent five ownership changes, which occurred in February 1999, February 2001, December2002, June 2009, and August 2013. Therefore, the ability to utilize Conductus’ and our net operating loss carryforwards of $77.5 million and $232 million,respectively, which were incurred prior to the 2013 ownership changes, will be subject in future periods to annual limitations of $655,000. Net operatinglosses incurred by us subsequent to the ownership changes totaled $16.3 million and are not subject to this limitation. An additional $655,000 in losses wasreleased from limitation during the year under Section 382.Note 5 — Stockholders’ EquityPreferred StockPursuant to our Certificate of Incorporation, the Board of Directors is authorized to issue up to 2,000,000 shares of preferred stock (par value $.001 pershare) in one or more series and to fix the rights, preferences, privileges, and restrictions, including the dividend rights, conversion rights, voting rights,redemption price or prices, liquidation preferences, and the number of shares constituting any series or the designation of such series. In February 2008, weissued to Hunchun BaoLi Communication Co. Ltd. (“BAOLI”) and two related purchasers a total of (a) 3,101,361 shares of our common stock and(b) 611,523 shares of our Series A Preferred Stock (convertible into 6,115,230 shares of our common stock) in exchange for net proceeds of $14.9 million incash after offering costs of $89,000, of which $4.0 million was received in 2007. Subject to the terms and conditions of our Series A Preferred Stock and tocustomary adjustments to the conversion rate, each share of our Series A Preferred Stock is convertible into ten shares of our common stock so long as thenumber of shares of our common stock beneficially owned by BAOLI and affiliates following such conversion does not exceed 9.9% of our outstandingcommon stock. In 2013, 235,717 of these preferred shares were converted into 196,422 shares of our common stock. There was no conversion of thesepreferred shares into common stock in 2014 or 2012. At December 31, 2014, the 328,925 preferred shares issued and outstanding could be converted into274,104 shares of common stock. Except for a preference on liquidation of $.01 per share and giving the effect of a 1-for 12 reverse stock split, each share ofSeries A Preferred Stock is the economic equivalent of ten twelfths of a share of common stock into which it is convertible. There is no beneficial conversionfeature related to the conversion of the preferred shares, as the value of the common shares into which the preferred shares convert does not exceed therecorded amount of the preferred shares at the date of issuance. Except as required by law, the Series A Preferred Stock does not have any voting rights.Common StockOn August 9, 2013, we consummated an underwritten public offering (Registration No. 333-189006) of units of our common stock and warrants forgross proceeds of $12 million, and net proceeds to us of approximately $10.9 million after deducting underwriting discounts and commissions and offeringexpenses. In the offering, a total of 5,721,675 shares of common stock were issued, plus an additional 954,001 shares subject to pre-funded warrants with anexercise price of $0.01 per pre-funded warrant. In addition, a total of 6,675,676 five year warrants and 3,337,838 two year warrants were issued, each with anexercise price of $2.57. The units consisted of either (at the option of the investors): (i) one share of common stock, one five year warrant and one two yearwarrant sold at a price to the public of $1.799, or (ii) (for those investors whose acquisition of our common stock through purchase of new units would causethem to own more than 9.9% of our outstanding common stock), a unit which consisted of one pre-funded warrant (in lieu of the share of common stock), onefive year warrant and one two year warrant. Because the pre-funded warrants had an exercise price of $0.01 per share, the price for a unit having a pre-fundedwarrant was one penny less, or $1.789 per unit. At September 28, 2013 all of the pre-funded warrants had been exercised. Additionally, the underwriter of thisoffering received 117,670 warrants, each with an exercise price of $2.25, and exercisable for a period of three years commencing August 5, 2013. Thesewarrants to our underwriter may not be exercised for a period of 180 days following August 5, 2013. F-14Table of ContentsAt various times during 2014, a total of 1,589,471 of the above mentioned warrants were exercised at $2.57 each, providing us with net proceeds of$4.1 million.In a registered direct offering completed April 26, 2013 we raised proceeds of $1.95 million, net of offering costs of $236,000, from the sale of 513,827shares of common stock and an equal number of warrants. See Warrants below.Equity AwardsAt December 31, 2014, we had two equity award option plans, the 2003 Equity Incentive Plan and the 2013 Equity Incentive Plan (collectively, the“Stock Option Plans”) although we can only grant new options under the 2013 Equity Incentive Plan. Under the Stock Option Plans, stock awards may bemade to our directors, key employees, consultants, and non-employee directors and may consist of stock options, stock appreciation rights, restricted stockawards, performance awards, and performance share awards. Stock options must be granted at prices no less than the market value on the date of grant.There were no stock option exercises in the last three years.We granted stock options in each of the last three years. The weighted average fair value of options has been estimated at the date of the grant using theBlack-Scholes option-pricing model. The following are the significant weighted average assumptions used for estimating the fair value under our stockoption plans: 2014 2013 2012 Per share fair value at grant date $1.97 $1.46 $11.16 Risk free interest rate 1.1% 1.04% 0.6% Expected volatility 100.2% 99.4% 100% Dividend yield 0% 0% 0% Expected life in years 4.0 4.0 4.0 The expected life was based on the contractual term of the options and the expected employee exercise behavior. Typically, options to our employeesand Board Members have a 2 year vesting term and a 10 year contractual term and vest at 50% after one year and 50% after two years. The risk-free interestrate is based on the U. S. Treasury zero-coupon issues with a remaining term equal to the expected option life assumed at the grant date. The future volatilityis based on our 4 year historical volatility. We used an expected dividend yield of 0% because we have never paid a dividend and do not anticipate payingdividends. We assumed aggregate forfeiture rates of 10% to 20% based on historical stock option cancellation rates over the last 4 years. F-15Table of ContentsAt December 31, 2014, 55,380 shares of common stock were available for future grants and options covering 1,200,948 shares were outstanding butnot yet exercised. Option activity during the three years ended December 31, 2014 was as follows: Number ofShares WeightedAverageExercise Price Outstanding at December 31, 2011 114,709 $53.28 Granted 18,125 16.32 Canceled (27,451) 56.73 Exercised — — Outstanding at December 31, 2012 105,383 46.08 Granted 1,053,333 2.13 Canceled (6,642) 100.84 Exercised — — Outstanding at December 31, 2013 1,152,074 5.58 Granted 50,000 2.85 Canceled (1,126) 158.13 Exercised — — Outstanding at December 31, 2014 1,200,948 $5.32 The following table summarizes information concerning currently outstanding and exercisable stock options at December 31, 2014: Exercisable Range ofExercise Prices NumberOutstanding WeightedAverageRemainingContractualLife in Years WeightedAverageExercise Price NumberExercisable WeightedAverageExercisePrice $2.12 - $2.12 1,020,000 8.93 $2.12 510,000 $2.12 2.52 - 2.85 83,334 8.78 2.72 16,668 2.52 8.14 - 18.96 39,820 6.39 18.02 39,820 18.02 19.32 - 61.44 45,977 3.50 49.98 45,977 49.98 $62.40 - $159.60 11,817 0.41 83.61 11,817 83.61 1,200,948 8.54 $5.32 624,282 $8.21 Our outstanding options expire on various dates through March 2024. The weighted-average contractual term of outstanding options was 8.5 years andthe weighted-average contractual term of currently exercisable stock options was 8.2 years. At December 31, 2014, outstanding options covering 1,053,334shares, with an intrinsic value of $672,000, had an exercise price less than the current market value and 526,667 of these options were exercisable, with anintrinsic value of $336,000. There were no exercisable options at December 31, 2013 with a price less than the then market value. The number of optionsexercisable and their weighted average exercise price at December 31, 2012 was 74,706 and $56.52, respectively. F-16Table of ContentsThe grant date fair value of each share of our restricted stock awards is equal to the fair value of our common stock at the grant date. Shares of restrictedstock under awards all have service conditions and vest over one to four years. Some of our grants also have performance conditions. The following is asummary of our restricted stock award transactions for the year ended December 31, 2014: Number ofShares WeightedAverage GrantDate Fair Value Balance nonvested at December 31, 2013 43,165 $4.28 Granted 1,039,620 2.81 Vested (25,250) 5.67 Forfeited — — Balance nonvested at December 31, 2014 1,057,535 $2.80 The weighted-average grant date fair value of our restricted stock awards, their total fair value and the fair value of all shares that have vested duringeach of the past three years is as follows: Year ended December 31 2014 2013 2012 Weight-average grant date fair value $2.81 $2.30 $13.92 Fair value of restricted stock awards granted $2,990,000 $148,000 $358,000 Fair value of restricted stock awards vested $143,000 $535,000 $688,000 For the majority of restricted stock awards granted, the number of shares issued on the date the restricted stock awards vest may be net of the minimumstatutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. For the year ended December 31,2012 we withheld 99,323 shares to satisfy $135,000 of employees’ tax obligations. There was no such withholding for the years ended December 31, 2014 orDecember 31, 2013.No stock compensation cost was capitalized during the periods. At December 31, 2014, the total compensation cost related to non-vested optionawards not yet recognized was $1.1 million and the weighted-average period over which the cost is expected to be recognized is 1.6 years. The totalcompensation cost related to non-vested stock awards not yet recognized was $2.2 million, and the weighted-average period over which the cost is expectedto be recognized is 0.9 years.WarrantsThe following is a summary of outstanding warrants at December 31, 2014: Common Shares Total CurrentlyExercisable PriceperShare Expiration Date (1) Warrants related to February 2012 financing 419,451 419,451 $16.20 February 22, 2017 (2) Warrants related to November 2012 financing 8,333 8,333 4.50 November 26, 2015 (3) Warrants related to December 2012 financing 15,625 15,625 4.50 December 18, 2015 (4) Warrants related to April 2013 financing 256,914 256,914 5.45 April 26, 2015 (5) Warrants related to April 2013 financing 256,913 256,913 5.45 April 26, 2019 (6) Warrants related to August 2013 financing 117,670 117,670 2.25 August 5, 2016 (7) Warrants related to August 2013 financing 6,117,383 6,117,383 2.57 August 9, 2018 (8) Warrants related to August 2013 financing 2,306,660 2,306,660 $2.57 August 9, 2015 F-17Table of ContentsWarrants (1)-(6) are exercisable by paying cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise forunregistered shares of common stock. The exercise price of the warrants is subject to standard antidilutive provision adjustment in the case of stock dividendsor other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stockcombinations, reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including cash,stock or other property to our stockholders. The exercise price of the warrants is not subject to “price-based” anti-dilution adjustment. We have determinedthat these warrants related to issuance of common stock are subject to equity treatment because the warrant holder has no right to demand cash settlement andthere are no unusual anti-dilution rights.We have determined that warrants (7) and (8) are not considered indexed to our common shares under ASC 815-40, and require separate accounting asderivative instruments with changes in fair value recognized in earnings each period. The warrants contain a provision whereby the warrant exercise pricewould be decreased in the event that future common stock issuances are made at a price less than the then exercise price. Due to the potential variability oftheir exercise price, these warrants do not qualify for equity treatment, and therefore are recognized as a liability. The warrant liability is adjusted to fair valueeach reporting period, and any change in value is recognized in the statement of operations. Their initial August 9, 2013 valuation was determined using thebinomial lattice valuation model, including an equal probabilities tree and early exercise factor of 30%, the significant weighted average assumptions forestimating the fair value of these warrants were, respectively, as follows: expected life of five years and two years; risk free interest rates of 1.36% and 0.32%;expected volatility of 111% and 116% and; dividend yield of 0% and 0%. The initial fair value at August 9, 2013 was estimated to be slightly less than $4.2million.Using the binomial lattice valuation model, including an equal probabilities tree and early exercise factor of 30%, the significant weighted averageassumptions for estimating the fair value of warrants ‘(7) and (8)’ at December 31, 2014 were, respectively, as follows: expected life of 3.6 years and 0.6 years;risk free interest rates of 1.27% and 0.17%; expected volatility of 97% and 39% and; dividend yield of 0% and 0%, and the December 31, 2014 fair value ofthese warrants was estimated to be $5.2 million. The fair value was reduced by $480,000 from December 31, 2013 to December 31, 2014.Using the binomial lattice valuation model, including an equal probabilities tree and early exercise factor of 30%, the significant weighted averageassumptions for estimating the fair value of warrants ‘(7) and (8)’ at December 31, 2013 were, respectively, as follows: expected life of 4.6 years and 1.6 years;risk free interest rates of 1.75% and 0.38%; expected volatility of 97% and 126% and; dividend yield of 0% and 0%, and the December 31, 2013 fair value ofthese warrants was estimated to be $5.7 million. The fair value increase from August 9, 2013 to December 31, 2013 was $1.6 million.Note 6 — Employee Savings PlanIn December 1989, the Board of Directors approved a 401(k) savings plan (the “401(k) Plan”) for our employees that became effective in 1990. Eligibleemployees may elect to make contributions under the terms of the 401(k) Plan; however, contributions by us are made at the discretion of management. Wemade a contribution of $104,000 to the 401(k) plan in 2014, and $96,000 and $108,000 in 2013 and 2012, respectively.Note 7 — Commitments and ContingenciesOperating LeasesWe lease our offices and production facilities under non-cancelable operating leases in Santa Barbara, CA and Austin, TX that expire in November2016 and March 2017, respectively. The leases contain minimum rent escalation clauses that require additional rental amounts after the first year. Rentexpense for these leases with minimum annual rent escalation is recognized on a straight-line basis over the minimum lease term. These leases also require usto pay utilities, insurance, taxes and other operating expenses and contain one five-year renewal option. F-18Table of ContentsFor 2014, 2013 and 2012, rent expense was $815,000, $868,000, and $956,000, respectively.Patents and LicensesWe have entered into various licensing agreements requiring royalty payments ranging from 0.13% to 2.5% of specified product sales. Certain of theseagreements contain provisions for the payment of guaranteed or minimum royalty amounts. In the event that we fail to pay any minimum annual royalties,these licenses may automatically be terminated. These royalty obligations terminate in 2015 to 2020. Royalty expenses totaled $30,000 in 2014 and$25,000 in each of 2013 and 2012. Under the terms of certain royalty agreements, royalty payments made may be subject to audit. There have been no auditsto date and we do not expect any possible future audit adjustments to be significant.The minimum lease payments under operating leases and license obligations are as follows: Years Ended December 31, Licenses OperatingLeases 2015 $45,000 $1,345,000 2016 45,000 1,456,000 2017 45,000 236,000 2018 45,000 40,000 2019 — 27,000 Thereafter — — Total payments$180,000 $3,104,000 Note 8 — Contractual Guarantees and IndemnitiesDuring our normal course of business, we make certain contractual guarantees and indemnities pursuant to which we may be required to make futurepayments under specific circumstances. We have disclosed the contractual guarantees and indemnities in the accompanying consolidated financialstatements as follows:WarrantiesWe establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. Ourwarranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including historical warrantyreturn rates and expenses over various warranty periods.Intellectual Property IndemnitiesWe indemnify certain customers and our contract manufacturers against liability arising from third-party claims of intellectual property rightsinfringement related to our products. These indemnities appear in development and supply agreements with our customers as well as manufacturing serviceagreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amountof any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine themaximum amount of losses that we could incur related to such indemnifications.Director and Officer Indemnities and Contractual GuaranteesWe have entered into indemnification agreements with our directors and executive officers, which require us to indemnify such individuals to thefullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costsincurred in connection with such F-19Table of Contentsindemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related tosuch indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amountof losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such director and officer indemnities have not had amaterial negative effect on our business, financial condition or results of operations.We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment ofspecific compensation benefits to such executives upon the termination of their employment with us.General Contractual Indemnities/Products LiabilityDuring the normal course of business, we enter into contracts with customers where we agree to indemnify the other party for personal injury orproperty damage caused by our products. Our indemnification obligations under such agreements are not generally limited in amount or duration. Given thatthe amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed, we are unable to determine themaximum amount of losses that we could incur relating to such indemnities. Historically, any amounts payable pursuant to such indemnities have not had amaterial negative effect our business, financial condition or results of operations. We maintain general and product liability insurance as well as errors andomissions insurance, which may provide a source of recovery to us in the event of an indemnification claim.Note 9—Legal ProceedingsFrom time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are notcurrently a party to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial positionor results of operations or cash flows.Note 10—Earnings Per ShareBasic earnings (loss) per share is based on the weighted-average number of common shares outstanding and diluted earnings (loss) per share was basedon the weighted-average number of common shares outstanding plus all potentially dilutive common shares outstanding.Since their impact would be anti-dilutive, our loss per common share does not include the effect of the assumed exercise or vesting of any of thefollowing shares: 2014 2013 2012 Outstanding stock options 1,200,948 1,152,074 105,383 Unvested restricted stock awards 1,057,535 43,195 37,190 Outstanding warrants 9,498,949 11,088,420 443,409 Total 11,757,432 12,283,689 585,982 Also, the preferred stock convertible into 274,104, 274,104 and 470,535 shares of common stock at December 31, 2014, 2013 and 2012, respectively,was not included since their impact would be anti-dilutive.Note 11 — Severance ChargesIn 2014, there were no severance costs, and in 2013, we reduced our workforce and incurred $14,000 in severance costs. F-20Table of ContentsNote 12 — Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash ActivitiesBalance Sheet Data: December 31,2014 December 31,2013 Accounts receivable: Accounts receivable-trade $87,000 $7,000 Less: allowance for doubtful accounts (1,000) (1,000) $86,000 $6,000 December 31,2014 December 31,2013 Inventories: Raw materials $580,000 $563,000 Reserve for raw materials (540,000) (542,000) Work-in-process 31,000 31,000 Reserve for work-in-process (25,000) (25,000) Finished goods 196,000 204,000 Reserve for finished goods (168,000) (155,000) $74,000 $76,000 December 31,2014 December 31,2013 Property and Equipment: Equipment $11,853,000 $9,315,000 Leasehold improvements 734,000 7,397,000 Furniture and fixtures 223,000 387,000 12,810,000 17,099,000 Less: accumulated depreciation and amortization (4,908,000) (11,626,000) $7,902,000 $5,473,000 Depreciation and amortization expense amounted to $1,259,000, $1,205,000, and $220,000 in 2014, 2013 and 2012, respectively. In 2014, 2013 and2012 we disposed of older, fully depreciated equipment with an acquisition value of $8,000,000, $9,405,000 and $520,000, respectively. December 31,2014 December 31,2013 Patents, Licenses and Purchased Technology: Patents pending $454,000 $434,000 Patents issued 1,226,000 1,176,000 Less accumulated amortization (794,000) (722,000) Net patents issued 432,000 454,000 $886,000 $888,000 F-21Table of ContentsAmortization expense related to these items totaled $73,000, $65,000 and, $93,000 in 2014, 2013, and 2012, respectively. Amortization expensesrelated to these items are expected to total $73,000 in 2015 and $73,000 in 2016. December 31,2014 December 31,2013 Accrued Expenses and Other Long Term Liabilities: Salaries payable $130,000 $98,000 Compensated absences 231,000 206,000 Compensation related 19,000 25,000 Warranty reserve 38,000 151,000 Deferred rent 368,000 443,000 Other 21,000 200,000 Fair value of warrant derivatives 5,228,000 5,708,000 Total 6,035,000 6,831,000 Less current portion (1,401,000) (637,000) Long-term portion$4,634,000 $6,194,000 2014 2013 2012 Warranty Reserve Activity: Beginning balance $151,000 $227,000 $225,000 Additions — 19,000 74,000 Deductions (113,000) (95,000) (72,000) Ending balance$38,000 $151,000 $227,000 Note 13 — Subsequent EventsOn February 14, 2015, we entered into Warrant Exercise Agreements with certain holders of our outstanding warrants to purchase an aggregate of916,858 shares of our common stock. The warrants were originally issued as part of an underwritten public offering that we closed on August 9, 2013.Pursuant to the terms of the Warrant Exercise Agreements, the exercise price of the warrants being exercised was adjusted, immediately prior to their exercise,to $2.00 per share down from the previously agreed $2.57. We received gross proceeds of approximately $1.8 million, and net proceeds to us ofapproximately $1.7 million from the exercises under the Warrant Exercise Agreements. Additionally, our financial advisor in connection with our WarrantExercise Agreements the underwriter received a five-year warrant to purchase 45,843 shares at a per share exercise price of $3.003.As a result of the Warrant Exercise Agreements and a price-based anti-dilution adjustment mechanism in the warrants issued in the August 2013 publicoffering, the exercise price of warrants to purchase 1,389,803 shares with an expiration date of August 9, 2015 and warrants to purchase 6,117,383 shares withan expiration date of August 9, 2018 that remained outstanding were also adjusted from $2.57 to $2.00. F-22Table of ContentsQuarterly Financial Data (Unaudited) First Quarter Second Quarter ThirdQuarter Fourth Quarter 2014 Net revenues (1) $389,000 $75,000 $86,000 $82,000 Loss from operations 2,799,000 3,158,000 3,116,000 3,234,000 Net loss 2,935,000 55,000 2,412,000 2,849,000 Basic and diluted loss per common share $(0.25) $(0.00) $(0.19) $(0.22) Weighted average number of sharesoutstanding 11,880,889 13,026,636 12,917,653 13,158,592 2013 Net revenues (1) $776,000 $555,000 $229,000 $150,000 Loss from operations 2,233,000 2,380,000 3,370,000 2,499,000 Net loss 2,408,000 2,436,000 3,454,000 3,875,000 Basic and diluted loss per common share $(0.58) $(0.54) $(0.42) $(0.34) Weighted average number of sharesoutstanding 4,152,036 4,521,731 8,176,262 11,527,366 (1)Our revenues vary from quarter to quarter as our customers provide minimal lead-time prior to the release of their purchase orders and have non-bindingcommitments to purchase from us. F-23Table of ContentsSUPERCONDUCTOR TECHNOLOGIES INC.Schedule II — Valuation and Qualifying Accounts Additions BeginningBalance Charged toCosts &Expenses Chargedto OtherAccounts Deductions EndingBalance 2014 Allowance for Uncollectible Accounts $1,000 $— $— $— $1,000 Reserve for Inventory Obsolescence 722,000 11,000 — — 733,000 Reserve for Warranty 151,000 — — (113,000) 38,000 Deferred Tax Asset Valuation Allowance 9,548,500 4,391,500 — — 13,940,000 2013 Allowance for Uncollectible Accounts 2,000 — — (1,000) 1,000 Reserve for Inventory Obsolescence 1,991,000 478,000 — (1,747,000) 722,000 Reserve for Warranty 227,000 19,000 — (95,000) 151,000 Deferred Tax Asset Valuation Allowance (1) 44,607,000 — — (35,058,500) 9,548,500 2012 Allowance for Uncollectible Accounts 2,000 — — — 2,000 Reserve for Inventory Obsolescence 1,785,000 270,000 — (64,000) 1,991,000 Reserve for Warranty 225,000 74,000 — (72,000) 227,000 Deferred Tax Asset Valuation Allowance $40,158,000 $4,449,000 $— $— $44,607,000 (1)The deferred tax asset valuation allowance decreased by $35.1 million in 2013 due to the revaluation of the deferred tax asset from loss carryforwardsunder the change in control provisions in the Internal Revenue Code. F-24Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed onits behalf by the undersigned, thereunto duly authorized, on this 12th day of March 2015. SUPERCONDUCTOR TECHNOLOGIES INC.By: /s/ Jeffrey A. Quiram Jeffrey A. Quiram President and Chief Executive OfficerPOWER OF ATTORNEYKNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J.Buchanan, his attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Report on Form 10-K,and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying andconfirming all that said attorney-in-fact or his substitute or substitutes, may do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons onbehalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date/s/ Jeffrey A. QuiramJeffrey A. Quiram President, Chief Executive Officer and Director(Principal Executive Officer) March 12, 2015/s/ William J. BuchananWilliam J. Buchanan Chief Financial Officer(Principal Financial and Accounting Officer) March 12, 2015/s/ Dan L. HalvorsonDan L. Halvorson Director March 12, 2015/s/ Lynn J. DavisLynn J. Davis Director March 12, 2015/s/ Martin A. KaplanMartin A. Kaplan Chairman of the Board March 12, 2015EXHIBIT 10.19SECOND AMENDMENT TO LEASETHIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”) is entered into as of the 18th day of July, 2014, by andbetween PROLOGIS TEXAS III LLC, a Delaware limited liability company (“Landlord”) and Superconductor Technologies, Inc. (“Tenant”).W I T N E S S E T H:WHEREAS, Landlord and Tenant have entered into a Lease dated December 5, 2011 and amended on August 22, 2012 with the First Amendment toLease Agreement, pursuant to which Landlord leased to Tenant certain premises consisting of approximately 41,705 square feet located at Walnut CreekCorporate Center, Building 13, 9101 Wall Street, Austin, Texas 78754 (the “Premises”), such lease, as heretofore modified, being herein referred to as the“Lease”.WHEREAS, Landlord and Tenant desire to modify the Lease on the terms and conditions set forth below.A G R E E M E N T:NOW THEREFORE, in consideration of the Premises and the mutual covenants hereinafter contained, the parties hereto agree as follows: 1.The Lease Premises shall consist of an additional 52,295 square feet for a total of 94,000 square feet as shown on Exhibit A-1 attached, whichreplaces Exhibit A in the Lease Agreement. All of the terms and conditions of the Lease shall remain in full force and effect. Tenant shall payBase Rent and Operating Expenses based on the new square footage of 94,000 as shown on Addendum 1C attached, which replaces Addendum1B in the First Amendment to Lease. 2.Tenant’s new proportionate share of the Building shall be revised to 100.00% and Tenant’s new proportionate share of the Project shall berevised to 43.28%. 3.Except as otherwise expressly provided herein, all defined terms used in this Second Amendment shall have the same respective meanings as areprovided for such defined terms in the Lease. Tenant shall accept the Premises in its “as is” condition and shall pay Operating Expenses asprovided in the Lease during the Term. 4.Addendum 4B of the First Amendment, Right of First Refusal, shall be null and void. 5.Landlord shall provide a Tenant Improvement Allowance of $44,600.00 to be spent on mutually agreed upon improvements to the Premises.Tenant shall use all amounts by December 31, 2014 and any amount unused by January 1, 2015 shall be forfeited by Tenant. Landlord maycollect a five (5%) construction management fee, payable by Tenant within 30 days following receipt of Landlord’s invoice from time to timethroughout the period of construction of the Tenant Improvements. 6.Landlord, at Landlord’s sole cost expense, shall repair the roof leak located in the conference room in the southeastern corner of the building. 7.Tenant represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker,agent or other person brought about this transaction, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims byany other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regardto this leasing transaction. 8.Insofar as the specific terms and provisions of this Second Amendment purport to amend or modify or are in conflict with the specific terms,provisions and exhibits of the Lease, the terms and provisions of this Second Amendment shall govern and control; in all other respects, theterms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect. 9.Landlord and Tenant hereby agree that (i) this Second Amendment is incorporated into and made a part of the Lease, (ii) any and all references tothe Lease hereinafter shall include this Second Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in fullforce and effect as of the date hereof, except as expressly modified and amended hereinabove. 10.Any obligation or liability whatsoever of ProLogis, a Maryland real estate investment trust, which may arise at any time under this Lease or anyobligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall notbe personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its trustees, directors, shareholders, officers,employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.SIGNATURE PAGE TO FOLLOWIN WITNESS WHEREOF, the parties hereto have signed this Second Amendment as of the day and year first above written. TENANT:LANDLORD:Superconductor Technologies, Inc.PROLOGIS TEXAS III LLCa Delaware limited liability companyBy: Authorized Person/s/ R L Johnson /s/ Eduardo L GonzalesName:R. L. JohnsonEduardo L. Gonzalez, Vice President of PrologisTitle:Senior Vice President, Operationsa Maryland real estate investment trustEXHIBIT 10.27Superconductor Technologies Inc.INDEMNIFICATION AGREEMENTThis Indemnification Agreement (“Agreement”) is effective as of this day of , 20__, by and between Superconductor Technologies Inc., aDelaware corporation (the “Company”), and (“Indemnitee”).WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees,agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers,employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severelylimited;WHEREAS, Indemnitee does not regard the current protection available as adequate under the present circumstances, and the Indemnitee and otherdirectors, officers, employees, agents and fiduciaries of the Company may not be willing to continue to serve in such capacities without additionalprotection; andWHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and, inpart, in order to induce Indemnitee to continue to provide services to the Company, wishes to provide for the indemnification and advancing of expenses toIndemnitee to the maximum extent permitted by law.NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:1. Indemnification.(a) Indemnification of Expenses. The Company shall indemnify Indemniteeto the fullest extent permitted by law if Indemnitee was or is orbecomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending orcompleted action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faithbelieves might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative,investigative or other (hereinafter a “Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was adirector, officer, employee, agent or fiduciary of the Company; or any subsidiary of the Company, or is or was serving at the request of the Company as adirector, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inactionon the part of Indemnitee while serving in such capacity (hereinafter an “Indemnifiable Event”) against any and all expenses (including attorneys’ fees andall other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), orpreparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry orinvestigation), judgments, fines, penalties and 1amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of such Claimand any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement(collectively, hereinafter “Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses.Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than five days after written demand by Indemniteetherefor is presented to the Company.(b) Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition thatthe Reviewing Party (as described in Section 10(e) hereof) shall not have determined (in a written opinion, in any case in which the Independent LegalCounsel referred to in Section 1(c) hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligationof the Company to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the conditionthat, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, theCompany shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided,however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination thatIndemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to beindemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a finaljudicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation toreimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (asdefined in Section 10(c) hereof), the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than aChange in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change inControl), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 1(c) hereof. If there has been no determination by the ReviewingParty or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law,Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by theReviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear inany such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.(c) Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has beenapproved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all mattersthereafter arising concerning the rights of Indemnitee to payments of Expenses and Expense Advances under this Agreement or any other agreement or underthe Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall beselected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shallrender its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would have permitted to be indemnified underapplicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referredto above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of orrelating to this Agreement or its engagement pursuant hereto. 2(d) Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 9 hereof, to the extent thatIndemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of anyaction, suit, proceeding, inquiry or investigation referred to in Section (1) (a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall beindemnified against all Expenses incurred by the Indemnitee in connection therewith. 2.Expenses; Indemnification Procedure.(a) Advancement of Expenses. The Company shall advance all Expenses incurred by the Indemnitee. The advances to be made hereunder shallbe paid by the Company to Indemnitee as soon as practicable but in any event no later than five days after written demand by Indemnitee therefor to theCompany.(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under this Agreement,give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under thisAgreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of thisAgreement (or such other address as the Company shall designate in writing to the Indemnitee). In addition, Indemnitee shall give the Company suchinformation and cooperation as it may reasonably require and as shall be within Indemnitee’s power.(c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whetherwith or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create of presumption that Indemnitee did notmeet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. Inaddition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or hadany particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief,prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicablelaw, shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have anyparticular belief. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnifiedhereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.(d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company hasliability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers inaccordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurersto pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms ofsuch policies.(e) Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company, if appropriate,shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its electionso to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not beliable to Indemnitee under this Agreement for any fees of counsel subsequently 3incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claimat Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall havereasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Companyshall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.3. Additional Indemnification Rights; Nonexclusivity.(a) Scope. The Company hereby agrees to indemnify the Indemnitee to thefullest extent permitted by law, notwithstanding that suchindemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylawsor by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delawarecorporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemniteeshall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrowsthe right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent nototherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligationshereunder except as set forth in Section 8(a) hereof.(b) Nonexclusivity. The indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitledunder the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the General CorporationLaw of the State of Delaware, or otherwise. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or nottaken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity.4. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim madeagainst Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw orotherwise) of the amounts otherwise indemnifiable hereunder.5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion ofExpenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemniteefor the portion of such Expenses to which Indemnitee is entitled.6. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy mayprohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understandsand acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submitthe question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.7. Liability Insurance. To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries,Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorablyinsured of the Company’s directors, if Indemnitee is a director; 4or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, agents or fiduciaries, ifIndemnitee is not an officer or director but is a key employee, agent or fiduciary.8. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of thisAgreement:(a) Excluded Action or Omissions. To indemnify Indemnitee for acts, omissions or transactions from which Indemnitee may not be relieved ofliability under applicable law.(b) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily byIndemnitee and not by way of defense, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under thisAgreement or any other agreement or insurance policy or under the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating toClaims for Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise asrequired under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to suchindemnification, advance expense payment or insurance recovery, as the case may be.(c) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted byIndemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemniteein such proceeding was not made in good faith or was frivolous; or(d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale byIndemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.9. Period of Limitations. No legal action shall be brought and no cause of actionshall be asserted by or in the right of the Company against Indemnitee,Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause ofaction, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal actionwithin such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorterperiod shall govern.10. Construction of Certain Phrases.(a) For purposes of this Agreement, references to the “Company” shallinclude, in addition to the resulting corporation, any constituentcorporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have hadpower and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent orfiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciaryof another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise. Indemnitee shall stand in the same position under theprovisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation ifits separate existence had continued. 5(b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include anyexcise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include anyservice as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee,agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a mannerIndemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to haveacted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.(c) For purposes of this Agreement a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefitplan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as theirownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% ormore of the combined voting power of the Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities by 5% ormore over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, ofsecurities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities,(ii) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company andany new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previouslyso approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Companywith any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of thetotal voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation,or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of(in one transaction or a series of transactions) all of substantially all of the Company’s assets.(d) For purposes of this Agreement, “Independent Legal Counsel” shall meanan attorney or firm of attorneys, selected in accordance with theprovisions of Section 1(c) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than withrespect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements.)(e) For purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or body consisting of a member or members of theCompany’s Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for whichIndemnitee is seeking indemnification, or Independent Legal Counsel.(f) For purposes of this Agreement, “Voting Securities” shall mean any securities of the Company that vote generally in the election of directors.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. 612. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties heretoand their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all ofthe business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor(whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of theCompany, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effectregardless of whether Indemnitee continues to serve as a director or officer of the Company or of any other enterprise at the Company’s request.13. Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintainedby the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee withrespect to such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses withrespect to such action, unless as a part of such action a court of competent jurisdiction over such action determines that each of the material assertions madeby Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Companyunder this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by Indemniteein defense of such action (including costs and expenses incurred with respect to Indemnitee’s counterclaims and cross-claims made in such action), and shallbe entitled to the advancement Expenses with respect to such action, unless as a part of such action a court having jurisdiction over such action determinesthat each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.14. Notice. All notices, requests, demands and other communication under this Agreement shall be in writing and shall be deemed duly given (i) ifdelivered by hand and signed for by the party addressed, on the date of such delivery, or (ii) if mailed by domestic certified or registered mail with postageprepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or assubsequently modified by written notice.15. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware forall purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under thisAgreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shallbe the exclusive and only proper forum for adjudicating such a claim.16. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within asingle section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remainingprovisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement(including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itselfinvalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. 717. Choice of Law. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State ofDelaware, as applied to contracts between Delaware residents, entered into and to be performed entirely within the State of Delaware, without regard to theconflict of laws principles thereof.18. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights ofrecovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable theCompany effectively to bring suit to enforce such rights.19. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writingsigned by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisionshereof (whether or not similar) nor shall such waiver constitute a continuing waiver.20. Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supercedes and merges allprevious written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.21. No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retainedin the employ of the Company or any of its subsidiaries. 8IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SUPERCONDUCTOR TECHNOLOGIES INC.By: Name:Title: AGREED TO AND ACCEPTEDINDEMNITEE: (signature) (name) (address) 9EXHIBIT 21SUBSIDIARIES OF SUPERCONDUCTOR TECHNOLOGIES INC.Conductus, Inc., a Delaware corporationSTI Investments Limited, a British Virgin Islands companySuperconductor Investments (Mauritius) Limited, a Mauritius companyExhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-106594, 333-126121, 333-193008), and onForm S-3 (File No. 333-189006) of Superconductor Technologies Inc. of our report dated March 12, 2015 (which report expresses an unqualified opinion andincludes an explanatory paragraph raising substantial doubt about the Company’s ability to continue as a going concern), relating to the consolidatedfinancial statements and financial statement schedule of Superconductor Technologies Inc. as of December 31, 2014 and 2013, and for each of the three yearsin the period ended December 31, 2014, which report appears in this Annual Report on Form 10-K./s/ Marcum LLPLos Angeles, CAMarch 12, 2015EXHIBIT 31.1Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 byPrincipal Executive Officer and Principal Financial OfficerRegarding Facts and Circumstances Relating to Exchange Act FilingsI, Jeffrey A. Quiram, certify that: 1.I have reviewed this annual report on Form 10-K of Superconductor Technologies Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: March 12, 2015 /s/ Jeffrey A. QuiramJeffrey A. QuiramPresident and Chief Executive OfficerEXHIBIT 31.2Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 byPrincipal Executive Officer and Principal Financial OfficerRegarding Facts and Circumstances Relating to Exchange Act FilingsI, William J. Buchanan, certify that: 1.I have reviewed this annual report on Form 10-K of Superconductor Technologies Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: March 12, 2015 /s/ William J. BuchananWilliam J. BuchananChief Financial Officer (PrincipalAccounting and Financial Officer)EXHIBIT 32.1Statement Pursuant to Section 906 the Sarbanes-Oxley Act of 2002ByPrincipal Executive Officer and Principal Financial OfficerRegarding Facts and Circumstances Relating to Exchange Act FilingsDated: March 12, 2015I, Jeffrey A. Quiram, Chief Executive Officer of Superconductor Technologies Inc, hereby certify, to my knowledge, that:1. the accompanying Annual Report on Form 10-K of Superconductor Technologies for the annual period ended December 31, 2014 (the “Report”)fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of SuperconductorTechnologies Inc.IN WITNESS WHEREOF, the undersigned has executed this Statement as of the date first written above. /s/ Jeffrey A. QuiramJeffrey A. QuiramPresident and Chief Executive OfficerEXHIBIT 32.2Statement Pursuant to Section 906 the Sarbanes-Oxley Act of 2002ByPrincipal Executive Officer and Principal Financial OfficerRegarding Facts and Circumstances Relating to Exchange Act FilingsDated: March 12, 2015I, William J. Buchanan, Chief Financial Officer of Superconductor Technologies Inc, hereby certify, to my knowledge, that:1. the accompanying Annual Report on Form 10-K of Superconductor Technologies for the annual period ended December 31, 2014 (the “Report”)fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of SuperconductorTechnologies Inc. /s/ William J. BuchananWilliam J. BuchananChief Financial Officer (Principal Financial andAccounting and Officer)

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