FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration Statement No. 333-189006
Dated August 2, 2013
ISSUER FREE WRITING PROSPECTUS DATED AUGUST 2, 2013
This free writing prospectus should be read together with the preliminary prospectus dated August 2, 2013 related to this offering and included in Amendment No. 3 to the Registration Statement on Form S–1 (File No. 333–189006) (the “Preliminary Prospectus”). The following information supplements and/or updates the information contained in the Preliminary Prospectus. You should read the entire Preliminary Prospectus carefully, including the section entitled “Risk Factors” and the financial statements and related notes contained in, or incorporated by reference into, the Preliminary Prospectus, before deciding to invest in this offering.
Preliminary Unaudited Financial Information for the Quarter Ended June 29, 2013
Superconductor Technologies Inc. (the “Company”) is providing the following preliminary financial information for the fiscal quarter ended June 29, 2013 for informational purposes in connection with the filing of the Preliminary Prospectus. The information contained in this free writing prospectus is preliminary, unaudited and subject to finalization in the Company’s normal quarterly reporting process. As previously announced, the Company will release its final earnings results before the market opens on Tuesday, August 13, 2013, followed that same day by a conference call to discuss results and simultaneous webcast at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time.
About Superconductor Technologies Inc. (STI)
Superconductor Technologies Inc., headquartered in Austin, TX, has been a world leader in HTS materials since 1987, developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. For more than a decade, STI has been providing innovative interference elimination and network enhancement solutions to the commercial wireless industry. The company is currently leveraging its key enabling technologies, including RF filtering, HTS materials and cryogenics to develop energy efficient, cost-effective and high performance second generation (2G) HTS wire for existing and emerging power applications, to develop applications for advanced RF wireless solutions and innovative adaptive filtering, and for government R&D. Superconductor Technologies Inc.’s common stock is listed on the NASDAQ Capital Market under the ticker symbol “SCON.” For more information about STI, please visit http://www.suptech.com.
SUPERCONDUCTOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 29, 2013 | June 30, 2012 | June 29, 2013 | June 30, 2012 | |||||||||||||
| Net revenues: |
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| Net commercial product revenues |
$ | 555,000 | $ | 529,000 | $ | 1,331,000 | $ | 873,000 | ||||||||
| Government and other contract revenues |
— | 67,000 | — | 122,000 | ||||||||||||
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| Total net revenues |
555,000 | 596,000 | 1,331,000 | 995,000 | ||||||||||||
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| Costs and expenses: |
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| Cost of commercial product revenues |
394,000 | 1,078,000 | 620,000 | 1,922,000 | ||||||||||||
| Cost of government and other contract revenue |
— | 43,000 | — | 95,000 | ||||||||||||
| Research and development |
1,411,000 | 1,314,000 | 2,849,000 | 2,475,000 | ||||||||||||
| Selling, general and administrative |
1,130,000 | 1,604,000 | 2,475,000 | 2,952,000 | ||||||||||||
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| Total costs and expenses |
2,935,000 | 4,039,000 | 5,944,000 | 7,444,000 | ||||||||||||
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| Loss from operations |
(2,380,000 | ) | (3,443,000 | ) | (4,613,000 | ) | (6,449,000 | ) | ||||||||
| Other Income and Expense: |
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| Loss in joint venture investment in Resonant LLC |
(56,000 | ) | — | (238,000 | ) | — | ||||||||||
| Other income |
— | 21,000 | 6,000 | 37,000 | ||||||||||||
| Interest Income |
— | 3,000 | 1,000 | 5,000 | ||||||||||||
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| Net loss |
$ | (2,436,000 | ) | $ | (3,419,000 | ) | $ | (4,844,000 | ) | $ | (6,407,000 | ) | ||||
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| Basic and diluted loss per common share |
$ | (0.54 | ) | $ | (1.03 | ) | $ | (1.12 | ) | $ | (2.04 | ) | ||||
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| Basic and diluted weighted average number of common shares outstanding |
4,521,731 | 3,325,383 | 4,337,905 | 3,145,097 | ||||||||||||
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SUPERCONDUCTOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 29, | December 31, | |||||||
| 2013 | 2012 | |||||||
| (Unaudited) | (See Note) | |||||||
| ASSETS | ||||||||
| Current Assets: |
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| Cash and cash equivalents |
$ | 1,613,000 | $ | 3,634,000 | ||||
| Accounts receivable, net |
232,000 | 122,000 | ||||||
| Inventory, net |
107,000 | 51,000 | ||||||
| Prepaid expenses and other current assets |
334,000 | 315,000 | ||||||
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| Total Current Assets |
2,286,000 | 4,122,000 | ||||||
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| Property and equipment, net of accumulated depreciation of $19,994,000 and $19,445,000, respectively |
5,868,000 | 6,242,000 | ||||||
| Patents, licenses and purchased technology, net of accumulated amortization of $2,400,000 and $2,367,000, respectively |
806,000 | 889,000 | ||||||
| Other assets |
504,000 | 776,000 | ||||||
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| Total Assets |
$ | 9,464,000 | $ | 12,029,000 | ||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: |
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| Accounts payable |
$ | 541,000 | $ | 603,000 | ||||
| Accrued expenses |
687,000 | 460,000 | ||||||
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| Total Current Liabilities |
1,228,000 | 1,063,000 | ||||||
| Other long term liabilities |
547,000 | 674,000 | ||||||
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| Total Liabilities |
1,775,000 | 1,737,000 | ||||||
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| Stockholders’ Equity: |
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| Preferred stock, $.001 par value, 2,000,000 shares authorized, 536,520 and 564,642 shares issued and outstanding, respectively |
1,000 | 1,000 | ||||||
| Common stock, $.001 par value, 250,000,000 shares authorized, 4,751,284 and 4,193,690 shares issued and outstanding, respectively |
5,000 | 4,000 | ||||||
| Capital in excess of par value |
274,471,000 | 272,231,000 | ||||||
| Accumulated deficit |
(266,788,000 | ) | (261,944,000 | ) | ||||
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| Total Stockholders’ Equity |
7,689,000 | 10,292,000 | ||||||
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| Total Liabilities and Stockholders’ Equity |
$ | 9,464,000 | $ | 12,029,000 | ||||
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Note – December 31, 2012 balances were derived from audited consolidated financial statements.
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SUPERCONDUCTOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | ||||||||
| June 29, 2013 | June 30, 2012 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net loss |
$ | (4,844,000 | ) | $ | (6,407,000 | ) | ||
| Adjustments to reconcile net loss to net cash used for operating activities: |
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| Depreciation and amortization |
589,000 | 130,000 | ||||||
| Stock-based compensation expense |
296,000 | 595,000 | ||||||
| Write-off of intangibles |
87,000 | 87,000 | ||||||
| Provision for excess and obsolete inventories |
— | 182,000 | ||||||
| Gain on disposal of property and equipment |
(6,000 | ) | (37,000 | ) | ||||
| Equity loss from Resonant LLC |
238,000 | — | ||||||
| Changes in assets and liabilities: |
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| Accounts receivable |
(110,000 | ) | (222,000 | ) | ||||
| Inventories |
(56,000 | ) | 276,000 | |||||
| Prepaid expenses and other current assets |
(18,000 | ) | (89,000 | ) | ||||
| Patents and licenses |
(38,000 | ) | (115,000 | ) | ||||
| Other assets |
34,000 | 5,000 | ||||||
| Accounts payable, accrued expenses and other current liabilities |
37,000 | 139,000 | ||||||
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| Net cash used in operating activities |
(3,791,000 | ) | (5,456,000 | ) | ||||
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| CASH FLOWS FROM INVESTING ACTIVITIES: |
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| Purchases of property and equipment |
(181,000 | ) | (1,863,000 | ) | ||||
| Net proceeds from sale of property and equipment |
6,000 | 37,000 | ||||||
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| Net cash used in investing activities |
(175,000 | ) | (1,826,000 | ) | ||||
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| CASH FLOWS FROM FINANCING ACTIVITIES: |
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| Repurchase of common shares for withholding obligations |
— | (134,000 | ) | |||||
| Net proceeds from the sale of common stock |
1,945,000 | 6,621,000 | ||||||
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| Net cash provided by financing activities |
1,945,000 | 6,487,000 | ||||||
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| Net decrease in cash and cash equivalents |
(2,021,000 | ) | (795,000 | ) | ||||
| Cash and cash equivalents at beginning of period |
3,634,000 | 6,165,000 | ||||||
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| Cash and cash equivalents at end of period |
$ | 1,613,000 | $ | 5,370,000 | ||||
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# # #
Important Note
The Company has filed a Registration Statement (including a Preliminary Prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. This Registration Statement has not been declared effective. This information is provided solely for informational purposes and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities.
Before you invest, you should read the Preliminary Prospectus in that Registration Statement and the other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company or the underwriter will arrange to send you the Preliminary Prospectus contained in the Registration Statement if you request it by calling Ladenburg Thalmann & Co. Inc., at (212) 409-2000.
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