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Ohio
(State or other jurisdiction of incorporation or organization) |
31-1210318
(I.R.S. Employer Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act:
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None | |
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, without par value | |
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(Title of Class) |
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Part I
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Item 1.
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Description of Business | 3 | ||||
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Item 2.
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Description of Property | 9 | ||||
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Item 3.
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Legal Proceedings | 9 | ||||
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Item 4.
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Submission of Matters to a Vote of Security Holders | 9 | ||||
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Part II
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Item 5.
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Market for Common Equity and Related Stockholder Matters | 10 | ||||
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Item 6.
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Managements Discussion and Analysis or Plan of Operation | 12 | ||||
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Item 7.
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Financial Statements | 16 | ||||
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Item 8.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 16 | ||||
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Item 8A.
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Controls and Procedures | 16 | ||||
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Item 8B.
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Other Information | 16 | ||||
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Part III
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Item 9.
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Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act | 17 | ||||
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Item 10.
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Executive Compensation | 17 | ||||
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Item 11.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 17 | ||||
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Item 12.
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Certain Relationships and Related Transactions | 17 | ||||
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Item 13.
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Exhibits | 18 | ||||
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Item 14.
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Principal Accountant Fees and Services | 20 | ||||
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Signatures | 21 | ||||
2
PART I
3
4
5
6
7
8
9
| High | Low | |||||||
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Fiscal 2005
|
||||||||
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Quarter Ended March 31, 2005
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$ | 2.50 | $ | 1.75 | ||||
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Quarter Ended June 30, 2005
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3.12 | 1.75 | ||||||
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Quarter Ended September 30, 2005
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2.95 | 2.25 | ||||||
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Quarter Ended December 31, 2005
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5.50 | 2.25 | ||||||
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Fiscal 2006
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||||||||
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Quarter Ended March 31, 2006
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5.50 | 3.50 | ||||||
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Quarter Ended June 30, 2006
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4.75 | 3.25 | ||||||
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Quarter Ended September 30, 2006
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4.90 | 3.00 | ||||||
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Quarter Ended December 31, 2006
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6.15 | 3.10 | ||||||
10
| Number of securities | ||||||||||||
| remaining available for | ||||||||||||
| Number of Securities to | issuance under equity | |||||||||||
| be issued upon exercise | Weighted-average exercise | compensation plans | ||||||||||
| of outstanding options, | price of outstanding | (excluding securities | ||||||||||
| warrants and rights | options, warrants and rights | reflected in column (a)) | ||||||||||
| (a) | (b) | (c) | ||||||||||
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Equity
compensation plans
approved by
security holders
(1)
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590,750 | $ | 2.25 | 274,950 | ||||||||
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Equity compensation
plans not approved
by security holders
(2)
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17,500 | $ | 2.88 | | ||||||||
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Total
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608,250 | $ | 2.27 | 274,950 | ||||||||
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| (1) Equity compensation plans approved by shareholders include our 2006 Stock Option Plan. |
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(2)
Includes 17,500 stock purchase warrants that can be acquired to purchase 17,500
shares our common stock, which were issued by us in exchange for consideration in the form of goods
and services.
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11
12
13
| Options and | Potential | |||||||
| Warrants due | Shares | |||||||
| to expire | Outstanding | |||||||
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2007
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| 3,440,191 | ||||||
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2008
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94,930 | 3,535,121 | ||||||
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2009
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160,418 | 3,695,539 | ||||||
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2010
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459,389 | 4,154,928 | ||||||
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2011
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75,000 | 4,229,928 | ||||||
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2012
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170,000 | 4,399,928 | ||||||
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2013
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30,500 | 4,430,428 | ||||||
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2014
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90,000 | 4,520,428 | ||||||
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2015
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140,000 | 4,660,428 | ||||||
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2016
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42,500 | 4,702,928 | ||||||
14
15
| ITEM 7. | FINANCIAL STATEMENTS |
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
| ITEM 8A. | CONTROLS AND PROCEDURES. |
| ITEM 8B. | OTHER INFORMATION |
16
| ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. |
17
18
19
20
ITEM 13.
EXHIBITS.
Exhibit
Exhibit
Number
Description
Certificate of Second Amended and Restated Articles of Incorporation of
Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the
Companys initial Form 10-SB, filed on September 28, 2000)
Restated Code of Regulations of Superconductive Components, Inc.
(Incorporated by reference to Exhibit 3(b) to the Companys initial Form 10-SB, filed
on September 28, 2000)
Superconductive Components, Inc. 2006 Stock Incentive Plan (Incorporated by
reference to Appendix A to the Companys Definitive Proxy Statement for the 2006
Annual Meeting of Shareholders held on June 9, 2006, filed May 1, 2006).
Description of the Material Terms of the Stock Option Grant and Cash Bonus
Plan for Executive Officers (Incorporated by reference to the Companys Current
Report on Form 8-K, dated June 19, 2006, filed June 23, 2006)
Form of Incentive Stock Option Agreement under the Superconductive
Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K dated June 19, 2006, filed June 23,
2006).
Form of Non-Statutory Stock Option Agreement under the Superconductive
Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2
to the Companys Current Report on Form 8-K dated June 19, 2006, filed June 23,
2006).
Employment Agreement entered into as of February 26, 2002, between Daniel
Rooney and the Company (Incorporated by reference to Exhibit 10(a) to the Companys
Registration Statement on Form SB-2 (Registration No. 333-131605), filed on February
6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
Lease Agreement between Superconductive Components, Inc. and Duke Realty
Ohio dated as of September 29, 2003, with Letter of Understanding dated February 17,
2004 (Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on
Form 10-QSB, filed on March 31, 2004)
Fourth Amended and Restated 1995 Stock Option Plan (Incorporated by
reference to Exhibit 4(a) to the Companys Registration Statement on Form S-8
(Registration No. 333-97583), filed on August 2, 2002)
License Agreement with Sandia Corporation dated February 26, 1996
(Incorporated by reference to Exhibit 10(f) to the Companys Form 10-SB Amendment No.
1, filed on January 3, 2001)
Nonexclusive License with The University of Chicago (as Operator of
Argonne National Laboratory) dated October 12, 1995 (Incorporated by reference to
Exhibit 10(g) to the Companys Form 10-SB Amendment No. 1, filed on January 3, 2001)
Exhibit
Exhibit
Number
Description
Nonexclusive License with The University of Chicago (as Operator of
Argonne National Laboratory) dated October 12, 1995 (Incorporated by reference to
Exhibit 10(h) to the Companys Form 10-SB Amendment No. 1, filed on January 3, 2001)
Ohio Department of Development Third Frontier Action Fund Award dated
February 20, 2004 (Incorporated by reference to Exhibit 10(o) to the Companys Annual
Report on Form 10-KSB, filed on March 30, 2004)
Description of the Material Terms of the Superconductive Components, Inc.
2005 Executive Bonus Plan (Incorporated by reference to Exhibit 10 to the Companys
Current Report on Form 8-K, filed on April 20, 2005)
Form of Non-Statutory Stock Option Agreement Under the Superconductive
Components, Inc. Fourth Amended and Restated 1995 Stock Option Plan (Incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on
December 22, 2005)
Department of Energy Award dated July 21, 2005 (Incorporated by reference
to Exhibit 10(k) to the Companys Registration Statement on Form SB-2 (Registration
No. 333-131605), filed on February 6, 2006, and amended by Pre-effective Amendment
No. 1 filed March 23, 2006)
Subscription Agreement between the Company and the Estate of Edward R.
Funk, dated October 14, 2005 (Incorporated by reference to Exhibit 10(o) to the
Companys Registration Statement on Form SB-2 (Registration No. 333-131605), filed on
February 6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
Subscription Agreement between the Company and the Estate of Ingeborg V.
Funk, dated October 14, 2005 (Incorporated by reference to Exhibit 10(p) to the
Companys Registration Statement on Form SB-2 (Registration No. 333-131605), filed on
February 6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
Subscription Agreement between the Company and Robert H. Peitz, dated
October 14, 2005 (Incorporated by reference to Exhibit 10(q) to the Companys
Registration Statement on Form SB-2 (Registration No. 333-131605), filed on February
6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
Warrant to purchase common stock of Superconductive Components, Inc.
issued to the Estate of Edward R. Funk, dated October 19, 2005 (Incorporated by
reference to Exhibit 10(r) to the Companys Registration Statement Form on SB-2
(Registration No. 333-131605), filed on February 6, 2006, and amended by
Pre-effective Amendment No. 1 filed March 23, 2006)
Warrant to purchase common stock of Superconductive Components, Inc.
issued to the Estate of Ingeborg V. Funk, dated October 19, 2005 (Incorporated by
reference to Exhibit 10(s) to the Companys Registration Statement on Form SB-2
(Registration No. 333-131605), filed on February 6, 2006, and amended by
Pre-effective Amendment No. 1 filed March 23, 2006)
Exhibit
Exhibit
Number
Description
Warrant to purchase common stock of Superconductive Components, Inc.
issued to Robert H. Peitz, effective October 19, 2005 (Incorporated by reference to
Exhibit 10(t) to the Companys Registration Statement on Form SB-2 (Registration No.
333-131605), filed on February 6, 2006, and amended by Pre-effective Amendment No. 1
filed March 23, 2006)
Conversion Agreement between the Company and the Estate of Edward R. Funk,
dated October 14, 2005 (Incorporated by reference to Exhibit 10(u) to the Companys
Registration Statement on Form SB-2 (Registration No. 333-131605), filed on February
6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
Conversion Agreement between the Company and the Estate of Ingeborg V.
Funk, dated October 14, 2005 (Incorporated by reference to Exhibit 10(v) to the
Companys Registration Statement on Form SB-2 (Registration No. 333-131605), filed on
February 6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
Press Release dated March 7, 2007, entitled Superconductive Components,
Inc. Reports Record Results for the Fourth Quarter and 2006.
Consent of Independent Registered Accounting Firm
Powers of Attorney.
Rule 13a-14(a) Certification of Principal Executive Officer.
Rule 13a-14(a) Certification of Principal Financial Officer.
Section 1350 Certification of Principal Executive Officer.
Section 1350 Certification of Principal Financial Officer.
*
Filed herewith
ITEM 14.
Principal Accountant Fees and Services
21
SUPERCONDUCTIVE COMPONENTS, INC.
By:
/s/ Daniel Rooney
Daniel Rooney, Chairman of the Board of
Directors, President and Chief Executive
Officer
Signature
Title
/s/ Daniel Rooney
Chairman of the Board of Directors, President, and
Chief Executive Officer
(principal executive officer)
/s/ Gerald S. Blaskie
Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer)
Robert J. Baker*
Director
Edward W. Ungar*
Director
Edward W. Ungar
Robert H. Peitz*
Director
Robert H. Peitz
Walter J. Doyle*
Director
Walter J. Doyle
/s/ Daniel Rooney
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
F-22
Page
F-1
F-2
F-4
F-5
F-6
F-8
Superconductive Components, Inc.
Columbus, Ohio
/s/ HAUSSER + TAYLOR LLC
$
648,494
439,946
52,760
713,625
47,466
1,902,291
2,697,368
23,643
299,551
95,590
3,116,152
(2,012,312
)
1,103,840
289,816
30,894
320,710
$
3,326,841
$
70,799
297,161
27,258
22,500
50,474
208,494
676,686
145,693
360,146
9,007,817
995,586
(7,859,087
)
2,504,462
$
3,326,841
2006
2005
$
8,003,700
$
3,167,743
42,092
289,439
8,045,792
3,457,182
6,240,140
2,438,788
17,408
98,533
6,257,548
2,537,321
1,788,244
919,861
928,506
765,748
212,507
183,403
354,609
237,569
292,622
(266,859
)
43,427
9,843
(15,508
)
(75,624
)
100
2,250
(18,373
)
(2,830
)
9,646
(66,361
)
302,268
(333,220
)
302,268
(333,220
)
(25,185
)
(25,185
)
$
277,083
$
(358,405
)
(Note 2)
$
0.09
$
(0.13
)
$
0.08
$
(0.13
)
$
0.08
$
(0.13
)
$
0.07
$
(0.13
)
3,427,236
2,665,078
3,982,905
2,665,078
Convertible
Additional
Preferred Stock,
Common
Paid-In
Accumulated
Series B
Stock
Capital
Deficit
Total
$
309,776
$
7,541,653
$
558,674
$
(7,828,035
)
$
582,068
25,185
(25,185
)
19,890
19,890
461,469
125,641
587,110
27,215
27,215
1,044,428
304,484
1,348,912
(333,220
)
(333,220
)
$
334,961
$
9,047,550
$
1,010,719
$
(8,161,255
)
$
2,231,975
25,185
(25,185
)
10,052
10,052
12,000
12,000
(51,733
)
(51,733
)
302,268
302,268
$
360,146
$
9,007,817
$
995,586
$
(7,858,987
)
$
2,504,562
2006
2005
$
302,268
$
(333,220
)
216,664
199,415
3,088
3,088
10,052
36,465
27,215
(100
)
(2,250
)
(13,399
)
(26,269
)
(8,176
)
(185,117
)
(131,919
)
(116,087
)
(22,700
)
(35,718
)
878
(279,050
)
(2,010
)
1,521
155,543
19,538
(261,417
)
(378,608
)
(32,137
)
(76,340
)
(365,357
)
100
2,250
(333,857
)
(77,472
)
(333,757
)
(75,222
)
300,000
(200,000
)
12,000
(51,733
)
1,348,912
(63,045
)
(37,027
)
(102,778
)
1,411,885
2006
2005
$
(512,875
)
$
971,306
1,161,369
190,063
$
648,494
$
1,161,369
$
15,508
$
19,749
$
$
$
168,208
$
75,900
$
$
488,000
$
$
9,110
$
$
90,000
$
3,312
$
2,410
Note 1.
Business Organization and Purpose
Superconductive Components, Inc. (SCI or the Company), dba SCI Engineered
Materials, an Ohio corporation, was incorporated in 1987, to develop, manufacture
and market products based on or incorporating high temperature superconductive
(HTS) materials. The Company manufactures ceramic and metal targets for a variety
of industrial applications including: Photonics/Optical, Semiconductor, Thin Film
Batteries and, to a lesser extent HTS. Photonics/Optical currently represents the
Companys largest market for its targets. Thin Film Battery is a developing market
where manufacturers of batteries use the Companys targets to produce very small
power supplies, with small quantities of stored energy. The production and sale of
HTS materials was the initial focus of the Companys operations and these materials
continue to be a part of the Companys development efforts.
Note 2.
Summary of Significant Accounting Policies
A.
Inventories Inventories are stated at the lower of cost or market on an acquired
or internally produced lot basis, and consist of raw materials, work-in-process and
finished goods. Cost includes material, labor, freight and applied overhead. Inventory
reserves are established for obsolete inventory and excess inventory quantities based on
managements estimate of net realizable value. The inventory reserve decreased $13,399
and $26,269 during 2006 and 2005, respectively. The decrease in the reserve is a result
of a portion of obsolete inventory sold at reduced prices.
The Company enters into cancelable purchase commitment arrangements with some
suppliers. Estimated purchase commitments to these suppliers approximate $149,000
at December 31, 2006. The Company can cancel these commitments at the Companys
discretion without penalty.
B.
Property and Equipment Property and equipment are carried at cost. Depreciation
is provided on the straight-line method based on the estimated useful lives of the assets
for financial reporting purposes and allowable accelerated methods for tax purposes.
Useful lives range from ten years on certain furniture and fixtures and leasehold
improvements to three years on computer equipment. Expenditures for renewals and
betterments are capitalized and expenditures for repairs and maintenance are charged to
operations as incurred.
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If the fair
value is less than the carrying amount of the asset, a loss is recognized for the
difference. There have been no such impairment adjustments.
C.
Research and Development Certain amounts in the prior year financial statements
pertaining to research and development have been reclassified to conform to the current
year presentation. Research and development costs are expensed as incurred. Research
and development expenses for the years ended December 31, 2006 and 2005 were $212,507 and
$183,403, respectively. The increase is due to an increase in wages and continued
development of Ruthenium, Transparent Conductive Oxide and High K dielectric materials.
Note 2.
Summary of Significant Accounting Policies (Continued)
D.
Contract research and development costs are expensed when the contracted work has
been performed or as milestone results have been achieved. These contracts vary from six
months to three years in duration. The terms of the contracts, which are fixed price,
require the Company to submit final reports and/or progress reports to the sponsor.
While the contracts are subject to cancellation, management believes that the Company
will comply with all terms of the contracts and that all of the amounts awarded to the
Company will be collected.
Research revenue and expenses associated to third parties are separately identified
in the Statements of Operations.
During 2006 and 2005, the Company earned $42,092 and $289,439, respectively, in
contract revenue.
During 2005, the Company was awarded a nine-month contract in the amount of $99,793
that ended in 2006.
E.
Equipment In 2004, the Company received funds of $517,935 from the Ohio
Department of Developments Third Frontier Action Fund (TFAF) for the purchase of
equipment related to the grants purpose. In a separate contract with the Department of
Energy the Company received $27,500 for the purchase of equipment related to the
contracts purpose. The Company has elected to record the funds disbursed as a contra
asset; therefore, the assets are not reflected in the Companys financial statements. As
assets were purchased, the liability initially created when the cash was received was
reduced with no revenue recognized or fixed asset recorded on the balance sheet. As of
December 31, 2006, the Company had disbursed the entire amount received. The grant and
contract both provide that as long as the Company performs in compliance with the
grant/contract, the Company retains the rights to the equipment. Management states that
the Company will be in compliance with the requirements and, therefore, will retain the
equipment at the end of the grant/contract.
F.
Licenses The Company has secured licenses to produce various superconductive
materials for periods up to the expiration of the applicable patents. The license fees,
included in Other Assets on the balance sheet, are being amortized over the expected
life of the agreement or applicable patent, which is seventeen years. Cost and
accumulated amortization of licenses at December 31, 2006 are $21,000 and $13,972,
respectively. Amortization expense was $1,259 for the years ended December 31, 2006 and
2005. Amortization expense is estimated to be $1,259 for each of the next five years.
Note 2.
Summary of Significant Accounting Policies (Continued)
G.
Patent The Company has secured patents for manufacturing processes used in its
operations. Costs incurred to secure the patents have been capitalized, included in
Other Assets on the balance sheet, and are being amortized over the life of the
patents. Cost and accumulated amortization of the patent at December 31, 2006 are
$36,473 and $12,607, respectively. Amortization expense was $1,830 for the years ended
December 31, 2006 and December 31, 2005. Amortization expense is estimated to be $1,830
for each of the next five years.
H.
Income Taxes Income taxes are provided for by utilizing the asset and liability
method which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the carrying amounts
and the tax bases of assets and liabilities using presently enacted tax rates. Deferred
tax assets are recognized for net operating loss carryforwards, reduced by a valuation
allowance which is established when it is more likely than not that some portion or
all of the deferred tax assets will not be recognized.
I.
Stock Based Compensation During 2005 the Company accounted for stock based
compensation using the intrinsic value method prescribed in APB Opinion No. 25,
Accounting for Stock Issued to Employees. The Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard No. 123, Accounting for Stock
Based Compensation (SFAS 123), which established accounting and disclosure
requirements using a fair value based methodology. SFAS 123 allowed the intrinsic
value method to be used, and required disclosure of the impact to the financial
statements of utilizing the intrinsic value versus the fair value based method on a pro
forma basis, as set forth in the table below. For all periods prior to January 1,
2006, the Company utilized the fair value method as provided for in SFAS 123 to account
for stock based compensation to non-employees.
The Companys pro forma information for 2005, in accordance with the provisions of
SFAS 123 is provided below. For purposes of pro forma disclosures, stock based
compensation was amortized to expense on a straight-line basis over the vesting
period.
2006
2005
$
277,083
$
(358,405
)
(22,068
)
$
277,083
$
(380,473
)
$
0.08
$
(0.13
)
0.08
$
(0.14
)
For the twelve months ended December 31, 2006 and 2005, there was
$10,052 and $27,215 respectively, of stock based compensation cost included in
the determination of net income (loss) as reported.
Note 2.
Summary of Significant Accounting Policies (Continued)
In December 2004, the FASB issued SFAS 123 (Revised), Shared Based Payment (SFAS
123R). SFAS 123R replaced SFAS 123, and superseded APB Opinion No. 25. Effective
January 1, 2006, the Company adopted the fair value recognition provisions of SFAS
123R and related interpretations using the modified-prospective transition method.
Under this method, compensation cost recognized in 2006 includes (a) compensation
cost for all stock-based awards granted prior to, but not yet vested as of January
1, 2006, based on the grant date fair value estimated in accordance with the
original provisions of SFAS 123 and (b) compensation cost for all stock-based
awards granted on or subsequent to January 1, 2006, based on the grant date fair
value estimated in accordance with the provisions of SFAS 123R. Stock based
compensation expense recognized in 2006 was $10,052.
In December 2005, the Board of Directors approved the acceleration of vesting of
unvested stock options previously awarded to employees and officers of the Company.
As a result of this action, options to purchase 149,500 shares of common stock that
would otherwise have vested over the next one to five years became fully vested.
The decision to accelerate the vesting of these options was considered to be in the
best interest of the Companys shareholders and was made primarily to reduce
non-cash compensation expense that would have been recorded in future periods
following the adoption of FAS 123R.
J.
Income (Loss) Per Common Share Income (loss) per common share amounts are based
on the weighted average number of shares outstanding. Due to the net loss in 2005, the
assumed conversion of preferred stock and exercise of stock options and warrants are
anti-dilutive and have not been considered in the calculation of per share amounts.
K.
Statements of Cash Flows For purposes of the statements of cash flows, the
Company considers all highly liquid investments purchased with maturity of three months
or less to be cash. No such investments were purchased.
L.
Concentrations of Credit Risk The Companys cash balances, which are at times in
excess of federally insured levels, are maintained at a large regional bank and a global
investment banking group, and are continually monitored to minimize the risk of loss.
The Company grants credit to its customers, who are varied in terms of size, geographic
location and financial strength. Customer balances are continually monitored to minimize
the risk of loss.
The Company had four major customers in 2006 and 2005, which accounted for
approximately $6,435,000 and $1,534,000, respectively, of the total revenue and
$352,000 of the trade accounts receivable at December 31, 2006. The largest
customer represented over 60% of total revenues in 2006. A portion of the revenue
was attributable to an increase in a commodity raw material which can fluctuate
significantly.
M.
Use of Estimates The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Note 2.
Summary of Significant Accounting Policies (Continued)
N.
Fair Value The estimated fair value of amounts reported in the financial
statements have been determined using available market information and valuation
methodologies, as applicable (see Note 12).
O.
Revenue Recognition Revenue from product sales is recognized upon shipment to
customers. Provisions for discounts and rework costs for returns are established when
products are shipped based on historical experience. Deferred revenues represents cash
received in advance of the contract revenues earned. Revenue from contract research
provided for third parties is recognized on the percentage of completion method.
P.
Accounts Receivable The Company extends unsecured credit to customers under normal
trade agreements, which require payment within 30 days. Accounts greater than 90 days
past due, which amounted to $0 and $17,665 of net receivables for the years ended December
31, 2006 and 2005, respectively are considered delinquent. The Company does not charge
interest on delinquent trade accounts receivable. Accounts greater than one year past
due, which amount to $0 of net receivables as of December 31, 2006 and 2005 are placed on
non-accrual status. Unless specified by the customer, payments are applied to the oldest
unpaid invoice. Accounts receivable are presented at the amount billed.
Management estimates an allowance for doubtful accounts, which was $25,000 as of
December 31, 2006 and 2005. The estimate is based upon managements review of
delinquent accounts and an assessment of the Companys historical evidence of
collections. Bad debt expense of $0 and $2,337 was recognized for the years ended
December 31, 2006 and 2005, respectively as a result of this estimate. Specific
accounts are charged directly to the reserve when management obtains evidence of a
customers insolvency or otherwise determines that the account is uncollectible.
Charge-offs of specific accounts for the years ended December 31, 2006 and 2005
totaled $0 and $11,000 respectively.
Q.
Intangible Assets The Company accounts for Intangible Assets in accordance with
Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets (SFAS 142). SFAS 142 requires certain intangible assets to be tested for
impairment under certain circumstances, and written off when impaired, rather than being
amortized as previous standards required. There were no impairment adjustments for the
years ended December 31, 2006 and 2005.
R.
Recently Issued Accounting Standards
Fair Value Measurements In September 2006, the FASB issued Statement of Financial
Accounting Standards No. 157 (SFAS 157), Fair Value Measurements, effective for
the Company beginning on January 1, 2008. This Statement defines fair value,
establishes a framework for measuring fair value, and expands disclosures about fair
value measurements. This statement establishes a fair value hierarchy that
distinguishes between valuations obtained from sources independent of the entity and
those from the entitys own unobservable inputs that are not corroborated by
observable market data. SFAS 157 expands disclosures about the use of fair value to
measure assets and liabilities in interim and annual periods subsequent to initial
recognition. The disclosures focus on the inputs used to measure fair value and for
recurring fair value measurements using
Note 2.
Summary of Significant Accounting Policies (Continued)
significant unobservable inputs, the effect of the measurements on earnings or
changes in net assets for the period. The Company is currently assessing the impact
of this guidance on its financial statements.
Accounting for Uncertainty in Income Taxes In June 2006, the FASB issued FASB
Interpretation No. 48 (FIN 48) Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109 Accounting for Income Taxes. FIN 48
clarifies the accounting for uncertainty in income taxes recognized in financial
statements and prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. FIN 48 becomes effective for the Company beginning in
2007. The Company is currently evaluating the impact of its adoption on its
financial position and results of operations.
Fair Value Option for Financial Assets and Financial Liabilities In February 2007,
the FASB issued Statement of Financial Accounting Standards No. 159 (SFAS 159),
The Fair Value Option for Financial Assets and Financial Liabilities, effective
for the Company beginning on January 1, 2008. This Statement provides entities with
an option to report selected financial assets and liabilities at fair value, with
the objective to reduce both the complexity in accounting for financial instruments
and the volatility in earnings caused by measuring related assets and liabilities
differently. The Company is currently assessing the impact of this guidance on its
financial statements.
Note 3.
Inventories
Inventories consist of the following at December 31, 2006:
$
365,335
192,305
231,847
789,487
75,862
$
713,625
Note 4.
Lease Obligations
The Company leases its facilities and certain office equipment
under agreements classified as operating leases expiring through
2014. Rent expense which includes various monthly rentals for the
years ended December 31, 2006 and 2005, totaled $158,032 and
$151,920, respectively. Future minimum lease payments at December
31, 2006 are as follows:
$
101,834
101,834
113,536
109,104
109,104
285,227
$
820,639
Capital
The Company also leases certain equipment under capital leases. The future minimum
lease payments, by year, with the present value of such payments, as of December 31,
2006 is as follows:
$
91,926
86,409
79,113
26,876
284,324
67,832
216,492
70,799
$
145,693
The equipment under capital lease at December 31, 2006 is included in the
accompanying balance sheet under the following captions:
$
269,948
39,488
$
230,460
These assets are amortized over three to seven years using the straight-line method
and amortization is included in depreciation expense.
Depreciation expense totaled $27,141 and $22,637 for the years ended December 31,
2006 and 2005, respectively.
Note 5.
Related Party Notes Payable
During 2005, the Company entered into an agreement with the Estates of Edward R.
Funk and Ingeborg V. Funk. The Company was indebted to the Estates in the amount of
$289,391.92. The Estate agreed to cancel $288,000 of the indebtedness in exchange
for 144,000 shares of common stock and warrants to purchase an additional 36,000
shares of common stock at $3.00 per share exercisable until October 2010. The
Company transferred to the Estates $1,391.92 in full satisfaction of the remaining
amount of the indebtedness.
In November of 2004, a director agreed to loan the Company up to $200,000 for
working capital, to be drawn by the Company in increments of $50,000. The interest
rate was Huntington National Banks prime rate plus 2%, which accrued and compounded
monthly. The loan was secured by the Companys assets and perfected by the filing
of a UCC-1 financing statement. For each $50,000 increment drawn on the loan the
director received 5,000 warrants to purchase the Companys common stock, without par
value, at a purchase price of $2.50 per share and exercisable until November 1,
2009. The loan was drawn on the following schedule: November 3, 2004, $100,000;
January 7, 2005, $50,000; and April 1, 2005, $50,000. The loan balance (principal
and accrued interest) was repaid in October 2005 and the UCC-1 financing statement
was terminated.
In April of 2005, the same director who agreed to provide a loan to the Company in
November 2004, agreed to provide an additional $200,000 convertible secured loan to
the Company for working capital. The interest rate of 10% accrued and compounded
monthly. The loan was drawn on the following schedule: April 14, 2005, $100,000;
and May 20, 2005, $100,000. Because the Company completed equity financing of at
least $500,000 during the fourth quarter of 2005, the principal and accrued interest
totaling $209,110 automatically converted on the same basis as the new financing to
104,555 shares of common stock ($2.00 per share) and warrants to purchase an
aggregate of 26,139 shares of the Companys common stock at a purchase price of
$3.00 per share exercisable until October 2010.
Note 6.
Common and Preferred Stock
Common Stock
7,000 stock options were exercised during 2006 resulting in proceeds of $12,000.
The exercise price for these options ranged from $1.00 to $2.00.
In 2005, the Company, in a private placement to seven accredited investors sold
693,000 shares of its common stock, without par value, at a purchase price of $2.00
per share. As part of the private placement, the accredited investors also received
warrants to purchase 173,250 shares of the Companys common stock, without par
value, at a purchase price of $3.00 per share exercisable until October 2010. The
net proceeds received from the sale of common stock were $1,348,912. Of the net
proceeds, the warrants were valued at $304,484, which was recorded as additional
paid-in capital.
In April of 2005, as mentioned in note 5, a director agreed to provide a $200,000
convertible secured loan to the Company for working capital. Because the Company
completed equity financing of at least $500,000 during 2005, the principal and
accrued interest totaling $209,110 automatically converted on the same basis as the
new financing
Note 6.
Common and Preferred Stock (continued)
to 104,555 shares of common stock ($2.00 per share) and warrants to purchase 26,139
shares of the Companys common stock at a purchase price of $3.00 per share
exercisable until October 2010.
During 2005, the Company entered into an agreement with the Estate of Edward R.
Funk. The Company was indebted to the Estate in the amount of $188,411.71. The
Estate agreed to cancel $188,000 of the indebtedness in exchange for 94,000 shares
of common stock and warrants to purchase an additional 23,500 shares of common stock
at $3.00 per share exercisable until October 2010. The Company transferred to the
Estate $411.71 in full satisfaction of the remaining amount of the indebtedness.
Also, during 2005, the Company entered into an agreement with the Estate of Ingeborg
V. Funk. The Company was indebted to the Estate in the amount of $100,980.21. The
Estate agreed to cancel $100,000 of the indebtedness in exchange for 50,000 shares
of common stock and warrants to purchase an additional 12,500 shares of common stock
at $3.00 per share exercisable until October 2010. The Company transferred to the
Estate $980.21 in full satisfaction of the remaining amount of the indebtedness.
In addition, during 2005, the Company entered into an agreement with Porter, Wright,
Morris & Arthur LLP (PWMA). The Company was indebted to PWMA for legal services
rendered to the Company. PWMA agreed to cancel $90,000 of the indebtedness in
exchange for 45,000 shares of common stock and warrants to purchase an additional
11,250 shares of common stock at $3.00 per share exercisable until October 2010.
Preferred Stock
Shares of preferred stock authorized and outstanding at December 31, 2006 are as
follows:
Shares
Shares
Authorized
Outstanding
10,000
125,000
125,000
(a)
25,185
(b)
(a)
Includes 700 shares of Series A Preferred Stock and 100,000
shares of Series B Preferred Stock authorized for issuance.
(b)
Series B Preferred Stock outstanding at December 31, 2006
In June 1995, the Company completed an offering of 215 shares of $1,000 stated value
1995 Series A 10% non-voting convertible preferred stock. In January 1996, the
Company completed an offering of 70,000 shares of $10 stated value 1995 Series B 10%
non-voting convertible preferred stock. The Series A shares are convertible to
common shares at the rate of $6.00 per share and Series B shares at the rate of
$5.00 per share. At the Companys option, Series A and Series B shares are
redeemable at 103% of the stated value plus the amount of any accrued and unpaid
cash dividends.
Note 6.
Common and Preferred Stock (Continued)
The Company redeemed the Series A preferred stock in 2003. During 2006 and 2005, no
Series B cash dividends were paid. At December 31, 2006 the Company has accrued
dividends on Series B preferred stock of $100,740, which is included in convertible
preferred stock, Series B on the balance sheet at December 31, 2006.
Earnings Per Share
Basic income (loss) per share is calculated as income available to common
stockholders divided by the weighted average of common shares outstanding. Diluted
earnings per share is calculated as diluted income (loss) available to common
stockholders divided by the diluted weighted average number of common shares.
Diluted weighted average number of common shares has been calculated using the
treasury stock method for Common Stock equivalents, which includes Common Stock
issuable pursuant to stock options and Common Stock warrants.
At December 31, 2005 all outstanding common stock equivalents which include
preferred stock, Series B, employee and director stock options and warrants were
antidilutive due to the net loss.
December 31,
December 31,
2006
2005
590,750
590,250
651,987
651,987
50,370
50,370
1,293,107
1,292,607
The following is provided to reconcile the earnings per share calculations:
2006
2005
$
277,083
$
(358,405
)
3,427,236
2,665,078
555,669
3,982,905
2,665,078
Weighted
Average
Stock Options
Exercise Price
311,250
$
1.89
40,000
2.40
(23,000
)
2.00
328,250
$
1.95
42,500
3.25
(7,000
)
1.71
(20,000
)
2.13
343,750
$
2.11
328,250
$
1.95
301,250
$
1.94
Note 7.
Stock Option Plans (continued)
Non-Employee Director Stock Options
Weighted
Average
Stock Options
Exercise Price
164,000
$
2.01
100,000
3.20
(17,000
)
2.11
247,000
2.48
247,000
$
2.48
247,000
$
2.48
247,000
$
2.48
Exercise prices for options range from $1.00 to $4.00 for options at December 31,
2006. The weighted average option price for all options outstanding is $2.25 with a
weighted average remaining contractual life of 6.4 years.
The weighted average fair values at date of grant for options granted during 2006
and 2005 were $3.03 and $2.75, respectively, and were estimated using the
Black-Scholes option valuation model with the following weighted average
assumptions:
2006
2005
7.0
7.0
5
%
5
%
107.55
%
110.77
%
0
%
0
%
Note 8.
Purchase Commitments
Equipment purchases commitments approximate $636,000 at December 31, 2006.
The Company was approved for a loan from the Ohio Department of Developments
Innovation Ohio Loan Fund in the fourth quarter of 2006. This loan, in the amount
of $631,687 at an interest rate of 7.5% plus certain fees over 7 years, will be used
for the purchase of production equipment. The equipment is expected to be in
service during the second half of 2007.
In addition, estimated purchase commitments for inventories approximate $149,000
(see Note 2A) at December 31, 2006.
Note 9.
Warrants Issued and Vested
The cumulative status at December 31, 2006 of warrants issued and vested is
summarized as follows:
Issue
Expiration
Warrant
Issued
Vested
Consideration
Date
Date
Price
150,000
150,000
Jan-00
Jan-10
$2.50(c)
148,302
(a)
84,930
Jun-03
Jun-08
$1.00(d)
10,000
(b)
10,000
Jun-03
Jun-08
$1.00(d)
122,918
122,918
May-04
May-09
$2.88(d)
17,500
17,500
May-04
May-09
$2.88(d)
20,000
20,000
Nov-04
Nov-09
$2.50(d)
246,639
246,639
Oct-05
Oct-10
$3.00(d)
(a)
The Company issued 148,302 warrants to purchase common stock
of the Company subject to vesting. As a result of the conversion of the
promissory notes on May 13, 2004, no additional vesting accrued and the number
of shares of common stock issuable under the warrants is fixed at 84,930.
(b)
The Company issued 10,000 warrants to purchase common stock
of the Company subject to vesting. The warrants vested according to the
following schedule: (i) 4,600 on the date of grant; and (ii) 5,400 vested at a
rate of 150 per month for 36 months.
(c)
At fair market value.
(d)
Above fair market value.
Note 10.
Income Taxes
Deferred tax assets and liabilities result from temporary differences in the
recognition of income and expense for tax and financial reporting purposes.
Significant components of the Companys deferred tax assets and liabilities are as
follows at December 31, 2006.
$
2,242,000
13,000
10,000
29,000
(42,000
)
2,252,000
2,252,000
$
Note 10.
Income Taxes (continued)
A valuation allowance has been recorded against the realizability of the net
deferred tax asset, such that no value is recorded for the asset in the accompanying
financial statements. The valuation allowance totaled $2,252,000 and $2,517,000 at
December 31, 2006 and 2005, respectively.
The Company has net operating loss carryovers available for federal and state tax
purposes of approximately $5,898,000, which expire in varying amounts through 2026.
For the years ended December 31, 2006 and 2005, a reconciliation of the statutory
rate and effective rate for the provisions for income taxes consists of the
following:
Percentage
2006
2005
34.0
34.0
(34.0
)
(34.0
)
%
%
The expense (benefit) for income taxes consists of the following:
2006
2005
$
$
(223,000
)
142,000
(42,000
)
(7,000
)
265,000
(135,000
)
$
$
Note 11.
Related Party Transactions
The Company had trade payables, shareholders of $7,920 at December 31, 2004,
pertaining to reimbursement for purchase of goods and services obtained for Company
purposes. In 2005 the Estate of the shareholder agreed to cancel the indebtedness
in exchange for 3,960 shares of common stock and warrants to purchase an additional
990 shares of common stock at $3.00 per share exercisable until October 2010.
Note 11.
Related Party Transactions (continued)
Interest expense, shareholders was $0 and $70,684 for the years ended December 31,
2006 and 2005, respectively.
For additional information regarding related party transactions, see Notes 5, 6 and
9.
Note 12.
Fair Value of Financial Instruments
The fair value of financial instruments represents the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced sale or liquidation. Significant differences can arise
between the fair value and carrying amount of financial instruments that are
recognized at historical cost amounts.
The following methods and assumptions were used by the Company in estimating fair
value disclosures for financial instruments:
Cash and cash equivalents, short-term debt and current maturities of
long-term debt: Amounts reported in the balance sheet approximate fair market
value due to the short maturity of these instruments.
Long-term capital lease obligations: Amounts reported in the balance sheet
approximate fair value as the interest rates on these obligations range from
7.8% to 18.5%.
Note 13.
Asset Retirement Obligation
Included in machinery and equipment is various production equipment, which per the
Companys building lease, is required to be removed upon termination of the lease.
Included in accrued expenses in the accompanying balance sheet is the asset
retirement obligation that represents the expected present value of the liability to
remove this equipment. There are no assets that are legally restricted for purposes
of settling this asset retirement obligation.
Following is a reconciliation of the aggregate retirement liability associated with
the Companys obligation to dismantle and remove the machinery and equipment
associated with its lease of its previous facility and the current facility. The
Company moved to its current facility in first quarter 2004.
$
2,410
3,312
$
5,722