UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
   
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 29, 2007
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
Commission File Number 0-21074
SUPERCONDUCTOR TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
   
Delaware
77-0158076
(State or other jurisdiction of
(IRS Employer
incorporation or organization) 77-0158076
(IRS Employer
Identification No.)
460 Ward Drive,
Santa Barbara, California 93111-2356

(Address of principal executive offices & zip code)
(805) 690-4500
(Registrant’s telephone number including area code)
     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ Noo
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filero           Accelerated Filero           Non-Accelerated Filerþ
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso or Noþ
     The registrant had 12,483,367 shares of the common stock outstanding as of the close of business on MayOctober 1, 2007.
 
 


 

SUPERCONDUCTOR TECHNOLOGIES INC.
INDEX TO FORM 10-Q
Three Months Ended March 31,September 29, 2007
     
  1
 
  1 
     
    
    
  2 
  3 
  4 
  5 
  1615 
  2321 
  2321 
     
    
  2322 
  2422 
  2422 
  2422 
  2422 
  24
22 
  2723 
 EXHIBIT 10.1
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1
 EXHIBIT 32.2
 i

i


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
     This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” “would,” “may” or other similar expressions in this Report. Our forward-looking statements relate to future events or our future performance and include, but are not limited to, statements concerning our business strategy, future commercial revenues, market growth, capital requirements, new product introductions, expansion plans and the adequacy of our funding. Other statements contained in this report that are not historical facts are also forward-looking statements.
We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. We caution investors that any forward-looking statements presented in this Report, or which we may make orally or in writing from time to time, are based on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends.
     Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include the following: limited assets and a history of losses; needs for additional capital; limited number of potential customers; limited number of suppliers for some of our components; no significant backlog from quarter to quarter; our market is characterized bysignificant fluctuations in product demand from quarter to quarter; and rapidly advancing technology. For further discussion of these and other factors see Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A.” Risk Factors” in this Report and in our 2006 Annual Report onForm 10-K.
     This Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Report .Report.
WHERE YOU CAN FIND MORE INFORMATION
          As a public company, we are required to file annual,annually, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any of our materials on file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549, as well as at the SEC’s regional office at 5757 Wilshire Boulevard, Suite 500, Los Angeles, California 90036. Our filings are available to the public over the Internet at the SEC’s website at http:\\.www.sec.gov.//www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. We also provide copies of our Forms 8-K, 10-K, 10-Q, Proxy and Annual Report at no charge to investors upon request and make electronic copies of our most recently filed reports available through our website at www.suptech.com as soon as reasonably practicable after filing such material with the SEC.

1


PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
SUPERCONDUCTOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)
                
         Three Months Ended Nine Months Ended 
 Three Months Ended  September 30, September 29, September 30, September 29, 
 April 1, 2006 March 31, 2007  2006 2007 2006 2007 
Net revenues:  
Commercial product revenues $4,490,000 $3,534,000 
Net commercial product revenues $4,897,000 $2,277,000 $13,319,000 $9,463,000 
Government and other contract revenues 342,000 649,000  1,002,000 1,844,000 2,432,000 3,525,000 
Sub license royalties 8,000   11,000  20,000  
              
  
Total net revenues 4,840,000 4,183,000  5,910,000 4,121,000 15,771,000 12,988,000 
  
Costs and expenses:  
Cost of commercial product revenues 3,858,000 3,902,000  4,220,000 2,697,000 11,736,000 9,827,000 
Contract research and development 304,000 445,000  651,000 963,000 1,658,000 2,019,000 
Other research and development 1,301,000 913,000  767,000 528,000 2,698,000 2,251,000 
Selling, general and administrative 2,717,000 1,901,000  2,436,000 1,973,000 7,831,000 5,916,000 
Goodwill impairment charge   20,107,000  
              
  
Total costs and expenses 8,180,000 7,161,000  8,074,000 6,161,000 44,030,000 20,013,000 
              
  
Loss from operations  (3,340,000)  (2,978,000)  (2,164,000)  (2,040,000)  (28,259,000)  (7,025,000)
  
Interest income 127,000 52,000  83,000 28,000 317,000 115,000 
Interest expense  (13,000)  (11,000)  (11,000)  (9,000)  (35,000)  (30,000)
              
  
Net loss $(3,226,000) $(2,937,000) $(2,092,000) $(2,021,000) $(27,977,000) $(6,940,000)
              
  
Basic and diluted loss per common share $(0.26) $(0.24) $(0.17) $(0.16) $(2.24) $(0.56)
              
  
Weighted average number of common shares outstanding 12,483,367 12,483,367  12,483,367 12,483,367 12,483,367 12,483,367 
              
See accompanying notes to the unaudited interim condensed consolidated financial statements

2


SUPERCONDUCTOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
                
 December 31, March 31,  December 31, September 29, 
 2006 2007  2006 2007 
 (See Note) (Unaudited)  (See Note) (Unaudited) 
ASSETS
  
Current Assets:
  
Cash and cash equivalents $5,487,000 $3,149,000  $5,487,000 $2,462,000 
Accounts receivable, net 1,535,000 1,975,000  1,535,000 1,918,000 
Inventory, net 5,978,000 4,596,000  5,978,000 3,863,000 
Prepaid expenses and other current assets 507,000 912,000  507,000 520,000 
          
Total Current Assets
 13,507,000 10,632,000  13,507,000 8,763,000 
  
Property and equipment, net of accumulated depreciation of $18,599,000 and $19,134,000, respectively 5,770,000 5,263,000 
Patents, licenses and purchased technology, net of accumulated amortization of $1,391,000 and$1,473,000, respectively
 2,405,000 2,359,000 
Property and equipment, net of accumulated depreciation of $18,599,000 and $18,755,000 respectively 5,770,000 4,336,000 
Patents, licenses and purchased technology, net of accumulated amortization of $1,391,000 and $1,625,000, respectively 2,405,000 2,305,000 
Other assets 222,000 216,000  222,000 210,000 
          
Total Assets
 $21,904,000 $18,470,000  $21,904,000 $15,614,000 
          
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
Current Liabilities:
  
Accounts payable $1,725,000 $1,383,000  $1,725,000 $1,595,000 
Accrued expenses 1,610,000 1,385,000  1,610,000 1,109,000 
Current portion of capitalized lease obligations and long term debt 14,000 9,000 
Shares to be issued 1,000,000 
Current portion of lease obligations and long term debt 14,000 15,000 
          
Total Current Liabilities
 3,349,000 2,777,000  3,349,000 3,719,000 
  
Other long term liabilities 604,000 589,000  604,000 599,000 
          
Total Liabilities
 3,953,000 3,366,000  3,953,000 4,318,000 
  
Commitments and contingencies-Notes 8 and 9
 
Commitments and contingencies-Notes 6 and 7
 
  
Stockholders’ Equity:
  
Preferred stock, $.001 par value, 2,000,000 shares authorized, none issued and outstanding      
Common stock, $.001 par value, 250,000,000 shares authorized, 12,483,367 shares issued and outstanding 12,000 12,000  12,000 12,000 
Capital in excess of par value 208,825,000 208,915,000  208,825,000 209,083,000 
Notes receivable from stockholder net  (27,000)  (27,000)  (27,000)  
Accumulated deficit  (190,859,000)  (193,796,000)  (190,859,000)  (197,799,000)
          
Total Stockholders’ Equity
 17,951,000 15,104,000  17,951,000 11,296,000 
          
  
Total Liabilities and Stockholders’ Equity
 $21,904,000 $18,470,000  $21,904,000 $15,614,000 
          
See accompanying notes to the unaudited interim condensed consolidated financial statements
Note-December 31, 2006 balances were derived from audited financial statements

3


SUPERCONDUCTOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
        
         Nine Months Ended 
 Three Months Ended  September 30, September 29, 
 April 1, 2006 March 31, 2007  2006 2007 
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net loss
 $(3,226,000) $(2,937,000) $(27,977,000) $(6,940,000)
Adjustments to reconcile net loss to net cash used in operating activities:  
Depreciation and amortization 713,000 617,000  1,982,000 1,748,000 
Non-cash impairment charge 20,107,000  
Warrants-Options 51,000 90,000  183,000 258,000 
Provision for excess and obsolete inventories 90,000 90,000  270,000 160,000 
Reserve for impairment of note and interest receivable from Stockholder 43,000  (583,000)
Changes in assets and liabilities:  
Accounts receivable 631,000  (440,000)  (388,000)  (383,000)
Inventory  (1,658,000) 1,292,000   (1,374,000) 1,955,000 
Prepaid expenses and other current assets 152,000  (405,000) 122,000 597,000 
Patents, licenses and purchased technology  (13,000)  (36,000)  (148,000)  (148,000)
Other assets 38,000 6,000  137,000 12,000 
Accounts payable, accrued expenses and other long- term liabilities  (339,000)  (583,000)  (336,000)  (622,000)
          
Net cash used in operating activities  (3,561,000)  (2,306,000)  (7,379,000)  (3,946,000)
  
CASH FLOWS FROM INVESTING ACTIVITIES:  
Proceeds from the sale of property and equipment  26,000 
Shares to be Issued 1,000,000 
Purchases of property and equipment  (159,000)  (45,000)  (211,000)  (91,000)
Proceeds from sale of PP&E 18,000 
          
Net cash used in investing activities  (159,000)  (27,000)  (211,000) 935,000 
  
CASH FLOWS FROM FINANCING ACTIVITIES:  
Payments on long-term obligations  (4,000)  (5,000)  (14,000)  (14,000)
          
Net cash used in financing activities  (4,000)  (5,000)  (14,000)  (14,000)
          
  
Net decrease in cash and cash equivalents  (3,724,000)  (2,338,000)  (7,604,000)  (3,025,000)
Cash and cash equivalents at beginning of period 13,018,000 5,487,000  13,018,000 5,487,000 
          
Cash and cash equivalents at end of period $9,294,000 $3,149,000  $5,414,000 $2,462,000 
          
See accompanying notes to the unaudited interim condensed consolidated financial statements.

4


SUPERCONDUCTOR TECHNOLOGIES INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General
     Superconductor Technologies Inc. (the “Company”) was incorporated in Delaware on May 11, 1987 and maintains its headquarters in Santa Barbara, California. The Company operatesWe operate in a single industry segment, the research, development, manufacture and marketing of high-performance infrastructure products for wireless voice and data applications. The Company’sOur commercial products are divided into three product offerings: SuperLink (high-temperature superconducting filters), AmpLink (high performance, ground-mounted amplifiers) and SuperPlex (high performance multiplexers). The Company’sOur research and development contracts are used as a source of funds for itsour commercial technology development. From 1987 to 1997, the Company waswe were engaged primarily in research and development and generated revenues primarily from government research contracts.
     The Company continuesWe continue to be involved as either contractor or subcontractor on a number of contracts with the United States government. These contracts have been and continue to provide us a significant source of revenues for the Company.revenues. For the threenine months ended March 31,September 29, 2007 and April 1,September 30, 2006, government related contracts account for 16%27% and 7%15%, respectively, of the Company’sour net revenues.
     The unaudited consolidated financial information furnished herein has been prepared in accordance with generally accepted accounting principles and reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary for a fair statement of the results of operations for the periods presented.
     The preparation of financial statements in conformity with generally accepted accounting principles requires managementus to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates and such differences may be material to the financial statements. This quarterly report on Form 10-Q should be read in conjunction with the Company’sour Form 10-K for the year ended December 31, 2006. The results of operations for the three and nine months ended March 31,September 29, 2007 are not necessarily indicative of results for the entire fiscal year ending December 31, 2007.
2. Summary of Significant Accounting Policies
Basis of Presentation
     In 2006, the Companyfirst nine months of 2007, we incurred a net loss of $29,624,000$6.9 million and negative cash flows from operations of $7,283,000.$3.9 million. In the first quarter of 2007, the Company2006, we incurred a net loss of $2,937,000$28.3 million and negative cash flows from operations of $2,306,000.$7.4 million.
     Our principal sources of liquidity consist of existing cash balances and funds expected to be generated from future operations. Based on our current forecasts, our cash resources may not be sufficient to fund our planned operations for the remainder of 2007. We believe one of the key factors to our liquidity in the remainder of 2007 will be our ability to successfully execute on our plans to increase sales levels in a highly concentrated industry where we experience significant fluctuations in sales from quarter to quarter. Our cash requirements will also depend on numerous other variable factors, including the rate of growth of sales, the timing and levels of products purchased, payment terms and credit limits from manufacturers, and the timing and level of accounts receivable collections. As a result of the uncertainty of these many factors, the Company cannot give assurances that it will be able to continue operations in the absence of raising additional capital. Accordingly, the Company intends to raise funds in the next six months to continue operations in the absence of an improvement in its sales.
     We cannot assure you that additional financing (public or private) will be available on acceptable terms or at all. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of common stock. If we cannot raise any needed funds, we might be forced to make further substantial reductions in our operating expenses, which could adversely affect our ability to implement our current business plan and our viability as a company.
     The Company’sOur financial statements have been prepared assuming that itwe will continue as a going concern. The factors described above raise substantial doubt about itsour ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty. Our plans include the raising of additional capital. See below.
     On August 17, 2007, we entered into an agreement with Hunchun BaoLi Communication Co. Ltd. (“BAOLI”) under which BAOLI has agreed to purchase 9,216,590 shares of STI’s common stock for $15.0 million. On November 9, 2007, we revised the terms of the transaction. As revised the transaction will involve the issuance of only 2,148,296 shares of common stock, with BAOLI receiving the remainder of its investment in non voting preferred stock with essentially the same economics as, and convertible into, 7,068,290 shares of common stock. Under the amended agreement, BAOLI can only convert shares of the preferred stock if it will not result in BAOLI holding more than 9.9% of our outstanding stock. In addition, we agreed to register BAOLI’s common stock under the Securities Act of 1993 in June, 2008. The preferred stock and the common stock issuable on conversion of that preferred stock will not be registered. The investment is scheduled to be made in several installments through the end of 2007; as of September 29, 2007 we had received $1.0 million. None of the

5


shares will be issued until the full amount is received.
Principles of Consolidation
     The interim condensed consolidated financial statements include the accounts of Superconductor Technologies Inc. and itsour wholly owned subsidiaries. All significant intercompany transactions have been eliminated from the consolidated financial statements.
Cash and Cash Equivalents
     Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Cash and cash equivalents are maintained with quality financial institutions and from time to time exceed FDIC limits.
Accounts Receivable
     The Company sellsWe sell predominantly to entities in the wireless communications industry and to entities of the United States government. The Company grantsGovernment. We grant uncollateralized credit to itsour customers. The Company performsWe perform ongoing credit evaluations of itsour customers before granting credit. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. The Company determinesWe determine the allowance based on historical write-off experience. Past due balances are reviewed for collectibility.collectability. Accounts balances are charged off against the allowance when the Company deemswe deem it is probable the receivable will not be recovered. The Company doesWe do not have any off balance sheet credit exposure related to itsour customers.
Revenue Recognition
     Commercial revenues are principally derived from the sale of the Company’sour SuperLink, AmpLink, and SuperPlex products and are recognized once all of the following conditions have been met: a) an authorized purchase order has been received in writing, b) customer‘s credit worthiness has been established, c) shipment of the product has occurred, d) title has transferred, and e) if stipulated by the contract, customer acceptance has occurred and all significant vendor obligations, if any, have been satisfied.
     Contract revenues are principally generated under research and development contracts. Contract revenues are recognized utilizing the percentage-of-completion method measured by the relationship of costs incurred to total estimated contract costs. If the current contract estimate were to indicate a loss, utilizing the funded amount of the contract, a provision would be made for the total anticipated loss. Revenues from research related activities are derived primarily from contracts with agencies of the United States Government. Credit risk related to accounts receivable arising from such contracts is considered minimal. These contracts include cost-plus, fixed price and cost sharing arrangements and are generally short-term in nature.
     All payments to the Companyus for work performed on contracts with agencies of the U.S. Government are subject to adjustment upon audit by the Defense Contract Audit Agency. Based on historical experience and review of current projects in process, management believeswe believe that the audits will not have a significant effect on theour financial position, results of operations or cash flows of the Company.flows. The Defense Contract Audit Agency has completed audits of the Companyus through 2003.
Warranties
     The Company offersWe offer warranties generally ranging from one to five years, depending on the product and negotiated terms of purchase agreements with itsour customers. Such warranties may require the Companyus to repair or replace defective product returned to the Companyus during such warranty period at no cost to the customer. An estimate by the Companyus for warranty related costs is recorded by the Companyus at the time of sale based on itsour actual historical product return rates and expected repair costs. Such costs have been within management’sour expectations. See “Use of Estimates”in this note.
Guarantees
     In connection with the sales and manufacturing of itsour commercial products, the Company indemnifies,we indemnify, without limit or term, itsour customers and contract manufacturers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to itsour products or other claims arising from itsour products. The CompanyWe cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under itsour guarantees because of the uncertainty as to whether a

6


claim might arise and how much it might total. Historically, the Company haswe have not incurred any expenses related to these guarantees.

6


Research and Development Costs
     Research and development costs are expensed as incurred and include salary, facility, depreciation and material expenses. Research and development costs incurred solely in connection with research and development contracts are charged to contract research and development expense. Other research and development costs are charged to other research and development expense.
Inventories
     Inventories are stated at the lower of cost or market, with costs primarily determined using standard costs, which approximate actual costs utilizing the first-in, first-out method. Provision for potentially obsolete or slow moving inventory is made based on management’sour analysis of inventory levels and sales forecasts. Costs associated with idle capacity are expensed immediately.
Property and Equipment
     Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over their estimated useful lives ranging from three to five years. Leasehold improvements and assets financed under capital leases are amortized over the shorter of their useful lives or the lease term. Furniture and fixtures are depreciated over seven years. Expenditures for additions and major improvements are capitalized. Expenditures for minor tooling, repairs and maintenance and minor improvements are charged to expense as incurred. When property or equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts. Gains or losses from retirements and disposals are recorded in selling, general and administration expenses. For the most recent quarter and year to date, we disposed of $1.3 million of older, fully depreciated equipment. There was no gain or loss on said disposition.
Patents, Licenses and Purchased Technology
     Patents and licenses are recorded at cost and are amortized using the straight-line method over the shorter of their estimated useful lives or approximately seventeen years. Purchased technology acquired through the acquisition of Conductus, Inc. is recorded at itsour estimated fair value and is amortized using the straight-line method over seven years.
Goodwill
     Goodwill represented the excess of purchase price over fair value of net assets acquired in connection with the acquisition of Conductus in December 2002. Conductus was acquired primarily for the synergies the acquisition would bring to our existing business of developing, manufacturing and marketing products for the commercial wireless telecommunications business and for the synergies it would have on the Company’s fund raising abilities.
     As of July 1, 2006 we concluded that the Company’s fair market value was less than its net assets excluding goodwill. Accordingly, we recorded a full write-down of the goodwill ($20.1 million) in the second quarter 2006. The Company’s balance sheet includes no goodwill at March 31, 2007.
Long-Lived Assets
     The realizability of long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer be used in business are written off in the period identified since they will no longer generate any positive cash flows for the Company.us. Periodically, long livedlong-lived assets that will continue to be used by the Company areus need to be evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets will be written down to their estimated fair value. The CompanyWe completed such an analysis during fiscalthe fourth quarter of 2006 and determined that no write down was necessary.
Restructuring Expenses
     Liability for costs associated with an exit or disposal activity are recognized when the liability is incurred.

7


Loss Contingencies
     In the normal course of business, the Company iswe are subject to claims and litigation, including allegations of patent infringement. Liabilities relating to these claims are recorded when it is determined that a loss is probable and the amount of the loss can be reasonably estimated. The costs of defending the Companydefense in such matters are expensed as incurred. Insurance proceeds recoverable are recorded when deemed probable.
Income Taxes
     In July 2006, the FASB issued Interpretation (“FIN”) No. 48,Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109(“FIN 48”). FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with SFAS 109. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. The CompanyWe adopted FIN 48 effective January 1, 2007, and the provisions of FIN 48 will behave been applied to all income tax positions commencing from that date. There was no material impact from this adoption. As of December 31, 2006, we had net operating loss carryforwards for federal and state

7


income tax purposes of approximately $275.1 million and $143.4 million, respectively. We are currently evaluating the potential limitations on our ability to utilize our net operating loss carryforwards as a result of our recent financing transaction with BAOLI. Due to the uncertainty surrounding their realization, we have recorded a full valuation allowance against our net deferred tax assets. Accordingly, no deferred tax asset has been recorded in the accompanying balance sheet.
Marketing Costs
     All costs related to marketing and advertising the Company’sour products are expensed as incurred or at the time the advertising takes place. Advertising costs were not material in each of the quartersthree and nine month periods ended March 31,September 29, 2007 and April 1, 2006 .September 30, 2006.
Net Loss Perper Share
     Basic and diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding in each period. Potentially dilutive shares are not included in the calculation of diluted loss per share because their effect is anti-dilutive.
Stock-based Compensation
     Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123(revised123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”). Under this provision, the share-based compensation cost recognized beginning January 1, 2006 includes compensation cost for (i) all share-based payments granted prior to, but not vested as of January 1, 2006, based on the grant date fair value originally estimated in accordance with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS No. 123”)and (ii) all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R). Compensation cost under SFAS No. 123(R) is recognized ratably using the straight-line attribution method over the expected vesting period. Prior periods are not restated under this transition method.
     For the quartersthree and nine months ended April 1,September 29, 2007 and September 30, 2006 and March 31, 2007 the weighted average fair value hasvalues have been estimated at the date of the grant using the Black-Scholes option-pricing model. The following are the significant weighted average assumptions used for estimating the fair value under our stock option plans:
                
         Three months ended Nine months ended 
 Three Months Ended  September 30, September 29, September 30, September 29, 
 April 1, 2006 March 31, 2007  2006 2007 2006 2007 
Expected life in years  4.0   4.0  4.0 4.0 4.0 4.0 
Risk free interest rate  4.3%  4.8%  4.88%  4.68%  4.82%  4.70%
Expected volatility  95%  95%  95%  95%  95%  95%
Dividend yield  0%  0%  0%  0%  0%  0%
     The expected life was based on the contractual term of the options and the expectedhistorical employee exercise behavior. Typically, options to our employees have a 4 year vesting term and a 10 year contractual term. The risk-free interest rate 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 volatility is based on our 4 year historical volatility. The CompanyWe used an expected dividend yield of 0% because the Companywe has never paid a dividend and doesdo not anticipate paying dividends. The CompanyWe assumed a 10% forfeiture rate based on historical stock option cancellation rates over the last 4 years.

8


Use of Estimates
     The preparation of financial statements in conformity with generally accepted accounting principles requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant estimates in the preparation of the financial statements relate to the assessment of the carrying amount of accounts receivable, inventory, intangibles, goodwill, estimated provisions for warranty costs, accruals for restructuring and lease abandonment costs, income taxes and litigation. Actual results could differ from those estimates and such differences may be material to the financial statements. For the quarter and year to date, we reversed none and $319,000, respectively, of product line exit cost accruals. This accrual was established in 2002 in the amount of $1,042,000 and represented the estimated costs to be incurred with a customer to support commercial product units previously purchased from Conductus for a period of five years.
Fair Value of Financial Instruments
     The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The Company estimatesWe estimate that the carrying amount of the debt

8


approximates fair value based on the Company’sour current incremental borrowing rates for similar types of borrowing arrangements.
Comprehensive Income (Loss)
     The Company hasWe have no items of other comprehensive income (loss) in any period other than itsour net loss.
Segment Information
     The Company operatesWe operate in a single business segment, the research, development, manufacture and marketing of high performance products used in cellular base stations to maximize the performance of wireless telecommunications networks by improving the quality of uplink signals from mobile wireless devices. Net commercial product revenues are primarily derived from the sales of the Company’sour SuperLink, AmpLink and SuperPlex products. We currently sell most of our productsproduct directly to wireless network operators in the United States. Net revenues derived principally from government research and development contracts are presented separately on the statement of operations for all periods presented.
Certain Risks and Uncertainties
     The Company hasWe have continued to incur operating losses. The Company’sOur long-term prospects and execution of itsour business plan are dependent upon the continued and increased market acceptance for the product.our products.
     The CompanyWe currently sellssell most of itsour products directly to wireless network operators in the United States and itsour product sales have historically been concentrated in a small number of customers. In the nine months ended September 29, 2007, we had two customers that represented 56% of total net revenues. At September 29, 2007, these customers represented 42% of accounts receivable. In 2006, the Companywe had three customers that represented 44%, 20% and 16% of total net revenues. At December 31, 2006, these three customers together represented 66% of accounts receivable. In the three months ended March 31, 2007, the Company had one customer that represented 70% of total net revenues. At March 31, 2007, this customer represented 73% of accounts receivable. The loss of or reduction in sales, or the inability to collect outstanding accounts receivable, from any of these customers could have a material adverse effect on the Company’sour business, financial condition, results of operations and cash flows.
     The CompanyWe currently reliesrely on one supplier for purchases of high quality substrates for growth of high-temperature superconductor films and a limited number of suppliers for other key components of itsour products. The loss of any of these suppliers could have a material adverse effect on the Company’sour business, financial condition, results of operations and cash flows.

9


     In connection with the sales of itsour commercial products, the Company indemnifies,we indemnify, without limit or term, itsour customers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to itsour products or other claims arising from itsour products. The CompanyWe cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under its guaranteeour indemnity because of the uncertainty as to whether a claim might arise and how much it might total.
Recent Accounting Pronouncements
     In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements.  The Statement applies whenever other statements require or permit assets or liabilities to be measured at fair value.  SFAS 157 is effective for fiscal years beginning after November 15, 2007.  We are currently evaluating the impact this Statement will have on our consolidated financial statements.
     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115” (“SFAS 159”).  SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We are currently evaluating the impact this Statement will have on our consolidated financial statements.
3. Short Term Borrowings
     The Company hasWe have a line of credit with a bank. The line of credit was renewed in July 2007 for a term of one year. The line of credit expires JuneJuly 15, 20072008 and is structured as a sale of accounts receivable. The agreement provides for the sale of up to $5 million of eligible accounts receivable, with advances to the Companyus totaling 80% of the receivables sold. Advances under the agreement are collateralized by all the Company’sour assets. Under the terms of the agreement, the Company continueswe continue to service the sold receivables and isare subject to

9


recourse provisions. Advances bear interest at the prime rate (8.25%(7.75% at March 31,September 29, 2007) plus 2.50% subject to a minimum monthly charge. There was no amount outstanding under this borrowing facility at March 31,September 29, 2007.
     The agreement relating to this line of credit contains representations and warranties, affirmative and negative covenants and events of default customary for financings of this type. The failure to comply with these provisions, or the occurrence of any one of the events of default, would prevent any further borrowings and would generally require the repayment of any outstanding borrowings. Such representations, warranties and events of default include (a) non-payment of debt and interest thereunder,hereunder, (b) non-compliance with terms of the agreement covenants, (c) insolvency or bankruptcy, (d) material adverse change, (e) merger or consolidation where the Company’sour shareholders do not hold a majority of the voting rights of the surviving entity, (f) transactions outside the normal course of business, or (g) payment of dividends.
4. Notes Receivable From Stockholder
     Mr. Shalvoy, a former director and stockholder, executed two notes aggregating $820,244 in principal in connection with the exercise in December 2000 of two options to purchase Conductus, Inc. common stock prior to our acquisition of Conductus, Inc. in December 2002. Through the third quarter of 2005, we carried both notes as assets on our balance sheet. In the fourth quarter of 2005 to collect both notes, we filed a lawsuit against Mr. Shalvoy and recorded a reserve for the value of the notes (principal plus accrued interest) in excess of the market value of the collateral securing the notes. On March 2, 2007, we entered into a Settlement Agreement and Mutual Release of All Claims with Mr. Shalvoy to settle the lawsuit, under which we received $610,000 in April 2007 and rescinded Mr. Shalvoy’s second purported option exercise including cancellation of the related note.
5. Stockholders’ Equity
     The Company implemented a one (1) for ten (10) reverse split of its common stock effective as of the open of business on March 13, 2006. In the reverse split, each ten shares of issued and outstanding common stock were converted automatically into one share of common stock. No fractional shares were issued in connection with the reverse stock split, and the Company paid cash in lieu of fractional shares based on a post-split value of $4.00 per share. The number of outstanding shares of common

10


stock was reduced from approximately 124.8 million as of February 28, 2006 to approximately 12.5 million shares immediately after the split. The reverse split also had a proportionate affect on all stock options and warrants outstanding as of March 13, 2006. The Company accounted for the split by transferring approximately $113,000 from common stock par value to capital in excess of par value at December 31, 2005. All share quantities and per share amounts in this report have been adjusted accordingly.
Stock Options
     We currently have one active stock option plan, the 2003 Equity Incentive Plan. Under the 2003 Equity Incentive Plan, stock awards may consist of stock options, stock appreciation rights, restricted stock awards, performance awards, and performance share awards. Stock awards may be made to directors,our key employees, consultants, and non-employee directors of the Company.directors. Stock options granted under these plans must be granted at prices no less than 100% of the market value on the date of grant. Generally, stock options become exercisable in installments over a minimum of four years, beginning one year after the date of grant, and expire not more than ten years from the date of grant, with the exception of 10% or greater stockholders which may have options granted at prices no less than the market value on the date of grant, and expire not more than five years from the date of grant. The Company expectsWe expect to issue new shares to cover stock option exercises and hashave no plans to repurchase shares. There were no stock option exercises in 2006 or in the threenine months ended March 31,September 29, 2007.
     As a result of adopting SFAS 123R, the impact to the Consolidated Statement of Operations for the quarterthree months ended March 31,September 29, 2007 and April 1,September 30, 2006 was (i) $25,000 and $45,000 on net income was $34,000 and $0.003(ii) zero and zero on both basic and diluted earnings per share, respectively, and $51,000for the nine months ended September 29, 2007 and $0.004September 30, 2006 was (ii) $90,000 and $145,000 on net income and (ii) $0.01 and $0.01 on both basic and diluted earnings per share, respectively. No stock compensation cost was capitalized during either period. The weighted-average fair value at the grant date for options issued in the first quarternine months of 2007 was $1.30$1.12 per share versus $3.48$3.47 per share in the first quarternine months of 2006. The total compensation cost related to non-vested awards not yet recognized is $190,000$163,000 and the weighted-average period over which the cost is expected to be recognized is 1.31.4 years in the first quarternine months of 2007 versus $167,000$296,000 and 1.21.4 years in the first quarternine months of 2006.
     The following is a summary of stock option transactions under the Company’sour stock option plans at March 31,September 29, 2007:
                                       
 Weighted Weighted Weighted Weighted
 Average Number of Average Average Number of Average
 Number of Exercise Options Exercise Number of Exercise Options Exercise
 Shares Price Per Share Price Exercisable Price Shares Price Per Share Price Exercisable Price
Balance at December 31, 2006 1,154,941 $1.43 - $493.75 $38.33 1,067,296 $41.13  1,154,941 $1.43-$493.75 $38.33 1,067,296 $41.13 
Granted 5,300 $1.79 - $    2.11 $1.88  35,300 $1.58-$2.11 $1.63 
Exercised        
Canceled  (13,385) $8.00 - $272.90 $39.94   (364,188) $8.00-$471.25 $37.26 
      
Balance at March 31, 2007 1,146,856 $1.43 - $493.75 $38.15 1,057,618 $41.03 
Balance at September 29, 2007 826,053 $1.43-$493.75 $37.17 741,127 $41.12 
      
     The outstanding options expire by the end of JanuaryJuly 2017. The weighted-average contractual term of options outstanding is 6.05.6 years and the weighted-average contractual term of stock options currently exercisable is slightly less than 65.6 years. The exercise prices for these options range from $1.43 to $493.75 per share, for an aggregate exercise price of approximately $43.7$30.7 million. At March 31,September 29, 2007, only 3,200354,300 shares, with an intrinsic value of $562,$459,000, of outstanding stock options had an exercise price less than the current market value. NoneAt September 29, 2007, 271,000 of these shares were exercisable.exercisable, with an intrinsic value of $118,000.
     In July 2007, certain of our employees and directors voluntarily surrendered options to purchase 307,374 shares with an average exercise price of $38.95 per share. These options are included in the year to date options canceled. Because all of these options had been previously expensed, there was no additional expense as a result of this surrender.

10


Restricted Stock Awards
     In July 2006, the Company,we issued restricted stock awards for the first time, issued restricted stock awards.time. A total of 331,000 shares were granted and will fully vest in one single installment on the second anniversary of the grant date in July 2008. The per share weighted average grant-date fair value was $1.50. A 10% forfeiture rate was assumed. At September 29, 2007, 318,000 of these shares were outstanding.
     The impact to the Consolidated Statement of Operations for the quarterthree and nine months ended March 31,September 29, 2007 was an expense of $56,000 and $0.004$168,000 and zero and $0.01 on both basic and diluted earnings per share. No stock compensation cost was capitalized during the period. The total compensation cost related to non-vested awards not yet recognized is $298,000$186,000 and the weighted-average period over which the cost is expected to be recognized is 1.3 years.10 months. For the three and nine months ended September 30, 2006 the expense was $37,000 and zero on both basic and diluted earnings per share.

11


Warrants
     The following is a summary of our outstanding warrants at March 31,September 29, 2007:
           
  Common Shares
  Total and Price  
  Currently per  
  Exercisable Share Expiration Date
Warrants related to the issuance of common stock  140,658   11.90  December 17, 2007*
   116,279   29.00  June 24, 2008*
   342,466   11.10  August 16, 2010
Warrants related to April 2004 Bridge Loans  69,549   13.30  April 28, 2011* **
   10,000   18.50  April 28, 2011*
Warrants assumed in connection with the Conductus,  109,500   45.83  September 27, 2007
Inc. acquisition  600   312.50  September 1, 2007
           
Total  789,052       
           
             
  Common Shares
  Total and Price  
  Currently per  
  Exercisable Share Expiration Date
Warrants related to issuance of common stock            
   140,658  $11.90  December 17, 2007*
   116,279   29.00  June 24, 2008*
   342,466   7.08  August 16, 2010* **
Warrants related to April 2004 Bridge Loans  110,880   8.34  April 28, 2011* **
   10,000   18.50  April 28, 2011*
             
Total  720,283         
             
 
* The terms of these warrants contain net exercise provisions, wherein instead of a cash exercise holdersunder which (holders can elect to receive common stock equal to the difference between the exercise price and the average closing sale price for common shares over 10-30up to 30 days immediately preceding the exercise date.
 
** The terms of theseThese warrants contain anti-dilution adjustment provisions.provisions relating to the price of future stock issuances.
6. Legal Proceedings
Settlement of Litigation
     We filed a lawsuit in the California Superior Court (Case No. 1186812) against Mr. Shalvoy, a former director and stockholder, in the fourth quarter of 2005 to collect amounts due under two notes aggregating $820,244 in principal in connection with the exercise in December 2000 of two options to purchase Conductus, Inc. common stock prior to our acquisition of Conductus, Inc. in December 2002. On March 2, 2007, we entered into a Settlement Agreement and Mutual Release of All Claims with Mr. Shalvoy to settle the lawsuit, under which we received $610,000 in April 2007 and rescinded Mr. Shalvoy’s second purported option exercise including cancellation of the related note.
7.5. Earnings Per Share
     The computation of per share amounts for the three month periods ended April 1,September 30, 2006 and March 31,September 29, 2007 is based on the average number of common shares outstanding for the period. Options, stock awards and warrants to purchase 2,026,7762,335,318 and 1,935,9081,864,336 shares of common stock during the three and nine month periods ended April 1,September 30, 2006 and March 31,September 29, 2007, respectively, were not considered in the computation of diluted earnings per share because their inclusion would be anti-dilutive.
8.6. Commitments and Contingencies
Operating Leases
     The Company leases itsWe lease our offices and production facilities under non-cancelable operating leases that expire at various times over the next six years. Generally, these leases contain escalation clauses for increases in annual renewal options and require the Companyus to pay utilities, insurance, taxes and other operating expenses.
     ForRent expense totaled $275,000 and $823,000 for the three monthsand nine month periods ended April 1,September 29, 2007, and $297,000 and $870,000 for the three and nine month periods ended September 30, 2006, and March 31, 2007, rent expense was $291,000 and $273,000, respectively.
Capital Leases
     The CompanyWe had no capital leases certain propertyat September 29, 2007 and equipment under a$15,000 in capital lease arrangement that expires in 2007. The lease bears interestleases at 14.95%.December 31, 2006.

11


Patents and Licenses
     The Company hasWe have entered into various licensing agreements requiring royalty payments ranging from 0.13% to 2.5% of specified product sales. Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. In the event that the Company failswe fail to pay minimum annual royalties, these licenses may automatically become non-exclusive or be terminated. These royalty obligations terminate in 2009 to 2020. For the three and nine months ended April 1, 2006 and March 31,September 29, 2007, royalty expense totaled $38,000$43,000 and $59,000,$129,000, respectively. For the three and nine months ended September 30, 2006, royalty expense totaled $40,000 and $117,000, respectively. Under the terms of certain royalty agreements,

12


royalty payments made may be subject to audit. There have been no audits to date and the Company doeswe do not expect any possible future audit adjustments to be significant.
     The minimum lease payments under operating and capital leases and license obligations are as follows:
            
 Operating           
Year ending December 31, Licenses Leases Capital Leases  Licenses Operating Leases 
Remainder of 2007 $150,000 $959,000 $9,000  $150,000 $318,000 
2008 150,000 1,304,000   150,000 1,304,000 
2009 150,000 1,349,000   150,000 1,349,000 
2010 150,000 1,396,000   150,000 1,396,000 
  
2011 150,000 1,313,000   150,000 1,313,000 
  
Thereafter 1,200,000    1,200,000  
            
  
Total payments $1,950,000 $6,321,000 9,000  $1,950,000 $5,680,000 
          
 
Less: amount representing interest  
   
 
Present value of minimum lease 9,000 
 
Less current portion  (9,000)
   
 
Long term portion $ 
   
9.7. Contractual Guarantees and Indemnities
     During itsour normal course of business, the Company makeswe make certain contractual guarantees and indemnities pursuant to which the Companywe may be required to make future payments under specific circumstances. The Company hasWe have not recorded any liability for these contractual guarantees and indemnities in the accompanying consolidated financial statements.
Warranties
     The Company establishesWe establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with itsour customers. The Company’sOur warranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including historical warranty return rates and expenses over various warranty periods.
Intellectual Property Indemnities
     The Company indemnifiesWe indemnify certain customers and itsour contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to the Company’sour products. These indemnities appear in development and supply agreements with our customers as well as manufacturing service agreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, the Company iswe are unable to determine the maximum amount of losses that it could incur related to such indemnifications.
Director and Officer Indemnities and Contractual Guarantees
     The Company hasWe have entered into indemnification agreements with itsour directors and executive officers which require the Companyus to indemnify such individuals to the fullest extent permitted by Delaware law. The Company’sOur indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, the Company iswe are unable to determine the maximum amount of losses that itwe could incur relating to such

13


indemnifications. Historically, any amounts payable pursuant to such director and officer indemnifications have not had a material negative effect on the Company’sour business, financial condition or results of operations.
     The Company hasWe have also entered into severance and change in control agreements with certain of itsour executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with the Company.us.

12


General Contractual Indemnities/Products Liability
     In connection with the sales of itsour commercial products, the Company indemnifies,we indemnify, without limit or term, itsour customers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to itsour products or other claims arising from itsour products. The CompanyWe cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under its guaranteeour indemnity because of the uncertainty as to whether a claim might arise and how much it might total.
Short Term Borrowings
     Advances under theour line of credit with the bank are collateralized by all the Company’sour assets. Under the terms of the agreement, the Company continueswe continue to service the sold receivables and isare subject to recourse provisions. Under the terms of the agreement, if the bank determines that there is a material adverse change in the Company’sour business, it may declare a default andthey can exercise all itstheir rights and remedies under the agreement. There was no amount outstanding under this facility at March 31,September 29, 2007.
Contractual Contingency
     The Company hasWe have a contract to deliver several custom products to a government contractor. The Company isWe are unable to manufacture the products for technical reasons. The Company hasWe have discussed the problem with the contractor and itsour government customer. They are considering the problem, and further discussions are expected. The Company doesWe do not believe that a loss, if any, is reasonably estimable at this time and therefore has not recorded any liability relating to this matter. The CompanyWe will periodically reassess itsour potential liability as additional information becomes available. If itwe later determinesdetermine that a loss is probable and the amount reasonably estimable, the Companywe will record a liability for the potential loss. All costs have been expensed and no revenues recognized on this contract.
10.8. Details of Certain Financial Statement Components and Supplemental Disclosures of Cash Flow Information and Non-Cash Activities
Balance Sheet Data:
                
 December 31,    December 31, September 29, 
 2006 March 31, 2007  2006 2007 
Accounts receivable:
  
Accounts receivable-trade $1,117,000 $1,769,000  $1,117,000 $971,000 
U.S. government accounts receivable-billed 493,000 281,000  493,000 1,022,000 
Less: allowance for doubtful accounts  (75,000)  (75,000)  (75,000)  (75,000)
          
 $1,535,000 $1,975,000  $1,535,000 $1,918,000 
          
                
 December 31,    December 31, September 29, 
 2006 March 31, 2007  2006 2007 
Inventories:
  
Raw materials $2,368,000 $1,866,000  $2,368,000 $2,284,000 
Work-in-process 716,000 502,000  716,000 737,000 
Finished goods 4,261,000 3,647,000  4,261,000 2,011,000 
Less inventory reserve  (1,367,000)  (1,419,000)  (1,367,000)  (1,169,000)
          
 $5,978,000 $4,596,000  $5,978,000 $3,863,000 
          
         
  December 31,  September 29, 
  2006  2007 
Property and Equipment:
        
Equipment $17,186,000  $15,952,000 
Leasehold improvements  6,732,000   6,732,000 
Furniture and fixtures  451,000   407,000 
       
   24,369,000   23,091,000 
Less: accumulated depreciation and amortization  (18,599,000)  (18,755,000)
       
  $5,770,000  $4,336,000 
       

1413


         
  December 31,    
  2006  March 31, 2007 
Property and Equipment:
        
Equipment $17,187,000  $17,214,000 
Leasehold improvements  6,732,000   6,732,000 
Furniture and fixtures  451,000   451,000 
       
   24,370,000   24,397,000 
Less: accumulated depreciation and amortization  (18,599,000)  (19,134,000)
       
  $5,771,000  $5,263,000 
       
     At December 31, 2006 and March 31, 2007, equipment includes $237,000 of assets financed under capital lease arrangements, net of $223,000 and $228,000 of accumulated amortization, respectively.amortization. There were no assets under capital lease arrangements at September 29, 2007. Depreciation expense amounted to $632,000$534,000 and $535,000$1,738,000 for the three and nine month periods ended April 1,September 30, 2006 and March 31,$501,000 and $1,548,000 for the three and nine month periods ended September 29, 2007, respectivelyrespectively.
                
 December 31,    December 31, September 29, 
 2006 March 31, 2007  2006 2007 
Patents and Licenses:
  
Patents pending $628,000 $616,000  $628,000 $703,000 
  
Patents issued 899,000 947,000  899,000 972,000 
Less accumulated amortization  (286,000)  (300,000)  (286,000)  (331,000)
          
Net patents issued 613,000 647,000  613,000 641,000 
  
Licenses 563,000 563,000  563,000 563,000 
Less accumulated amortization  (100,000)  (108,000)  (100,000)  (125,000)
          
Net licenses 463,000 455,000  463,000 438,000 
  
Purchased technology 1,706,000 1,706,000  1,706,000 1,706,000 
Less accumulated amortization  (1,005,000)  (1,065,000)  (1,005,000)  (1,183,000)
          
Net purchased technology 701,000 641,000  701,000 523,000 
  
          
  $2,405,000 $2,305,000 
 $2,405,000 2,359,000      
     
     Amortization expense related to these items totaled $81,000$82,000 and $82,000,$244,000 for the three and nine month periods ended April 1,September 30, 2006 and March 31,$82,000 and $248,000 for the three and nine month periods ended September 29, 2007, respectively. Amortization expenses are expected to total $266,000$82,000 for the remainder of 2007, $350,000$220,000 in each of the years 2008 and 2009 and $119,000$96,000 in each of the years 2010 and 2011, respectively.2011.
                
 December 31, March 31, 2007  December 31, September 29, 
 2006  2006 2007 
Accrued Expenses and Other Long Term
  
Liabilities:
  
Salaries Payable $287,000 $164,000  $287,000 $172,000 
Compensated Absences 379,000 420,000  379,000 401,000 
Compensation related 299,000 80,000  299,000 170,000 
 
Warranty reserve 428,000 423,000  428,000 470,000 
Lease abandonment costs 8,000 8,000  8,000  
Product line exit costs 319,000 319,000  319,000  
Deferred Rent 390,000 387,000  390,000 379,000 
Shares to be Issued 1,000,000 
Other 104,000 173,000  104,000 131,000 
          
 2,214,000 1,974,000  2,214,000 2,723,000 
Less current portion  (1,610,000)  (1,385,000)  (1,610,000)  (2,124,000)
          
Long term portion $604,000 $589,000  $604,000 $599,000 
          

14


         
  For the nine months ended, 
  December 31,  September 29, 
  2006  2007 
Warranty Reserve Activity:
        
Beginning balance $491,000  $428,000 
Additions  140,000   75,000 
Deductions  (203,000)  (33,000)
   
Ending balance $428,000  $470,000 
       
         
Lease Abandonment Costs:
        
Beginning balance $225,000  $8,000 
Additions      
Deductions  (217,000)  (8,000)
       
Ending balance $8,000    
       
         
Product Line Exit Costs:
        
Beginning balance $402,000  $319,000 
Additions      
Deductions  (83,000)  (319,000)
       
Ending balance $319,000    
       
         
Severance Costs:
        
Beginning balance $32,000    
Additions  81,000    
Deductions  (113,000)   
       
Ending balance      
       
9. Subsequent Events
New Sales Agreement
     On October 30, 2007, we announced a sales agreement with China Corporate Credit Assurance Co. Ltd. (CCAC) for our SuperLinksolution, thereby establishing a mechanism for us to supply our products to China while the process of forming the BAOLI joint venture proceeds.
New Financing Agreement
     As of November 9, 2007, we had received an aggregate of $4.0 million of the total of $15.0 million due under our financing arrangement with BAOLI. See “Note 2 — Summary of Significant Accounting Practices — Basis of Presentation” as well as “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent developments — New Financing Agreement.Some of the payments have been somewhat delayed from their original schedule by Chinese currency control regulations, but all are expected before the end of 2007. On November 9, 2007, we revised the terms of the transaction. As revised the transaction will involve the issuance of only 2,148,296 shares of common stock, with BAOLI receiving the remainder of its investment in non voting preferred stock with essentially the same economics as, and convertible into, 7,068,290 shares of common stock. Under the amended agreement, BAOLI can only convert shares of the preferred stock if it will not result in BAOLI holding more than 9.9% of our outstanding stock. In addition, we agreed to register BAOLI’s common stock under the Securities Act of 1993 in June, 2008. The preferred stock and the common stock issuable on conversion of that preferred stock will not be registered. This restructuring is not intended to change the substantive economic terms of the transaction.
Results of Shareholder Meeting
     On October 23, 2007, at our annual shareholder meeting, the shareholders approved an increase in the number of shares authorized to be issued under our 2003 Equity Incentive Plan from 1,200,000 shares to 2,500,000. The selection of Stonefield Josephson, Inc as independent auditors as well as the election of all Class 3 Directors were also approved.
Joint Venture
     On November 9, 2007, we signed a binding definitive agreement for a joint venture with Hunchun BaoLi Communications Co. Ltd. (BAOLI) to manufacture and market our SuperLink interference elimination solution for the China market. Under the terms of the agreement, we will provide an exclusive license in the China market of the enabling

15


         
  For the three months ended, 
  April 1,    
  2006  March 31, 2007 
Warranty Reserve Activity:
        
Beginning balance $491,000  $428,000 
Additions  36,000   28,000 
Deductions  (80,000)  (33,000)
Change in estimate relating to previous warranty accruals      
       
Ending balance $447,000  $423,000 
       
         
Lease Abandonment Costs:
        
Beginning balance $225,000  $8,000 
Additions      
Deductions  (217,000)   
       
Ending balance $8,000  $8,000 
       
         
Product Line Exit Costs:
        
Beginning balance $402,000  $319,000 
Additions      
Deductions  (83,000)   
       
Ending balance $319,000  $319,000 
       
         
Severance Costs:
        
Beginning balance $32,000    
Additions  81,000    
Deductions  (81,000)   
       
Ending balance $32,000    
       
technology and BAOLI will provide the manufacturing expertise and financing. BAOLI holds 55 percent of the equity in the joint venture. We hold 45 percent and will receive a royalty on sales. The joint venture still needs to obtain certain governmental approvals before it can become operational.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
     We develop, manufacture and market high performance infrastructure products for wireless voice and data applications. Wireless carriers face many challenges in today’s competitive marketplace. Minutes of use per user continue to groware skyrocketing, and wireless users now expect the same quality of service from their mobile devices as from their landline phones. We help wireless carriers meet these challenges by “doing more with less.”
     Our products help maximize the performance of wireless telecommunications networks by improving the quality of uplink signals from mobile wireless devices. Our products increase capacity utilization, lower dropped and blocked calls, extend coverage, and enable higher wireless data throughput — all while reducing capital and operating costs. SuperLink incorporates patented high-temperature superconductor (HTS) technology to create a receiver front-end that enhances network performance. Today, we are leveraging our expertise and proprietary technology in radio frequency (RF) engineering to expand our product line beyond HTS technology. We believe our RF engineering expertise provides us with a significant competitive advantage in the development of high performance, cost-effective solutions for the front end of wireless telecommunications networks.
          We have three product offerings:
          SuperLink. In order to receive uplink signals from wireless handsets, base stations require a wireless filter system to eliminate, or filter out, out-of-band interference. SuperLink combines HTS filters with a proprietary cryogenic cooler and a cooled low-noise amplifier. The result is a highly compact and reliable receiver front-end that can simultaneously deliver both high selectivity (interference rejection) and high sensitivity (detection of low level signals). SuperLink delivers significant performance advantages over conventional filter systems.
          AmpLink. AmpLink is designed specifically to address the sensitivity requirements of wireless base stations. AmpLink is a ground-mounted unit which includes a high-performance amplifier and up to six dual duplexers. The enhanced uplink provided by AmpLink improves network coverage immediately and avoids the installation and maintenance costs associated with tower mounted alternatives.
          SuperPlex. SuperPlex is our line of multiplexers that provides extremely low insertion loss and excellent cross-band isolation. SuperPlex high-performance multiplexers are designed to eliminate the need for additional base station

16


antennas and reduce infrastructure costs. Relative to competing technologies, these products offer increased transmit power delivered to the base station antenna, higher sensitivity to subscriber handset signals, and fast and cost-effective network overlays.
     We currently sell most of our commercial products directly to wireless network operators in the United States. Our primary customers to date include ALLTEL, Cingular,AT&T, Sprint Nextel, T-Mobile, U.S. Cellular and Verizon Wireless. We have a concentrated customer base. Verizon Wireless and AT&T each accounted for more than 10% of our commercial revenues in 2007 and Verizon Wireless, ALLTEL and T-Mobile each accounted for more than 10% of our commercial revenues in 2006 and Verizon Wireless accounted for more than 10% of our commercial revenues in the first quarter of 2007.2006. We plan to expand our customer base by selling directly to other wireless network operators and manufacturers of base station equipment, but we cannot assure that this effort will be successful.
     We also generate significant revenues from government contracts. We primarily pursue government research and development contracts which compliment our commercial product development. We undertake government contract work which has the potential to add to or improve our commercial product line. These contracts often yield valuable intellectual property relevant to our commercial business. We typically own the intellectual property developed under these contracts, and the Federal Government receives a royalty-free, non-exclusive and nontransferable license to use the intellectual property for the United States.
     We sell most of our products to a small number of wireless carriers, and their demand for wireless communications equipment fluctuates dramatically and unpredictably. We expect these trends to continue and that may cause significant fluctuations in our quarterly and annual revenues.
     The wireless communications infrastructure equipment market is extremely competitive and is characterized by rapid technological change, new product development, product obsolescence, evolving industry standards and price erosion over the life of a product. We face constant pressures to reduce prices. Consequently, we expect the average selling prices of our products will continue decreasing over time. We have responded in the past by successfully reducing our product costs, and

16


expect further cost reductions over the next twelve months. However, we cannot predict whether our costs will decline at a rate sufficient to keep pace with the competitive pricing pressures.
Recent Developments
Settlement of Shalvoy LitigationNew Financing Agreement
     On March 2,August 17, 2007, we entered into a Settlement Agreement and Mutual Release of All Claimsan agreement with Mr. Shalvoy to settle the lawsuitHunchun BaoLi Communication Co. Ltd. (“BAOLI”) under which BAOLI has agreed to invest $15.0 million in exchange for 9,216,590 shares of our common stock. The purchase price is $1.6275 per share, based on a five percent premium over the average closing price of our common stock on the NASDAQ stock exchange for the 30 days ending August 17, 2007. The investment is scheduled to be made in several installments through the end of 2007; as of November 9, 2007, we had received $610,000 in April 2007 and rescinded Mr. Shalvoy’s second purported option exercise including cancellationan aggregate of $4.0 million of the related note. Accordingly,total of $15.0 million. Some of the Company reversed $610,000payments have been somewhat delayed from their original schedule by Chinese currency control regulations, but all are expected before the end of 2007. On November 9, 2007, we revised the terms of the transaction. As revised the transaction will involve the issuance of only 2,148,296 shares of common stock, with BAOLI receiving the remainder of its investment in reserves innon voting preferred stock with essentially the same economics as, and convertible into, 7,068,290 shares of common stock. This restructuring is not intended to change the substantive economic terms of the transaction. We are also currently evaluating the potential limitations on our ability to utilize our net operating loss carryforwards as a result of this first quarter of 2007, reducing our operating expenses by that amount.transaction.
U.S. Air Force ContractJoint Venture
     On April 20,November 9, 2007, we entered intosigned a $4.7 million contractbinding definitive agreement for a joint venture with Hunchun BaoLi Communications Co. Ltd. (BAOLI) to manufacture and market our SuperLink interference elimination solution for the U. S. Air ForceChina market. Under the terms of the agreement, we will provide an exclusive license in the China market of the enabling technology and BAOLI will provide the manufacturing expertise and financing. BAOLI holds 55 percent of the equity in the joint venture. We hold 45 percent and will receive a royalty on sales. The joint venture still needs to develop Semiconductor-Tuned High Temperature Superconducting Filtersobtain certain governmental approvals before it can become operational.
New Sales Agreement
     On October 30, 2007, we announced a sales agreement with China Corporate Credit Assurance Co. Ltd. (CCAC) for Ultra-Sensitive Radio Frequency Receivers (SURF). During this initial twelve month contract, which providesour SuperLinksolution, thereby establishing a mechanism for progress billings,us to supply our products to China while the U.S. Air Force has an option to extendprocess of forming the contract for an additional $5.4 million to develop a prototype rack-mountable system.BAOLI joint venture proceeds.
Critical Accounting Policies and Estimates
     Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, recovery of goodwill and long-lived assets, including intangible assets, income taxes, warranty obligations, and contingencies. We base our estimates on historical experience and on various other assumptions, that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from theseWhile we believe that our estimates under differentare based on reasonable assumptions or conditions.
     We believeand judgments at the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements. We maintain allowances for doubtful accounts for estimated losses resulting from the inabilitytime they are made, some of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventoryassumptions, estimates and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

17


     Our inventory is valued at the lower of its actual cost or the current estimated market value of the inventory. We review inventory quantities on hand and on order and record a provision for excess and obsolete inventory and/or vendor cancellation charges related to purchase commitments. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or the estimated forecast of product demand and production requirements. Our business is characterized by rapid technological change, frequent new product development and rapid product obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand. As demonstrated in the past three years, demand for our products can fluctuate significantly. Our estimates of future product demand mayjudgments will inevitably prove to be inaccurate and we may understate or overstate the provision required for excess and obsolete inventory.
     Our net sales consist of revenue from sales of products net of trade discounts and allowances. We recognize revenue when evidence of an arrangement exists, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. At the time revenue is recognized, we provide for the estimated cost of product warranties if allowed for under contractual arrangements. Our warranty obligation is effected by product failure rates and service delivery costs incurred in correctingincorrect. As a product failure. Should such failure rates or costsresult, actual outcomes will likely differ from these estimates, accrued warranty costs wouldour accruals, and those differences—positive or negative—could be adjusted.
     In connection with the salesmaterial. Some of its commercial products, the Company indemnifies, without limit or term, its customers against all claims, suits, demands, damages, liabilities, expenses, judgments, settlements and penalties arising from actual or alleged infringement or misappropriation of any intellectual property relating to its products or other claims arising from its products. The Company cannot reasonably develop an estimate of the maximum potential amount of payments that might be made under its guarantee because of the uncertainty as to whether a claim might arise and how much it might total.
     Contract revenues are principally generated under research and development contracts. Contract revenues are recognized utilizing the percentage-of-completion method measured by the relationship of costs incurred to total estimated contract costs. If the current contract estimate were to indicate a loss, utilizing the funded amount of the contract, a provision would be made for the total anticipated loss. Revenues from research related activities are derived primarily from contracts with agencies of the United States Government. Credit risk related to accounts receivable arising from such contracts is considered minimal. These contracts include cost-plus, fixed price and cost sharing arrangements and are generally short-term in nature.
     All payments to us for work performed on contracts with agencies of the U.S. Governmentour accruals are subject to adjustment upon audit by the Defense Contract Audit Agency. Based on historical experience and review of current projects in process,as we believe thatappropriate based on revised estimates and reconciliation to the audits will not have a significant effect on our financial position,actual results of operations or cash flows. The Defense Contract Audit Agency has audited us through 2003.when available.
     We periodically evaluate the realizabilityidentified certain critical accounting policies which affect certain of long-lived assets as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer beour more significant estimates and assumptions used in business are written offpreparing our consolidated financial statements in the period identified since they will no longer generate any positive cash flowsour Annual Report on Form 10-K for the Company. Periodically, long-lived assets that will continue to be used by the Company need to be evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets will be written down to their estimated fair value. We completed such an analysis during fiscal 2006 and determined that no write down was necessary. Our estimates of future cash flows may prove to be inaccurate, and we may understate or overstate the write down of long lived assets. During the first quarter of 2007, the market capitalization of the Company declined. If the market capitalization of the Company declines below the Company’s book value, and it is deemed other than temporary, then an impairment loss relating to the Company’s long lived assets might be recognized. Any future impairment of our long-lived assets could have a material adverse effect on our financial position and results of operations.
     Our valuation allowance against the deferred tax assets is based on our assessments of historical losses and projected operating results in future periods. If and when we generate future taxable income in the U.S. against which these tax assets may be applied, some portion or all of the valuation allowance would be reversed and an increase in net income would consequently be reported in future years.
year ended December 31, 2006. We have a contractnot made any material changes to deliver several custom products to a government contractor. We are unable to manufacture the products for technical reasons. We have discussed the problem with the contractor and its government customer. They are considering the problem, and we expect further discussions. We do not believethese policies as disclosed in that a loss is reasonably estimable at this time and therefore have not recorded any liability relating to this matter. We will periodically reassess our potential liability as additional information becomes available. If we later determine that a loss is probable and the amount reasonably estimable, we would record a liability for the potential loss.
     We account for stock-based compensation in accordance with the provisions of SFAS 123R. We use the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions. These assumptions include estimating the length of tome an employee will retain their stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term and the number of options that will

18


ultimately not complete their vesting requirements (“forfeitures”). Changes in the subjective assumptions can materially affect the estimated fair value of the stock-based compensation and consequently, the related amount recognized on the consolidated statements of operations. See Notes 2 and 6 of the Notes to Consolidated Financial Statements in this Form 10-Q for further discussion of stock-based compensation.report.
Backlog
     Our commercial backlog consists of accepted product purchase orders with scheduled delivery dates during the next twelve months. We had commercial backlog of $63,000$647,000 at March 31,September 29, 2007, as compared to $75,000 at December 31, 2006.

17


Results of Operations
Quarter Ended March 31,and nine months ended September 29, 2007 as compared to the Quarter Ended April 1,quarter and nine months ended September 30, 2006
     NetTotal net revenues decreased by $657,000,$1.8, or 14%30%, to $4.1 million in the third quarter of 2007 from $4.8$5.9 million in the third quarter of 2006. Total net revenues decreased by $2.8 million, or 18%, to $13.0 million in the first quarternine months of 2006 to $4.22007 from $15.8 million in the first quarter of 2007. Netsame period last year. Total net revenues consist primarily of commercial product revenues and government contract revenues. We also generate some additional revenues from sublicensing our technology.
     Net commercial product revenues decreased to $3.6$2.3 million in the firstthird quarter of 2007 from $4.5$4.9 million in the firstthird quarter of 2006, a decrease of $956,000,$2.6 million, or 21%54%. For the first nine months of 2007, net commercial product revenues decreased $3.8 million to $9.5 million from $13.3 million in the same period last year, a decrease of 29%. The decrease is primarily the result of lower sales of our AmpLink products, partially offset by increased sales of our SuperLink product.SuperPlex products. Our three largest customers accounted for 95%63% of our total net commercial product revenues in the first quarternine months of 2007, compared to 90% in the first quarter of 2006.2007. These customers generally purchase products through non-binding commitments with minimal lead-times. Consequently, our commercial product revenues can fluctuate dramatically from quarter to quarter based on changes in our customers’ capital spending patterns.
     Government contract revenues increased to $649,000$1.8 million in the firstthird quarter of 2007 from $342,000$1.0 million in the firstthird quarter of 2006, an increase of $307,000,$842,000, or 90%84%. ThisFor the first nine months of 2007, government contract revenues increased to $3.5 million from $2.4 million in the same period last year, an increase of $1.1 million, or 45%. The increase is primarily attributable to an increased numberthe addition of government contracts.new and larger contracts in 2007.
     Cost of commercial product revenues includes all direct costs, manufacturing overhead, provision for excess and obsolete inventories and restructuring and impairment charges relating to the manufacturing operations. The cost of commercial product revenue totaled $3.9$2.7 million for the third quarter of 2007 compared to $4.2 million for the third quarter of 2006, a decrease of $1.5 million, or 36%. For the first nine months of 2007, the cost of commercial product revenues totaled $9.8 million as compared to $11.7 million for the first quarternine months of 20072006, a decrease of $1.9 million or 16%. For the year to date, decreased costs resulted primarily from lower production as a result of lower sales. There was also a reversal of a $319,000 product line exit cost accrual year to date. This accrual was established in 2002 in the amount of $1,042,000 and 2006. No change in theserepresented the estimated costs to be incurred with decreaseda customer to support commercial product revenue is primarily the resultunits previously purchased from Conductus for a period of the fixed expenses at this level of production.five years.
     Our cost of sales includes both variable and fixed cost components. The variable component consists primarily of materials, assembly and test labor, overhead, which includes equipment and facility depreciation, transportation costs and warranty costs. The fixed component includes test equipment and facility depreciation, purchasing and procurement expenses and quality assurance costs. Given the fixed nature of such costs, the absorption of our production overhead costs into inventory decreases and the amount of production overhead variances expensed to cost of sales increases as production volumes decline since we have fewer units to absorb our overhead costs against. Conversely, the absorption of our production overhead costs into inventory increases and the amount of production overhead variances expensed to cost of sales decreases as production volumes increase since we have more units to absorb our overhead costs against. As a result, our gross profit margins generally decrease as revenue and production volumes decline due to lower sales volume and higher amounts of production overhead variances expensed to cost of sales; and our gross profit margins generally increase as our revenue and production volumes increase due to higher sales volume and lower amounts of production overhead variances expensed to cost of sales.
     The following is an analysis of our commercial product gross profit and margins:
                 
  For the quarters ended 
  April 1, 2006  March 31, 2007 
  (Dollars in thousands) 
Net commercial product sales $4,490   100.0% $3,534   100.0%
Total cost of commercial product sales  3,858   85.9%  3,902   110.4%
             
Gross profit $632   14.1% $(368)  (10.4%)
             
Dollars in thousands
                                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 29,  September 30,  September 29, 
  2006  2007  2006  2007 
Net commercial product sales $4,897   100% $2,277   100% $13,319   100% $9,463   100%
Cost of commercial product sales  4,220   86%  2,697   118%  11,736   88%  9,827   104%
                             
Gross profit $677   14% $(420)  (18)% $1,583   12% $(364)  (4)%
                            
     We had a negative gross profitloss of $368,000$420,000 in the firstthird quarter of 2007 from the sale of our commercial products as compared to a gross profit of $632,000$677,000 in the firstthird quarter of 2006. We experienced negativeFor the nine months ended September 29, 2007, we had a gross profit in the first quarterloss of 2007 because the reduced level of commercial sales was insufficient to cover our fixed manufacturing overhead costs. In contrast, our positive gross profit in the first quarter of 2006 was due to lower direct costs and higher commercial sales which covered our fixed manufacturing overhead costs. Gross margin in the first quarter of 2007 was also favorably impacted $126,000$364,000 from the sale of previously written-off inventory.our commercial products as compared to a gross profit of $1.6 million in the nine months ended September 30, 2006. Our gross margins were alsoadversely impacted by lower sales volume as well as charges for excess and obsolete inventory of approximately $90,000$160,000 and $270,000 in the first quarternine months of 2007 and 2006.2006, respectively. We regularly review inventory quantities on hand and

19


provide an allowance for excess and obsolete inventory based on numerous

18


factors including sales backlog, historical inventory usage, forecasted product demand and production requirements for the next twelve months.
     Contract research and development expenses totaled $445,000$963,000 in the firstthird quarter of 2007 as compared to $304,000$651,000 in the third quarter of 2006 and represented 52% and 65% of government revenue, respectively. These expenses totaled $2.0 million in the first quarternine months of 2006. This2007 and $1.7 million in the first nine months of 2006 and represented 57% and 68% of government revenue, respectively. The expense increase was the result of higher expenses associated with performing our government contracts in the first quarter and two new contracts added in the second quarter. The expenses in 2007 represented a greater numberlower percent of government contracts.revenue for both the quarter and year to date due to greater overhead absorption associated with increased government revenues.
     Other research and development expenses relate to development of new wireless commercial products. We also incur design expenses associated with reducing the cost and improving the manufacturability of our existing products. These expenses totaled $913,000$528,000 in the firstthird quarter of 2007 as compared to $1.3 million$767,000 in the same quarter of the prior year. Thisyear and totaled $2.3 million in the first nine months of 2007 and $2.7 million in the first nine months of 2006. The decrease isin the third quarter expenses was due to decreased commercial products development.increased efforts on new government contracts consuming more of our engineering resources, which were included in contract research and development expenses.
     Selling, general and administrative expenses totaled $1.9$2.0 million in the firstthird quarter of 2007, as compared to $2.7$2.4 million in the firstthird quarter of the prior year. In the first nine months of 2007, these expenses totaled $5.9 million as compared to $7.8 million in the same period last year. The lower expenses in 2007 for the quarter resulted primarily from lower insurance premiums and lower selling costs. The lower expenses in 2007 year to date resulted primarily from lower insurance premiums and lower selling costs combined with the second quarter reversal of a $610,000 reserve (see “Settlement of Litigation”under Legal Proceedings Note to the Financial Statements) and lower insurance premiums.
     Interest income decreased in the first quarter of 2007, as compared to the prior year, primarily because we had less cash available for investment..
     Interest expense in the first quarter ofthree months and nine months ended September 29, 2007 decreasedamounted to $11,000,$9,000 and $30,000, as compared to $13,000$11,000 and $35,000 in the prior year, because of lower borrowings.three months and nine months ended September 30, 2006.
     We had a net loss of $2.9$2.0 million for the quarter ended March 31,September 29, 2007, as compared to a net loss of $3.2$2.1 million in the same period last year. For the nine months ended September 29, 2007, our loss totaled $6.9 million as compared to a net loss of $28.0 million in the same period last year.
     The net loss available to common shareholders totaled $0.24$0.16 per common share in the firstthird quarter of 2007, as compared to a net loss of $0.26$0.17 per common share in the same period last year. The net loss available to common shareholders totaled $0.56 per common share in the first nine months of 2007, as compared to a net loss of $2.24 per common share in the same period last year.
Liquidity and Capital Resources
Cash Flow Analysis
     As of March 31,September 29, 2007, we had working capital of $7.8$5.0 million, including $3.1$2.5 million in cash and cash equivalents, as compared to working capital of $10.2 million at December 31, 2006, which included $5.5 million in cash and cash equivalents. In August 2007 our cash position was increased by the first installment of $1.0 million from BAOLI. An additional $3.0 million was received in October, 2007 and is not included in these third quarter financials. We currently invest our excess cash in short-term, investment-grade, money-market instruments with maturities of three months or less. We believe that all of our cash investments would be readily available to us should the need arise.
     Cash and cash equivalents decreased by $2.3$3.0 million to $2.5 million at September 29, 2007 from $5.5 million at December 31, 2006 to $3.1 million at March 31, 2007.2006. Cash during this period was used primarily in operations and to a lesser extent for the purchase of property and equipment and for the payment of long-term borrowings. Cash and cash equivalents decreased by $3.7 million to $9.3 million in the three month period ended April 1, 2006. Cash was used in operations, for the purchase of property and equipment, for the payment of short and long-term borrowings.
     Cash used in operations totaled $2.3$3.9 million in the first quarternine months of 2007. We used $2.1$4.9 million to fund the cash portion of our net loss. We also used cash to fund a $1.5$1.0 million increase in accounts receivable patents and licenses, accounts payable prepaid expenses and other assets.payments. These uses were partially offset by cash generated from a $1.3 million reduction in inventory.the sale of inventory, prepaid expenses and other assets totaling $2.0 million. Cash used in operations totaled $3.6$7.4 million in the first quarternine months of 2006. We used $2.4$5.6 million to fund the cash portion of our net loss. We also used cash to fund a $2.0$2.1 million increase in inventory, patents and licenses,accounts receivable and accounts payable payments. These uses were partially offset by cash generated from the collectionreduction of accounts receivable, prepaid expenses and other assets totaling $821,000.$259,000.
     Net cash used inprovided by investing activities totaled $27,000$935,000 in the first quarternine months of 2007 as compared to $159,000$211,000 used in investing activities in the first quarternine months of last year. TheseWe received the first $1.0 million from our financing with BAOLI on August 31, 2007. The financing payment was partially off set by $91,000 expenditures related primarily to purchases of manufacturing equipment and facilities improvements to increase our production capacity. The first quarternine months 2007 investing activity is net of $18,000$26,000 in equipment sales.

19


     Net cash used in financing activities totaled $5,000$14,000 in the first quarternine months of 2007. The cash was used to pay down our long term debt. Net cash used in financing activities totaled $4,000 in the first quarter of2007 and 2006, and was also used to pay down our long term debt.
Financing Activities
     We have historically financed our operations through a combination of cash on hand, cash provided from operations, equipment lease financings, available borrowings under bank lines of credit and both private and public equity offerings. We have effective registration statements on file with the SEC covering the public resale by investors of all the common stock issued in our private placements, as well as any common stock acquired upon exercise of their warrants.

20

     As noted above, we have an agreement with BAOLI under which BAOLI has agreed to invest $15.0 million in exchange for equity. The investment is scheduled to be made in several installments through the end of 2007; as of November 7, 2007, we had received an aggregate of $4.0 million of the total of $15.0 million.


     We have an existing line of credit from a bank. It is a material source of funds for our business. The line of credit was renewed in July 2007 for a term of one year. The line of credit expires JuneJuly 15, 2007.2008. The loan agreement is structured as a sale of our accounts receivable and provides for the sale of up to $5.0 million of eligible accounts receivable, with advances to us totaling 80% of the receivables sold. Advances bear interest at the prime rate (8.25%(7.75% at March 31,September 29, 2007) plus 2.50% per annum subject to a minimum monthly charge. There was no amount outstanding under this borrowing facility at March 31, 2007 or December 31, 2006.September 29, 2007. Advances are collateralized by a lien on all of our assets. Under the terms of the agreement, we continue to service the sold receivables and are subject to recourse provisions.
Contractual Obligations and Commercial Commitments
     We incur variousDuring the third quarter of 2007, there were no material changes outside the ordinary course of our business in the information regarding specified contractual obligations and commercial commitmentscontained in our normal course of business. They consist of the following:
Capital Lease Obligations
     Our capital lease obligations are for property and equipment and total $9,000 at March 31, 2007.
Operating Lease Obligations
     Our operating lease obligations consist of a facility lease in Santa Barbara, California and several copier leases.
Patents and Licenses
     We have entered into various licensing agreements requiring royalty payments ranging from 0.13% to 2.5% of specified product sales. Some of these agreements contain provisionsAnnual Report on Form 10-K for the payment of guaranteed or minimum royalty amounts. Typically, the licensor can terminate our license if we fail to pay minimum annual royalties.
Purchase Commitments
     In the normal course of business, we incur purchase obligations with vendors and suppliers for the purchase of inventory, as well as other goods and services. These obligations are generally evidenced by purchase orders that contain the terms and conditions associated with the purchase arrangements. We are committed to accept delivery of such material pursuant to the purchase orders subject to various contract provisions which allow us to delay receipt of such orders or cancel orders beyond certain agreed upon lead times. Cancellations may result in cancellation costs payable by us.
Quantitative Summary of Contractual Obligations and Commercial Commitments
     At Marchyear ended December 31, 2007, we had the following contractual obligations and commercial commitments:
                     
  Payments Due by Period 
Contractual Obligations Total  Less than 1 year  2-3 years  4-5 years  After 5 years 
 
Capital lease obligations $9,000  $9,000  $  $  $ 
Operating leases  6,321,000   1,284,000   2,676,000   2,361,000    
Minimum license commitment  1,950,000   150,000   300,000   300,000   1,200,000 
Fixed asset and inventory purchase commitments  1,434,000   1,434,000          
                
Total contractual cash obligations $9,714,000  $2,877,000  $2,976,000  $2,661,000  $1,200,000 
                
2006.
Capital Expenditures
     We plan to invest approximately $350,000less than $100,000 in fixed assets during the remainder of 2007.
Future Liquidity
     Our principal sources of liquidity consist of existing cash balances and funds expected to be generated from future operations. Based on our current forecasts, our cash resources may not be sufficient to fund our planned operations for the remainder of 2007. We believe one of the key factors to our liquidity in 2007 will be our ability to successfully execute on our plans to increase sales levels in a highly concentrated industry where we experience significant fluctuations in sales from quarter to quarter. Our cash requirements will also depend on numerous other variable factors, including the rate of growth of sales, the timing and levels of products purchased, payment terms and credit limits from manufacturers, and the timing and level of accounts receivable collections. As a result of the uncertainty of these many factors, the Company cannot give assurances that it will be able to continue operations in the absence of raising additional capital. Accordingly, the Company intends to raise funds in the next six months to continue operations in the absence of an improvement in its sales.

21


     We cannot assure you that additional financing (public or private) will be available on acceptable terms or at all. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of common stock. If we cannot raise any needed funds, we might be forced to make further substantial reductions in our operating expenses, which could adversely affect our ability to implement our current business plan and ultimately our viability as a company.
     Our independent registered public accounting firm has included in their audit report for fiscal 2006 an explanatory paragraph expressing doubt about our ability to continue as a going concern. Our prior firm included a similar explanatory paragraph in their audit report for 2004 and 2005. In the first nine months of 2007, we incurred a net loss of $6.9 million and had negative cash flows from operations of $3.9 million. In 2006, we incurred a net loss of $29.6 million and had negative cash flows from operations of $7.3 million. In$7.4 million
     As noted above, we have an agreement with BAOLI under which BAOLI has agreed to invest $15.0 million in exchange for equity. We expect to be able to satisfy our expected liquidity needs for at least the first quarternext twelve months from the proceeds of 2007, we incurred a net loss of $2.9 millionthis transaction and had negative cash flowsflow from operations of $2.3 million.
     Our financial statements have been prepared assuming that the Company will continue as a going concern. The factors described above raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from this uncertainty.operations.
Net Operating Loss Carryforward
     As of December 31, 2006, we had net operating loss carryforwards for federal and state income tax purposes of approximately $275.1 million and $143.4 million, respectively, which expire in the years 2007 through 2026. Of these amounts $91.2 million and $23.5 million, respectively resulted from the acquisition of Conductus. Included in the net operating loss carryforwards are deductions related to stock options of approximately $24.1 million and $13.1 million for federal and California income tax purposes, respectively. To the extent net operating loss carryforwards are recognized for accounting purposes the resulting benefits related to the stock options will be credited to stockholders’ equity. In addition, we have research and development and other tax credits for federal and state income tax purposes of approximately $2.4 million and $983,000, respectively, which expire in the years 2007 through 2026. Of these amounts $661,000 and $736,000, respectively resulted from the acquisition of Conductus.
     Due to the uncertainty surrounding their realization, we have recorded a full valuation allowance against our net deferred tax assets. Accordingly, no deferred tax asset has been recorded in the accompanying balance sheet.

20


     Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rate of return (usually the “applicable federal funds rate”, as defined in the Internal Revenue Code) and the value of the corporation at the time of a “change of ownership” as defined by Section 382. We completed an analysis of our equity transactions and determined that we had a change in ownership in August 1999 and December 2002. Therefore, the ability to utilize net operating loss carryforwards incurred prior to the change of ownership totaling $98.0$98 million will be subject in future periods to an annual limitation of $1.3 million. In addition, we acquired the right to Conductus’ net operating losses, which are also subject to the limitations imposed by Section 382. Conductus underwent three ownership changes, which occurred in February 1999, February 2001 and December 2002. Therefore, the ability to utilize Conductus’ net operating loss carryforwards of $91.2 million incurred prior to the ownership changes will be subject in future periods to annual limitation of $700,000. Net operating losses incurred by us subsequent to the ownership changes totaled $86.4 million and are not subject to this limitation. We are currently evaluating the potential limitations on our ability to utilize our net operating loss carryforwards as a result of the BOALI transaction.
Recent Accounting PronouncementsRequirements
     In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements.  The Statement applies whenever other statements require or permit assets or liabilities to be measured at fair value.  SFAS 157 is effective for fiscal years beginning after November 15, 2007.  We are currently evaluating the impact this Statement will have on our consolidated financial statements.
     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115” (“SFAS 159”).  SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We are currently evaluating the impact this Statement will have on our consolidated financial statements.
Forward-Looking Statements
          This report contains forward-looking statements that involve risks and uncertainties. We have made these statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements relate to future events or our future performance and include, but are not limited to, statements concerning our business strategy, future commercial revenues, market growth, capital requirements, new product introductions, expansion plans and the adequacy

22


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.
     Forward-looking statements are not guarantees of future performance and are subject to various risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed in forward-looking statements. They can be affected by many factors, including, but not limited to the following:
fluctuations in product demand from quarter to quarter which can be significant,
the impact of competitive filter products, technologies and pricing,
manufacturing capacity constraints and difficulties,
market acceptance risks, and
general economic conditions.
Please read the section in our 2006 Annual Report on Form 10-K entitled Item 1A “Risk Factors” for a description of additional uncertainties and factors that may affect our forward-looking statements. Forward-looking statementsWe are based on information presently availablenot aware of any material adverse changes to senior management, and we do not assume any duty to update our forward-looking statements.those risk factors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
     There was noWe are not aware of any material change in our exposure to market risk at March 31,September 29, 2007 as compared with our market risk exposure on December 31, 2006. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk” in our 2006 Annual Report on Form 10-K.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
     Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures..disclosures.
     Our Chief Executive Officer and Controller have evaluated our disclosure controls and procedures and have concluded, as of March 31,September 29, 2007, that they are effective as described above.
Changes in Internal Controls
     There have been no changes in our internal control over financial reporting during the firstthird quarter of 2007 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
     Because of itsour inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

21


PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
Settlement of Litigation
     We filed a lawsuit in the California Superior Court (Case No. 1186812) against Mr. Shalvoy, a former director and stockholder, in the fourth quarter of 2005 to collect amounts due under two notes aggregating $820,244 in principal in connection with the exercise in December 2000 of two options to purchase Conductus, Inc. common stock prior to our acquisition of Conductus, Inc. in December 2002. On March 2, 2007, we entered into a Settlement Agreement and Mutual Release of All Claims with Mr. Shalvoy to settle the lawsuit, under which we received $610,000 in April 2007 and rescinded Mr. Shalvoy’s second purported option exercise including cancellation of the related note.
Routine Litigation
     We may be involved in routine litigation arising in the ordinary course of our business, and, while the results of the proceedings cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our financial position, operating results or cash flow.

23


Item 1A. Risk Factors.
     A description of the risk factors associated with our business is contained in Item 1A, “Risk Factors,” of our 2006 Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 20072007. We note that we have recently signed a definitive agreement to significantly expand our international involvement through a distribution arrangement and incorporated herein by reference. These cautionary statements are to be used asjoint venture in China. When international operations become a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in anymore significant part of our subsequent filings withoperations, the Securities and Exchange Commission.risks related to such operations, some of which are described in the “Risk Factors” section, will also become more significant to us.
Item 2. Unregistered Sales of Equity Securities.Securities and Use of Proceeds.
     We did not conduct any offerings of equity securities during the first quarter of this year that were not registered under the Securities Act of 1933.
     We did not repurchase any shares of our common stock during the firstthird quarter of this year.
Item 4. Submission of Matters to a Vote of Security Holders.
     We did not submit any matters submitted to a vote of security holders during the firstthird quarter of this year.
Item 5. Other Information.
 (a) Additional Disclosures.
 
   None.
 
 (b) Stockholder Nominations.
               There have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors. Please see the discussion of our procedures under the heading “Board Meetings and Committees” on pages 4 thru 6 of our 2006 Proxy Statement available online atwww.sec.gov.
Item 6. Exhibits.
   
Number Description of Document
3.1Amended and Restated Certificate of Incorporation of the Company (1)
3.2Certificate of Amendment of Restated Certificate of Incorporation (2)
3.3Certificate of Amendment of Restated Certificate of Incorporation (3)
3.4Amended and Restated Bylaws of the Registrant(4)
4.1Form of Common Stock Certificate (5)
4.2Third Amended and Restated Stockholders Rights Agreement (6)
4.3Warrant Issued to PNC Bank, National Association in connection with Credit Agreement (6)
4.4Warrant Purchase Agreement dated December 1, 1999 with PNC Bank (7)
4.5Warrant Purchase Agreement dated January 12, 2000 with PNC Bank (7)
4.6Certificate of Designations, Preferences and Rights of Series E Convertible Stock (8)
4.7Securities Purchase Agreement dated as of September 29, 2000 between the Company and RGC International Investors, LDC. (Exhibits and Schedules Omitted) (8)
4.8Registration Rights Agreement dated as of September 29, 2000 between the Company and RGC International Investors, LDC. (8)
4.9Initial Stock Purchase Warrant dated as of September 29, 2000 between the Company and RGC International Investors, LDC. (8)
4.10Incentive Stock Purchase Warrant dated as of September 29, 2000 between the Company and RGC International Investors, LDC. (8)
4.11Registration Rights Agreement, dated March 6, 2002 (9)
4.12Warrants to Purchase Shares of Common Stock, dated March 11, 2002 (9)
4.13Registration Rights Agreement dated October 10, 2002 (10)
4.14Warrants to Purchase Common Stock dated October 10, 2002 (10)
4.15Common Stock Purchase Agreement, dated March 8, 2002 between Conductus, Inc. and the investors signatory thereto (11)

24


NumberDescription of Document
4.16Warrant to Purchase Common Stock, dated March 8, 2002 by Conductus, Inc. to certain investors (12)
4.17Registration Rights Agreement, dated March 26, 2002, between Conductus, Inc. and certain investors (12)
4.18Warrant to Purchase Common Stock, dated August 7, 2000, issued by Conductus to Dobson Communications Corporation (13)
4.19Form of Series B Preferred Stock and Warrant Purchase Agreement dated September 11, 1998 and September 22, 1998 between Conductus and Series B Investors (14)
4.20Form of Warrant to Purchase Common Stock between Conductus and Series B investors, dated September 28, 1998, issued by Conductus in a private placement (14)
4.21Form of Series C Preferred Stock and Warrant Purchase Agreement, dated December 10, 1999, between Conductus and Series C Investors (15)
4.22Form of Warrant Purchase Common Stock between Conductus and Series C investors, dated December 10, 1999, issued by Conductus in a private placement (15)
4.23Form of Warrant to Purchase Common Stock dated March 28, 2003, issued to Silicon Valley Bank (16)
4.24Form of Warrant (16)
4.25Form of Registration Rights Agreement (17)
4.26Agility Capital Warrant dated May 2004 (18)
4.27Silicon Valley Bank Warrant dated May 2004(18)
4.28Form of Warrant dated August 2005 (19)
10.1 Agreement dated April 20,August 17, 2007 investment agreement with U.S. Air Force(*Hunchun BaoLi Communication Co. Ltd. (“BAOLI”) (*)
   
31.1 Statement of CEO Pursuant to 302 of the Sarbanes-Oxley Act of 2002 (*)
   
31.2 Statement of Principal Financial Officer Pursuant to 302 of the Sarbanes-Oxley Act of 2002 (*)
   
32.1 Statement of CEO Pursuant to 906 of the Sarbanes-Oxley Act of 2002 (*)
   
32.2 Statement of Principal Financial Officer Pursuant to 906 of the Sarbanes-Oxley Act of 2002 (*)
 
(1)Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended April 3, 1999.
(2)Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2001.
(3)Incorporated by reference from Registrant’s Form 8-K dated March 13, 2006
(4)Incorporated by reference from Registrant’s Form 8-K dated May 25, 2005.
(5)Incorporated by reference from the Registrant’s Registration Statement on Form S-1 (Reg. No. 33-56714).
(6)Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended July 3, 1999.
(7)Incorporated by reference from the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-90293).
(8)Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999.
(9)Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001.
(10)Incorporated by reference from the Registrant’s Current Report on Form 8-K, filed October 2, 2002.
(11)Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed for the year ended December 31, 1997.
(12)Incorporated by reference from the Conductus, Inc.’s Registration Statement on Form S-3 (Reg. No. 333-85928) filed on April 9, 2002.
(13)Incorporated by reference from Conductus, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 16, 1998.
(14)Incorporated by reference from Conductus, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999.
(15)Incorporated by reference from Conductus, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999.
(16)Incorporate by reference from Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2003.
(17)Incorporated by reference from Registrant’s Current Report on Form 8-K filed June 25, 2003.
(18)Incorporated by reference from Registrants’ Registration Statement of Form S-3 (Reg. 333-89184).
(19)Incorporated by reference from Registrant’s Form 8-K dated August 10, 2005.
* Filed herewith.

2522


SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
 SUPERCONDUCTOR TECHNOLOGIES INC.
Dated: November 13, 2007 /s/ William J. Buchanan   
 
Dated: May 14, 2007/s/ William J. Buchanan  
 Controller (Principal Financial Officer) 
   
 William J. Buchanan/s/ Jeffrey A. Quiram   
 ControllerJeffrey A. Quiram  
/s/ Jeffrey A. Quiram
Jeffrey A. Quiram
 President and Chief Executive Officer  

2623