<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
FOR THE THREE MONTH PERIOD ENDED MARCH 28, 1997 OR
| | 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 #0-11915
CONDUCTUS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0162388
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
969 W. Maude Avenue, Sunnyvale California 94086
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(408) 523-9950
- -----------------------------------------------------------------------------
(Registrants Telephone Number, including area code)
Not Applicable
- -----------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 Yes X No
--- ---
Common shares outstanding at April 30, 1997: 6,855,208
Total pages: 16
Index to Exhibits to be found on page 14
-1-
<PAGE>
CONDUCTUS, INC.
Index
PART I: FINANCIAL INFORMATION PAGE
--------------------- ----
ITEM 1 FINANCIAL STATEMENTS
Condensed Balance Sheets at March 31, 1997
and December 31, 1996 3
Statements of Operations
for the Three Months Ended
March 31, 1997 and 1996 4
Statements of Cash Flows
for the Three Months Ended
March 31, 1997 and 1996 5
Notes to Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. 9
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS 12
ITEM 2: CHANGES IN SECURITIES 12
ITEM 3: DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 12
ITEM 5: OTHER INFORMATION 12
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 12
Signatures 13
Exhibit Index 14
Exhibits...... Statements of Computation of Loss Per Share 16
-2-
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONDUCTUS, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------------- ----------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,333,468 $ 1,119,991
Short-term investments 5,597,981 6,516,401
Accounts receivable, net 2,808,814 3,756,586
Inventories 1,439,881 1,220,873
Prepaid expenses and other assets 513,895 397,556
----------------- ----------------
Total current assets 11,694,039 13,011,407
Property and equipment, net 2,980,786 2,941,685
Other assets 122,763 127,763
----------------- ----------------
Total assets $14,797,588 $16,080,855
----------------- ----------------
----------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,185,618 $1,119,330
Accounts payable 1,954,466 1,710,762
Other accrued liabilities 788,425 1,045,916
----------------- ----------------
Total current liabilities 3,928,509 3,876,008
Long-term debt, net of current portion 891,435 1,021,781
----------------- ----------------
Total liabilities 4,819,944 4,897,789
----------------- ----------------
Stockholders' equity:
Common stock 701 683
Additional paid-in capital 40,566,151 40,405,381
Unrealized gain on investments, net 655 3,808
Accumulated deficit (30,589,863) (29,226,806)
----------------- ----------------
Total stockholders' equity 9,977,644 11,183,066
----------------- ----------------
Total liabilities and stockholders'
equity $14,797,588 $16,080,855
----------------- ----------------
----------------- ----------------
</TABLE>
See accompanying notes.
3
<PAGE>
CONDUCTUS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
------------------------------
MARCH 31, MARCH 31,
1997 1996
--------------- --------------
<S> <C> <C>
Revenues:
Contract $ 2,272,586 $ 2,213,762
Product sales 867,044 397,497
--------------- --------------
Total revenue 3,139,630 2,611,259
Costs and expenses:
Cost of product sales 435,073 256,300
Research and development 2,977,954 2,743,131
Selling, general and administrative 1,125,359 1,006,518
--------------- --------------
Total costs and expenses 4,538,386 4,005,949
--------------- --------------
Loss from operations (1,398,756) (1,394,690)
Interest income 96,715 27,329
Other income (expense) (4,079) 24,521
Interest expense (56,936) (36,286)
--------------- --------------
Net loss $ (1,363,056) $ (1,379,126)
--------------- --------------
--------------- --------------
Net loss per common share $ (0.20) $ (0.24)
--------------- --------------
--------------- --------------
Shares used in computing per share amounts 6,841,013 5,707,736
--------------- --------------
--------------- --------------
</TABLE>
See accompanying notes.
-4-
<PAGE>
CONDUCTUS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------
MARCH 31, MARCH 31,
1997 1996
-------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,363,056) $ (1,379,126)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 225,796 245,592
(Increase) decrease in:
Accounts receivable 947,772 283,585
Inventories (219,008) (290,010)
Prepaid expenses and other current assets
(116,339) 134,249
Other assets 1,319 (2,260)
Decrease in:
Accounts payable and other accrued liabilities (13,787) (52,995)
-------------- ------------
Net cash used in operating activities (537,303) (1,060,965)
-------------- ------------
Cash flows from investing activities:
Proceeds from sales of short-term investments 11,599,336 4,132,703
Purchases of short-term investments (10,684,069) (2,780,267)
Acquisition of property and equipment (252,216) (252,258)
Proceeds from sales of assets 29,196
-------------- ------------
Net cash provided by investing
activities 663,051 1,129,374
-------------- ------------
Cash flows from financing activities:
Proceeds from borrowings 207,573 405,620
Net proceeds from issuance of common stock 151,787 34,443
Principal payments on long-term debt (271,631) (171,934)
Principal payments under capital lease obligations (26,645)
-------------- ------------
Net cash provided by financing
activities 87,729 241,484
-------------- ------------
Net increase in cash and cash
equivalents 213,477 309,893
Cash and cash equivalents at beginning of period 1,119,991 272,410
-------------- ------------
Cash and cash equivalents at end of period $ 1,333,468 $ 582,303
-------------- ------------
-------------- ------------
</TABLE>
See accompanying notes.
-5-
<PAGE>
CONDUCTUS, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
FISCAL YEAR:
The Company uses a 52-53 week fiscal year ending on the last
Friday of the month. For convenience of presentation, the
accompanying financial statements have been shown as ending on
the last day of the calendar month of each applicable period.
UNAUDITED INTERIM FINANCIAL INFORMATION:
The accompanying unaudited interim financial statements have
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and
footnote disclosure normally included in the financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant
to such rules and regulations, although management believes
that the disclosures are adequate to make the information
presented not misleading. The unaudited financial statements
as of March 31, 1997 and for the three months ended March 31,
1997 and 1996 include, in the opinion of management, all
adjustments, consisting of normal recurring adjustments,
necessary to present fairly the financial information set
herein. The results of operations for the interim periods are
not necessarily indicative of the results to be expected for
an entire year. The December 31, 1996 balance sheet was
derived from audited financial statements, but does not
include all disclosures required by generally accepted
accounting principles.
INVENTORIES:
Inventories are stated at the lower of cost (determined on a
first-in, first-out basis) or market. Appropriate
consideration is given to obsolescence, excessive levels and
other factors in evaluating net realizable value.
COMPUTATION OF NET LOSS PER COMMON SHARE:
Net loss per common share is based upon the weighted average
number of common and common equivalent shares outstanding.
Common equivalent shares are included in the per share
calculations where the effect of their inclusion would be
dilutive.
-6-
<PAGE>
RECENT PRONOUNCEMENTS:
In March 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 128 (SFAS 128) "Earnings Per Share", and Statement No. 129
(SFAS 129) "Disclosures of Information About Capital Structure". These
statements are expected to be effective for the Company's first quarter in
1998 and will require a revised presentation of earnings per share. Early
adoption of the new standards is not permitted and apart from the impact on
earnings per share, the impact will not be material to the Company's
financial position or results of operations.
-7-
<PAGE>
2. INVESTMENTS
Investments are summarized below:
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------------------- --------------------------
Cost Market Cost Market
Basis Basis Basis Value
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Debt securities:
Corporate bonds $2,359,442 $2,356,504 $2,356,259 $2,359,453
Preferred bonds 1,000,000 1,000,000 2,000,000 2,000,000
Commercial paper 2,163,512 2,167,105 2,078,596 2,079,210
Accrued interest 28,127 28,127 59,193 59,193
Other 46,245 46,245 18,545 18,545
------------------------------------------------------
5,597,326 5,597,981 6,512,593 6,516,401
Allowance for unrealized gain 655 -- 3,808 --
------------------------------------------------------
Total $5,597,981 $5,597,981 $6,516,401 $6,516,401
------------------------------------------------------
------------------------------------------------------
</TABLE>
3. INVENTORIES:
Inventories, net of reserves at March 31, 1997 and December
31, 1996 of $104,000 and $81,000, respectively, comprise:
March 31, 1997 December 31, 1996
------------------ ----------------------
Raw materials $ 415,130 $ 393,464
Work in process 950,083 728,603
Finished goods 74,668 98,806
------------------ ----------------
$1,439,881 $1,220,873
------------------ ----------------
------------------ ----------------
4. LONG TERM DEBT:
In December 1996, the Company obtained a $1,000,000 credit
facility with a financial institution primarily to finance
costs associated with the acquisition of equipment.
Borrowings are at the bank's prime rate plus 1.0% (9.5% at
March 31, 1997) with interest paid monthly, and are
collateralized by the related equipment. Principal
installments commence July 31, 1997 for a thirty month period.
At March 31, 1997, approximately $622,000 was available under
the credit facility.
-8-
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
THIS REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT
MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSED IN "RISK FACTORS" IN PART 1 OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K AT AND FOR THE YEAR ENDED DECEMBER 31, 1996 AND IN THE FINAL PROSPECTUS
DATED JUNE 26, 1996 INCLUDED AS PART OF THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-1 (NO. 333-3815). THE FOLLOWING DISCUSSION SHOULD BE READ IN
CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES THERETO APPEARING
ELSEWHERE IN THIS FORM 10-Q.
Conductus develops, manufactures and markets electronic components and
systems based on superconductors for applications in the communications,
healthcare and instrumentation markets. As of March 31, 1997, Conductus had
accumulated losses of approximately $30,590,000 and expects to incur
additional losses at least through 1997 due to the Company's planned
expansion of operations. Conductus, alone or with collaborative partners,
must successfully develop, manufacture, introduce and market its potential
products in order to achieve profitability. Conductus does not expect to
recognize meaningful product sales until it successfully develops and
commercializes superconductive components, systems and subsystems that
address significant market needs.
RESULTS OF OPERATIONS FOR THE PERIODS ENDED MARCH 31, 1997 AND 1996
The Company's total revenues increased to $3,140,000 for the first quarter of
1997, a 20% increase over the $2,611,000 for the same period in 1996. Total
revenue consists primarily of contract revenue and, to a lesser extent,
product sales. Revenues under U.S. government research and development
contracts increased to $2,273,000 in the period from $2,214,000 in the same
period in the prior year and represented 72% and 85% of total revenue for the
periods, respectively. At March 31, 1997, Conductus had a backlog of
$2,775,000 under existing U.S. government contracts, most of which is to be
performed in the next 12 months, and $8,368,000 in awards from U.S.
government agencies for which such agencies had not yet entered into research
contracts with the Company. The recognition of revenue and receipt of
payment pursuant to these contracts and awards are subject to numerous risks.
Revenues from sales of large-scale superconducting magnetic systems, SQUIDs,
HTS thin films and other products increased to $867,000 in the first quarter
of 1997, a 118% increase over the $397,000 of product sales in same period in
the prior year. This increase is primarily related to increased sales of
superconducting sensors. Conductus does not expect to recognize significant
product sales until it successfully develops and commercializes
superconductive components and systems addressing significant markets.
-9-
<PAGE>
Cost of product sales increased to $435,000 for the first quarter of 1997, a
70% increase over the $256,000 for the same period in 1996. The increase in
cost of product sales was directly related to increased product sales. Gross
margins increased to 50% in the first quarter of 1997 from 36% in the prior
year. The increase reflects changes in commercial product mix for the first
quarter of 1997. Large systems margins may vary based on options included
and may have downward impacts on margins as demonstrated in the prior year.
Costs of contract revenues are included in research and development expenses.
Research and development expenses increased to $2,978,000 in the first
quarter of 1997, a 9% increase over the $2,743,000 for the same period in
1996. The increase is partly attributable to increased expenditures for the
development of commercial products, particularly addressing the wireless
markets, cellular and PCS. The contract cost portion increased marginally
from period to period as a result of increased contract revenues in the first
quarter of 1997 compared to the first quarter of 1996. The Company expects
to continue to incur significant research and development expenses as it
seeks to market additional products.
Selling, general and administrative expenses increased to $1,125,000 for the
first quarter of 1997, a 12% increase over the $1,007,000 for the same period
in 1996. These costs increased in 1997 compared to the prior year due to
increased sales and marketing, recruiting and manufacturing expenses, as well
as consulting costs for business development activities. Headcount increased
to 124 at March 31, 1997 from 106 at March 31, 1996.
The Company's total operating expenses increased to $4,538,000 for the first
quarter in 1997, a 13% increase over the $4,006,000 for the same period in
1996 for the reasons described above.
Interest income was $97,000 in the first quarter period of 1997 compared to
$27,000 during the same period in 1996. Such increase is primarily due to
increased cash and investments received in connection with the Company's
financing activities in 1996. Interest charges increased on the Company's
debt financing to approximately $57,000 in the first quarter of 1997 compared
to $36,000 for the same period in 1996, due to purchases of capital
equipment.
The Company has not paid income taxes since inception due to its cumulative
operating losses.
-10-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company had financed its operations since inception primarily through
$13,251,000 in net proceeds from its initial public offering of Common Stock
in August 1993, $9,892,000 in net proceeds from its follow-on public offering
of Common Stock in June of 1996, $14,645,000 raised in private placement
financings, $35,279,000 from U.S. government contracts, $5,854,000 in
aggregate borrowings under three equipment lease lines of credit and
equipment term loans and $3,516,000 in interest income. As of March 31,
1997, the Company's aggregate cash, cash equivalents and short-term
investments totaled $6,931,000.
Net cash used in operations was $537,000 for the first quarter period of 1997
as compared to $1,061,000 for the same period in 1996. The decrease in net
cash used in operating activities in the first quarter of 1997 from the same
quarter of the prior year was primarily due to continued operating losses, as
well as by the offset of significant decreases in accounts receivables by
increases in current liabilities and inventory. The Company anticipates that
its accounts receivable from revenues under U.S. government contracts and
product sales, as well as inventories, may increase during 1997. Such
increases will result in the use of additional cash in operating activities.
Net cash from investing activities was $663,000 for the first quarter of 1997
compared to $1,129,000 for the first quarter of 1996. During both quarters,
net cash was provided by net reductions in short-term investments, offset to
some extent by purchases of property and equipment.
Net cash from financing activities was $88,000 for the first quarter of 1997
compared to net cash used in financing activities of $241,000 in the first
quarter of prior year. Net cash provided by financing activities in the
first quarter of 1997 were primarily due to borrowings under the Company's
equipment term loan and proceeds from insuance of common stock offset by
principal payments under long term debt.
The Company to date has received limited revenues from product sales. The
development of the Company's potential products will require a commitment of
substantial funds to conduct further research and development and testing of
its potential products, to establish commercial-scale manufacturing and to
market any resulting products. The Company expects to use approximately
$1.0M of cash to support its current manufacturing and equipment requirements
in 1997. The actual amount of the Company's future capital requirements will
depend on many factors that affects its business. Conductus anticipates that
its existing available cash should be adequate to fund the Company's
operations at least through 1997. There can be no assurance that additional
funding will be available on acceptable terms or at all, if required.
In March 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 128 (SFAS 128) "Earnings Per Share", and Statement No. 129
(SFAS 129) "Disclosures of Information About Capital Structure". These
statements are expected to be effective for the Company's first quarter in
1998 and will require a revised presentation of earnings per share. Early
adoption of the new standards is not permitted and apart from the impact on
earnings per share, the impact will not be material to the Company's
financial position or results of operations.
-11-
<PAGE>
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS - NOT APPLICABLE.
ITEM 2: CHANGES IN SECURITIES - NOT APPLICABLE.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES - NOT APPLICABLE.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS - NOT APPLICABLE.
ITEM 5: OTHER INFORMATION - NOT APPLICABLE.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS - SEE BELOW
(B) REPORTS ON FORM 8-K - NOT APPLICABLE.
-12-
<PAGE>
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.
CONDUCTUS, INC
Registrant
Dated May 12, 1997 /S/ William J. Tamblyn
-------------------------------------
William J. Tamblyn
Chief Financial Officer and
Duly Authorized Officer
/S/ Charles E. Shalvoy
-------------------------------------
Charles E. Shalvoy
President and Chief Executive
Officer and Duly Authorized Officer
-13-
<PAGE>
CONDUCTUS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
<S> <C>
2.1(1) Stock Exchange Agreement dated as of May 28, 1993 between the
Registrant and Tristan Technologies, Inc. ("Tristan").
3.3(2) Restated Certificate of Incorporation.
3.5(1) Restated Bylaws of Registrant.
4.2(1) Warrant dated December 1, 1988 by the Registrant in favor of Comdisco,
Inc.("Comdisco").
4.7(1) Warrant dated January 5, 1993 by the Registrant in favor of Comdisco.
10.1(1) Second Amended and Restated Registration Rights Agreement dated
June 3, 1993.
10.2(1) Form of Modification Agreement to be entered into among the Registrant
and certain of its warrantholders.
10.3(1)+ Coordinated Research Program Agreement dated October 14, 1988 and
Amendment dated May 26, 1991 between the Registrant and
Hewlett-Packard Company ("H-P"), as amended by the Agreement Between
Registrant and Hewlett-Packard Company dated June 2, 1993.
10.4(1)+ Consortium for Superconducting Electronics Participation Agreement
dated October 20, 1989 and Supplemental Agreement dated October 21,
1991 among the Registrant, American Telephone and Telegraph Company,
International Business Machines Incorporated, MIT-Lincoln Laboratory
and Massachusetts Institute of Technology.
10.5(1) Cooperation Agreement dated March 2, 1992 between the Registrant and
TRW, Inc.
10.7(1) Collaborative Research Agreement among the Registrant, TRW, H-P,
Stanford University and University of California, Berkeley.
10.7.1(4)+ Joint Development and Licensing Agreement dated August 31, 1994
between the Registrant and Varian.
10.7.2(6) Joint Development Agreement dated December 14, 1995 between the
Registrant and Siemens Aktiengesellschaft Medical Engineering Group.
10.7.3(6)+ Superconducting Filter Technology Joint Development Agreement
dated April 25, 1996 between the Registrant and Lucent Technologies Inc.
10.7.4(7) Collaboration Agreement between Registrant and CTI and Agreement for
Joint Development Project for Cryogenic Interconnect Package for NMR Probe
between Registrant and CTI, both dated September 19, 1995.
10.7.5(7) High Temperature Superconductor Thin-Film Manufacturing Alliance
Agreement among Registrant, Superconductor Technologies, Inc., Stanford
University, Georgia Research Corporation, Microelectronic Control and
Sensing Incorporated, IBIS, Focused Research and BDM Federal dated November
17, 1995.
10.8(1) Master Equipment Lease Agreement dated November 18, 1988 between the
Registrant and Comdisco, as amended to date.
10.16(1) Lease Agreement and Letter Agreement dated February 13, 1989 between
the Registrant and Mozart-McKee Limited Partnership for part of the
Sunnyvale facilities.
10.17(1) Lease Agreement dated May 3, 1993 between the Registrant and Mozart-McKee
Limited Partnership for part of the Sunnyvale facilities.
10.18(1) Standard Industrial Lease between Tristan and GWR Instruments, Inc.
dated September 10, 1991.
10.19(1) 1992 Stock Option/Stock Purchase Plan.
10.20(1) Amended 1989 Stock Option Plan.
10.21(1) 1987 Stock Option Plan.
10.22(1) Form of Indemnification Agreement between the Registrant and each of
its directors and officers.
10.23(2) Exclusive Distributor Agreement between Registrant and Niki Glass Co.,
Ltd. dated as of February 2, 1994.
10.24(4) Lease Agreement dated December 8, 1994 between Registrant and Mozart-McKee
Limited Partnership for Sunnyvale facilities.
10.25(4) Business Loan Agreement dated August 15, 1994 between Registrant and
Silicon Valley Bank for working capital credit facility and term loan
facility.
-14-
<PAGE>
10.26(4) Employment Agreement dated May 3, 1994 between Registrant and Mr.
Charles E. Shalvoy.
10.28(3) Conductus, Inc. 1994 Employee Stock Purchase Plan.
10.29(5) Business Loan Agreement dated March 8, 1996 between Registrant and
Silicon Valley Bank for working capital credit facility and term loan
facility.
10.30(8) Business Loan Agreement dated December 27, 1996 between Registrant and
Silicon Valley Bank for working capital credit facility and term loan
facility.
11.1 Statements of computation of loss per share.
21.1(1) Subsidiary of the Registrant.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney.
27.1 Financial Data Schedule
(1) Incorporated herein by reference from the same numbered exhibits filed with
the Company's Registration Statement on Form S-1 (Number 33-64020), as
amended.
(2) Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1993 Annual Report on Form 10-K.
(3) Incorporated herein by reference from exhibit number 99.1 to the Company's
Registration Statement on a Form S-8 filed with the SEC Commission on
August 5, 1994.
(4) Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1994 Annual Report on Form 10-K.
(5) Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1995 Annual Report on Form 10K.
(6) Incorporated herein by reference from the same numbered exhibit filed with
the Company's Registration Statement on Form S-1 (Number 333-3815), as
amended, on May 10, 1996.
(7) Incorporated herein by reference from the same numbered exhibit filed with
Amendment No. 2 to the company's Registration Statement on Form S-1 (Number
333-3815) on June 17, 1996.
(8) Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1996 Annual Report on Form 10K.
+ Confidential treatment granted or requested as to certain portions of these
exhibits.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the fiscal
year covered by this Form 10-K Annual Report.
(c) Exhibits
See responses to Item 14(a)(3) above.
(d) Financial Statement Schedules
None required, except as indicated in response to Item 14(a)(2) above.
</TABLE>
-15-
<PAGE>
EXHIBIT 11.1
CONDUCTUS, INC.
STATEMENTS OF COMPUTATION OF LOSS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
For the Three Months Ended
------------------------------
March 31, March 31,
1997 1996
------------------------------
Net loss $(1,363) $(1,379)
----------- ------------
Weighted average number of
shares outstanding 6,841 5,708
----------- ------------
Common and common equivalent
shares used in computing
per share amounts 6,841 5,708
----------- ------------
----------- ------------
Net loss per share $ (0.20) $(0.24)
----------- ------------
----------- ------------
-16-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,333,468
<SECURITIES> 5,597,981
<RECEIVABLES> 2,808,814
<ALLOWANCES> 0
<INVENTORY> 1,439,881
<CURRENT-ASSETS> 11,694,039
<PP&E> 2,980,786
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,797,588
<CURRENT-LIABILITIES> 3,928,509
<BONDS> 0
0
0
<COMMON> 701
<OTHER-SE> 40,566,151
<TOTAL-LIABILITY-AND-EQUITY> 14,797,588
<SALES> 867,044
<TOTAL-REVENUES> 3,139,630
<CGS> 435,073
<TOTAL-COSTS> 4,538,386
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
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