10-Q January 1998
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 quarterly period ended January 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8696
COMPETITIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2664428
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1960 Bronson Road
P.O. Box 340
Fairfield, Connecticut 06430
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (203) 255-6044
N/A
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 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. Yes X . No .
Common Stock outstanding as of March 1, 1998 5,974,311 shares
Exhibit Index on sequentially numbered page 19 of 21.
Page 1 of 21 sequentially numbered pages
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1. Condensed Financial Statements
A. Financial Statements
Consolidated Balance Sheets at
January 31, 1998 and July 31, 1997 3
Consolidated Statements of Operations for the
three months ended January 31, 1998 and 1997 4
Consolidated Statements of Operations for
the six months ended January 31, 1998 and 1997 5
Consolidated Statement of Changes in
Shareholders' Interest for the six
months ended January 31, 1998 6
Consolidated Statements of Cash Flows for the
six months ended January 31, 1998 and 1997 7
Notes to Consolidated Financial Statements 8-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11-18
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 18
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 19
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
PART I. FINANCIAL INFORMATION
<TABLE>
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
January 31, 1998 and July 31, 1997
(Unaudited)
<CAPTION>
January 31, July 31,
1998 1997
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 260,934 $ 930,592
Short-term investments, at market 2,122,934 2,534,413
Receivables, including $100,626 and $19,241
receivable from related parties in
January and July, respectively 2,121,072 1,404,035
Prepaid expenses and other current assets 71,496 115,537
Total current assets 4,576,436 4,984,577
Property and equipment, net 218,710 228,297
Investments 421,318 394,451
Intangible assets acquired, principally
licenses and patented technologies, net 1,513,350 1,582,686
Other assets -- 13,469
TOTAL ASSETS $ 6,729,814 $ 7,203,480
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable, including $1,472 and
$4,258 payable to related parties
in January and July, respectively $ 79,596 $ 87,644
Accrued liabilities 1,581,964 1,290,825
Current portion of purchase obligation 293,780 550,000
Total current liabilities 1,955,340 1,928,469
Noncurrent portion of purchase obligation,
net of unamortized discount of $41,295 -- 260,265
Commitments and contingencies
Shareholders' interest:
5% preferred stock, $25 par value 60,675 60,675
Common stock, $.01 par value 59,960 59,518
Capital in excess of par value 25,559,506 25,218,106
Treasury stock (common), at cost:
21,784 and 15,346 shares in January
and July, respectively (171,544) (98,511)
Net unrealized holding gains on
available-for-sale securities -- 7,802
Accumulated deficit (20,734,123) (20,232,844)
Total shareholders' interest 4,774,474 5,014,746
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 6,729,814 $ 7,203,480
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
<TABLE>
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the three months ended January 31, 1998 and 1997
(Unaudited)
<CAPTION>
1998 1997
<S> <C> <C>
Revenues:
Retained royalties $ 813,084 $ 617,098
Revenues under service contracts
and grants, including $60,823,
and $28,488 from related parties in
1998 and 1997, respectively 178,072 141,626
991,156 758,724
Costs of technology management
services 442,578 621,460
General and administration expenses,
of which $2,297 and $13,973
were paid to related parties in 1998
and 1997, respectively 509,046 467,038
951,624 1,088,498
Operating income (loss) 39,532 (329,774)
Interest income 46,691 38,743
Interest expense (17,041) (28,628)
Income (losses) related to equity
method affiliates 331 14,315
Other income (expense), net 1,783 7,722
Income (loss) from continuing
operations before minority
interest 71,296 (297,622)
Minority interest in losses of
subsidiaries 1,600 --
Net income (loss) $ 72,896 $ (297,622)
Net income (loss) per share:
Basic and diluted $ 0.01 $ (0.05)
Weighted average number of common
shares outstanding:
Basic 5,964,145 5,908,786
Diluted 5,994,211 5,908,786
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
<TABLE>
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the six months ended January 31, 1998 and 1997
(Unaudited)
<CAPTION>
1998 1997
<S> <C> <C>
Revenues:
Retained royalties $ 1,169,907 $ 858,299
Revenues under service contracts
and grants, including $80,133,
and $84,954 from related parties in
1998 and 1997, respectively 217,632 402,826
1,387,539 1,261,125
Costs of technology management
services, of which $5,762 was
paid to related parties in 1997 954,320 1,275,819
General and administration expenses,
of which $3,781 and $35,260
were paid to related parties in 1998
and 1997, respectively 993,240 817,259
1,947,560 2,093,078
Operating loss (560,021) (831,953)
Interest income 87,690 79,190
Interest expense (34,082) (57,256)
Income (losses) related to equity
method affiliates 11,867 34,319
Other income (expense), net (8,333) 3,804
Loss from continuing operations
before minority interest (502,879) (771,896)
Minority interest in losses of subsidiaries 1,600 --
Net loss $ (501,279) $ (771,896)
Net loss per share:
Basic and diluted $ (0.08) $ (0.13)
Weighted average number of common
shares outstanding:
Basic and diluted 5,959,515 5,905,943
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
<TABLE>
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders' Interest
For the six months ended January 31, 1998
(Unaudited)
<CAPTION>
Net
unrealized
holding
Preferred Stock gains (losses)
Shares Common Stock Capital in on available-
issued and Shares excess of Treasury Stock for-sale Accumulated
outstanding Amount issued Amount par value Shares held Amount securities Deficit
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - July 31, 1997 2,427 $60,675 5,951,829 $59,518 $25,218,106 (15,346) $ (98,511) $ 7,802 $(20,232,844)
Exercise of common
stock options . . . . 33,358 333 243,684 ( 6,438) (73,033)
Grant of warrants to
consultants.. . . . . 7,825
Stock issued under
Directors'Stock
Participation Plan . . 10,908 109 89,891
Net change in unrealized
holding gains on available-
for-sale securities . . . . (7,802)
Net loss . . . . . .. . . . (501,279)
Balance - January 31, 1998 2,427 $60,675 5,996,095 $59,960 $25,559,506 (21,784) $(171,544) $ -- $(20,734,123)
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
<TABLE>
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
for the six months ended January 31, 1998 and 1997
(Unaudited)
<CAPTION>
1998 1997
<S> <C> <C>
Cash flow from operating activities:
Loss from continuing operations $ (501,279) $ (771,896)
Noncash items included in loss
from continuing operations:
Depreciation and amortization 120,147 186,426
Equity method affiliates (11,867) (34,319)
Minority interest (1,600) --
Directors' stock and stock retirement
plan accruals 96,622 85,600
Amortization of discount on purchase
obligation 34,082 57,256
Other noncash items 76,901 21,077
Other (18,482) (39,644)
Net changes in various operating
accounts:
Receivables (717,037) (279,076)
Prepaid expenses and other current
assets 44,041 54,485
Accounts payable and accrued
liabilities 201,168 533,178
Net cash flow from operating activities (677,304) (186,913)
Cash flow from investing activities:
Purchases of property and equipment, net (27,755) (114,238)
Purchases of other short-term investments (2,743,649) (1,531,590)
Proceeds from sales of short-term
investments 3,165,808 2,478,109
Investments in affiliates and subsidiaries (15,000) 17,679
Net cash flow from investing activities 379,404 849,960
Cash flow from financing activities:
Proceeds from issuance of common stock, net 178,809 69,812
Repayment of purchase obligation (550,567) (483,440)
Net cash flow from financing activities (371,758) (413,628)
Net (decrease) increase in cash and cash
cash equivalents (669,658) 249,419
Cash and cash equivalents, beginning
of period 930,592 560,640
Cash and cash equivalents, end of period $ 260,934 $ 810,059
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1. Interim Financial Statements
Interim financial information presented in the accompanying
financial statements and notes hereto is unaudited.
The year end balance sheet data were derived from audited
financial statements but do not include all disclosures required by
generally accepted accounting principles.
In the opinion of management, all adjustments which are necessary
to present the financial statements fairly in conformity with
generally accepted accounting principles, consisting only of normal
recurring adjustments, have been made.
Certain amounts have been reclassified to conform with the
presentation in the financial statements for fiscal 1998.
The interim financial statements and notes thereto as well as the
accompanying Management's Discussion and Analysis of Financial
Condition and Results of Operations should be read in conjunction with
the Company's Annual Report on Form 10-K for the year ended July 31,
1997.
2. Net Income (Loss) Per Share
The Company has adopted Statement of Financial Accounting
Standards No. 128, "Earnings per Share," effective for its fiscal
quarter ended January 31, 1998. Statement No. 128 replaced primary
and fully diluted earnings per share with basic and diluted earnings
per share. Basic earnings per share is computed based on the
weighted-average number of common shares outstanding without giving
any effect to potentially dilutive securities. Diluted earnings per
share is computed giving effect to all potentially dilutive securities
that were outstanding during the period. All earnings per share
amounts for all periods presented have been conformed to the Statement
No. 128 requirements.
The following table sets forth the computations of basic and
diluted net income (loss) per share.
<TABLE>
<CAPTION>
Six months Quarter
ended January 31, ended January 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net income (loss)
applicable to common stock:
Basic and diluted $ (501,279) $ (771,896) $ 72,896 $ (297,622)
Weighted average number of common
shares outstanding 5,959,515 5,905,943 5,964,145 5,908,786
Effect of dilutive securities:
Stock options -- -- 25,806 --
Stock warrants -- -- 4,260 --
Weighted average number of common
shares outstanding and dilutive
securities 5,959,515 5,905,943 5,994,211 5,908,786
Net income (loss) per share of
common stock:
Basic and diluted $ (0.08) $ (0.13) $ 0.01 $ (0.05)
</TABLE>
At January 31, 1998 and 1997, respectively, options and warrants
to purchase 410,500 and 525,900 shares of common stock were
outstanding but were not included in the computation of earnings per
share because they were anti-dilutive.
3. Available-for-sale Securities
At January 31, 1998, the Company had $55,206 available-for-sale
securities (fair value and cost basis are equal).
For the quarter ended January 31, 1998, there were no sales of
available-for-sale securities. For the quarter ended January 31,
1997, proceeds from the sale of available-for-sale securities were
$2,113,040 which resulted in gross realized gains of $39,645. For the
six months ended January 31, 1998 and 1997, respectively, proceeds
from the sale of available-for-sale securities were $1,500,000 and
$2,478,109 which resulted in realized gains of $18,482 and $39,645.
Cost is based on specific identification in computing realized gains.
4. Receivables
Receivables comprise:
January 31, July 31,
1998 1997
Royalties $1,847,482 $1,288,363
Other 273,590 115,672
$2,121,072 $1,404,035
5. Accrued Liabilities
Accrued liabilities were:
January 31, July 31,
1998 1997
Accrued compensation $ 151,690 $ 159,519
Royalties payable 1,121,003 837,718
Other accrued liabilities 309,271 293,588
$1,581,964 $1,290,825
6. Contingencies
On July 7, 1997, in a case previously filed in the United States
District Court for the District of Colorado by University of Colorado
Foundation, Inc., The University of Colorado, The Board of Regents of
the University of Colorado, Robert H. Allen and Paul A. Seligman,
plaintiffs, against American Cyanamid Company, defendant, judgment was
entered in favor of plaintiffs and against defendant in the amount of
approximately $44.4 million. The case involved an idea by professors
at the University of Colorado that improved Materna, a prenatal
vitamin compound sold by defendant. The District Court concluded that
defendant fraudulently obtained a patent on the improvement without
disclosing the patent application to plaintiffs and without naming the
professors as the inventors and that the defendant was unjustly
enriched. While the Company was not and is not a party to this case,
the Company had a contract with the University of Colorado to license
University of Colorado inventions to third parties, and the Company
is entitled to a share of the judgment. If the judgment is affirmed
in full upon appeal, the Company's share will be approximately $5.5
million. The Company is advised that the case is currently under
appeal in the Federal Circuit Court of Appeals. There can be no
assurance that plaintiffs will prevail on appeal, nor can the Company
predict the amount of the judgment, if any, that may ultimately be
entered following the appeal. No potential judgment proceeds have
been reflected in the Company's financial statements to date.
In November 1991, a suit was filed in Connecticut against CTT,
its wholly-owned subsidiary, Genetic Technology Management, Inc.
("GTM"), its majority-owned subsidiary, University Optical Products
Co. ("UOP"), and several current and former directors on behalf of the
59 limited partners of Optical Associates, Limited Partnership
("OALP"). The complaint alleges, among other things, that the January
1989 sale of UOP's assets to Unilens Corp. USA ("Unilens") violated
the partnership agreement and that OALP is entitled to the full
proceeds of the sale to Unilens. The complaint claims, among other
things, money damages and treble and punitive damages in an
unspecified amount and attorneys' fees. The Company believes that the
asserted claims are without merit and intends to defend vigorously the
action instituted by plaintiffs. Through January 31, 1998, the
Company had received aggregate cash proceeds of approximately
$1,011,000 from the January 1989 sale of UOP's assets to Unilens. As
cash proceeds were received, the Company paid a 4% commission to OALP,
its joint venture partner. Further hearings in this case have been
adjourned and are expected to occur later in calendar 1998.
PART I. FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition and Liquidity
Cash and cash equivalents of $260,934 at January 31, 1998
(excluding short-term investments of $2,122,934) are $669,658 lower
than cash and cash equivalents of $930,592 at July 31, 1997.
Operating activities used $677,304, investing activities provided
$379,404 and financing activities used $371,758.
In October, 1997, Competitive Technologies, Inc.'s ("CTT")
management decided to reduce operating expenses by closing its
office in Cleveland, Ohio, and dissolving Competitive Technologies
of Ohio, Inc., its wholly-owned subsidiary. Operating functions
previously performed in Cleveland will be performed in other
Company offices and certain sales and marketing services have been
contracted out. The Company recorded general and administration
expenses of approximately $75,000 in connection with this action.
In addition, the Company has contracted with an entity controlled
by certain former Cleveland-based employees for certain sales and
marketing services during the six months from February 1, 1998,
through July 31, 1998, for approximately $140,000 plus a commission
on such sales or licenses of certain technologies as may be
procured solely through the efforts of the contractor.
CTT and its majority-owned subsidiaries' ("the Company") net
loss of $501,279 for the six months ended January 31, 1998 included
the following noncash items: depreciation and amortization of
approximately $120,000, income related to equity method affiliates
of approximately $12,000, amortization of discount on purchase
obligation of approximately $34,000 and accruals of approximately
$172,000.
In general, changes in various operating accounts result from
changes in the timing and amounts of cash flows before and after
the end of the period. The most substantial changes in operating
accounts were the $559,119 increase in royalties receivable and the
$283,285 increase in royalties payable. This reflects the normal
cycle of royalty collections and payments since the consolidation
of University Science, Engineering and Technology, Inc. ("USET").
Approximately $28,000 of equipment and furnishings were
purchased in this six-month period to improve client service
capabilities.
Proceeds from sales of short-term investments of approximately
$3,166,000 were from the Company's sale of U.S. government debt
securities and other short-term investments. Approximately
$2,744,000 was reinvested in other short-term investments.
CTT received $178,809 during the six months ended January 31,
1998, from stock options exercised to purchase shares of common
stock.
On January 31, 1998, the Company paid approximately $551,000
of the USET purchase obligation. This installment was 60% of
USET's gross retained earned revenues for the preceding calendar
year as provided in the purchase agreement. The Company expects to
pay the remaining $301,000 of the USET purchase obligation
(including interest) on January 31, 1999.
The Company carries liability insurance, directors' and
officers' liability insurance and casualty insurance for owned or
leased tangible assets. It does not carry key person life
insurance. There are no legal restrictions on payments of
dividends by CTT.
The Company has agreed to pay certain persons specified
percentages of Renova royalties received until certain total
payments have been made. At January 31, 1998, the remaining amount
of such contingent obligations was $112,964.
At January 31, 1998, the Company had no outstanding commit-
ments for capital expenditures other than the obligations incurred
in connection with the purchase of USET.
The Company continues to pursue additional university and
corporate technology management opportunities. If and when these
opportunities are consummated, the Company expects to commit
capital resources to these operations.
The Company does not believe that inflation had a significant
impact on its operations during fiscal 1998 or fiscal 1997 or that
it will have a significant impact on operations during the next
twelve-month operating period.
Vector Vision, Inc. ("VVI"), CTT's 52.3% owned subsidiary,
continues to seek additional financing to support its continuing
development. Without additional outside financing, VVI's develop-
ment activities will proceed at a minimum level. The Company, the
inventor and others supported VVI's development activities during
the first half of 1998 during which time VVI improved its video
compression software product for inclusion in MPEG-4, an interna-
tional standard expected to be adopted for consumer applications
such as video teleconferencing, video databases and wireless video
access.
In connection with the case which involved an idea by
professors at the University of Colorado that improved a prenatal
vitamin compound sold by American Cyanamid Company, the Company is
entitled to a share of the judgment. If the judgment is affirmed
in full upon appeal, which is currently pending, the Company's
share is expected to be approximately $5,500,000. There can be no
assurance that the plaintiffs will prevail on appeal, nor can the
Company predict the amount of the judgment, if any, that may
ultimately be entered following the appeal. No potential judgment
proceeds have been reflected in the Company's financial statements
to date. (See Item 3. Legal Proceedings in the Company's Annual
Report on Form 10-K for the year ended July 31, 1997.)
With nearly $2,384,000 in cash, cash equivalents and short-
term investments at January 31, 1998, the Company anticipates that
currently available funds will be sufficient to finance cash needs
over the next two to four years for its current operating activi-
ties as well as for expansion of its technology management business
operations. This anticipation is based upon the Company's current
expectations. However, expansion of the Company's services (with
resulting increases in operating expenses) is subject to many
factors which are outside the Company's control and to presently
unanticipated opportunities that may arise in the future.
Accordingly, there can be no assurance that the Company's current
expectations regarding the sufficiency of currently available funds
will prove to be accurate.
Results of Operations - Three Months Ended January 31, 1998 vs.
Three Months Ended January 31, 1997
The Company reported operating income of $39,532 and net
income of $72,896 for the quarter ended January 31, 1998.
Consolidated revenues for the quarter ended January 31, 1998
were $232,432 (31%) higher than for the quarter ended January 31,
1997. Retained royalties were $195,986 (32%) higher principally
because of a sublicense fee and a final royalty settlement on an
expired patent. The Company has granted several non-exclusive
licenses under patents which cover performance of certain assays
including those for homocysteine. The Company expects its retained
royalties from these licenses to increase in the third and future
quarters. The Company continues in its effort to license these
patents to other laboratories and hospitals that are now or will in
the future perform homocysteine assays.
Revenues under service contracts were $36,446 (26%) higher
than in the quarter ended January 31, 1997. During the quarter
ended January 31, 1998, the Company's service contract revenues
were earned principally from the sale of rights to a corporate
client's technology and a state government contract. The Company
does not expect to earn significant revenues during the remaining
quarters of fiscal 1998 from government service contracts. The
Company continues to provide technology management services to
corporations and universities. Its primary compensation under a
growing portion of these service agreements is a share of its
clients' revenues, if any, from the Company's technology transfer
services. During the previous year's quarter, the Company earned
revenues under nonrecurring international and domestic corporate
service contracts and government service contracts.
Costs of technology management services in the second quarter
of fiscal 1998 were $178,882 (29%) lower than in the second quarter
of fiscal 1997 as more fully discussed below.
Costs related to retained royalties were approximately $39,000
(21%) lower in the second quarter of fiscal 1998. This reflects
reduced costs for consultants retained to assist in evaluating and
marketing corporate technologies, lower foreign patent costs and
higher recoveries of foreign patent costs against university
royalties, partially offset by higher domestic patent costs, higher
patent litigation expenses and higher personnel costs (including
benefits and overheads) associated with patenting and licensing
services.
Costs related to service contracts (including direct charges
for subcontractors' services and personnel costs associated with
service contracts) were approximately $163,000 (64%) lower in the
second quarter of fiscal 1998 than in the second quarter of fiscal
1997. This decrease results from fewer service contracts and
related reductions in both direct costs and personnel costs
(including benefits and overheads) associated with service
contracts.
Costs associated with new client development (principally
personnel costs, including benefits and overheads) were approxi-
mately $24,000 (13%) higher than for the second quarter of fiscal
1997.
General and administration expenses were approximately $42,000
(9%) higher in the quarter ended January 31, 1998 than in the
quarter ended January 31, 1997. The primary cause of this increase
was higher legal and directors' fees and expenses incurred in
connection with the proposed restructuring of CTT's Board of
Directors and related matters. In addition, rent and other office
expenses in fiscal 1998 were higher than in fiscal 1997.
The net effect of the $232,432 (31%) increase in operating
revenues and the $136,874 (13%) decrease in operating expenses
resulted in the Company's operating income of $39,532 for the
quarter ended January 31, 1998.
Interest income was approximately $7,900 (21%) higher despite
lower average invested balances. Weighted average interest rates
were approximately 1.35% higher in the fiscal 1998 quarter.
Interest expense of $17,041 and $28,628 in the fiscal 1998 and 1997
quarters, respectively, relates to the debt incurred in connection
with the acquisition of USET.
In the quarter ended January 31, 1998, net income related to
equity method affiliates comprised CTT's equity in the net income
of Equine Biodiagnostics, Inc. ("EBI") ($9,600) substantially
offset by CTT's equity in other net losses. In the fiscal 1997
second quarter, net income related to equity method affiliates was
principally CTT's equity in the net income of EBI ($16,200)
partially offset by CTT's equity in other net losses.
Other income for the quarter ended January 31, 1997, included
$39,600 gains realized on sales of short-term investments. There
were no such gains in the second quarter of fiscal 1998.
Other expenses for the quarter ended January 31, 1997 were
legal expenses incurred in connection with a suit brought against
CTT, some of its subsidiaries and directors as more fully detailed
in Note 14 to Consolidated Financial Statements in the Company's
Annual Report on Form 10-K for the year ended July 31, 1997.
Further hearings in this case have been adjourned and are expected
to occur later in calendar 1998. CTT is unable to estimate the
related legal expenses which may be incurred in the remaining
quarters of 1998. Unilens made no payments in either quarter of
fiscal 1998 or 1997. Since CTT carries this receivable at zero
value, any collections will be recorded in the period collected.
Through January 31, 1998, the Company had received aggregate cash
proceeds of approximately $1,011,000 from the January 1989 sale of
UOP's assets to Unilens. As cash proceeds were received, CTT paid
a 4% commission to Optical Associates, L.P., its joint venture
partner.
The Company has substantial net operating loss carryforwards
for Federal income tax purposes. These may not be used to reduce
future taxable income of USET.
The Company adopted Statement of Financial Accounting Standard
No. 128 as discussed more completely in Note 2 in the accompanying
Consolidated Financial Statements in this Quarterly Report on Form
10-Q for the quarter ended January 31, 1998. The Company does not
expect adoption of Statements of Financial Accounting Standards No.
129, 130 or 131 to have a material effect on its financial
statements (see Note 1 to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended July 31,
1997).
The Company has examined the Year 2000 computer issue and has
determined that it will not have a material impact on its business,
operations or financial condition.
Results of Operations - Six Months Ended January 31, 1998 vs. Six
Months Ended January 31, 1997
Consolidated revenues for the six months ended January 31,
1998 were $126,414 (10%) higher than for the six months ended
January 31, 1997. Retained royalties were $311,608 (36%) higher
principally because of a sublicense fee, an option fee, a final
royalty settlement on an expired patent and higher earned royalties
on several licensed technologies.
Revenues under service contracts were $185,194 (46%) lower
than in the six months ended January 31, 1997. During the six
months ended January 31, 1998, the Company's service contract
revenues were earned principally from the sale of rights to a
corporate client's technology, a state government contract and
several small corporate, government and university contracts.
During the previous year's six months, the Company earned revenues
principally under several large nonrecurring international and
domestic corporate, government and university service contracts.
Costs of technology management services in the first six
months of fiscal 1998 were $321,499 (25%) lower than in the first
six months of fiscal 1997 as more fully discussed below. Some of
this reduction is a result of closing the Company's office in
Cleveland, Ohio, noted above.
Costs related to retained royalties were approximately $72,000
(18%) lower in the six months ended January 31, 1998 than in the
six months ended January 31, 1997. This reflects reduced costs for
consultants retained to assist in evaluating and marketing
corporate technologies, lower foreign patent costs and higher
recoveries of foreign patent costs against university royalties,
partially offset by higher patent litigation expenses, and higher
personnel costs (including benefits and overheads) associated with
patenting and licensing services.
Costs related to service contracts (including direct charges
for subcontractors' services and personnel costs associated with
service contracts) were approximately $243,000 (51%) lower in the
first half of fiscal 1998 than in the first half of fiscal 1997.
This decrease corresponds to the reduction in revenues under
service contracts and results from reductions in both direct and
personnel costs (including benefits and overheads) associated with
service contracts.
Costs associated with new client development (principally
personnel costs, including benefits and overheads) were approxi-
mately equal in both six-month periods.
General and administration expenses were $175,981 (22%) higher
in the six months ended January 31, 1998 than in the six months
ended January 31, 1997. Approximately $75,000 of this increase
resulted from the decision to close the Company's office in
Cleveland, Ohio and to consolidate that office's operating
functions into operations in other Company offices. In addition,
rent and other office expenses in fiscal 1998 are higher than in
fiscal 1997. During the first quarter of fiscal 1998 the Company
hired four new employees, including two experienced sales people,
and retired two long-serving employees. Personnel spent time in
related hiring, training and transition activities in addition to
the necessary and ongoing administrative functions. Personnel also
spent time developing and verifying information systems to support
the sales function and effort. During the second quarter of fiscal
1998, the Company incurred higher legal and directors' fees and
expenses in connection with the proposed restructuring of CTT's
Board of Directors and related matters.
The net effect of the $126,414 (10%) increase in operating
revenues and the $145,518 (7%) decrease in operating expenses was
to reduce the Company's operating loss by $271,932 (33%) compared
with the first six months of fiscal 1997.
Interest income was $8,500 (11%) higher despite lower average
invested balances. Weighted average interest rates were approxi-
mately 1.35% higher in the six months of fiscal 1998. Interest
expense of $34,082 and $57,256 in the six months of fiscal 1998 and
1997, respectively, relates to the debt incurred in connection with
the acquisition of USET.
In the six months ended January 31, 1998, net income related
to equity method affiliates comprised CTT's equity in the net
income of EBI ($23,600) partially offset by CTT's equity in other
net losses. In the six months ended January 31, 1997, net income
related to equity method affiliates was principally CTT's equity in
the net income of EBI ($38,000) partially offset by CTT's equity in
other net losses.
Other income for the six months ended January 31, 1998,
includes approximately $18,000 gain realized from available-for-
sale securities. Other income for the six months ended January 31,
1997, included $39,600 gains realized on sales of available-for-
sale securities.
Other expenses for the six months ended January 31, 1998 and
1997 were legal expenses incurred in connection with a suit brought
against CTT, some of its subsidiaries and directors as more fully
detailed in Note 14 to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended July 31,
1997.
Results of Operations - Three Months Ended January 31, 1998 (Second
Quarter) vs. Three Months Ended October 31, 1997 (First Quarter)
Consolidated revenues for the second quarter were $594,773
(150%) higher than for the first quarter of fiscal 1998. Histori-
cally, retained royalties in the second quarter are higher than in
the first quarter because of licensees who report semiannually. In
addition, the second quarter includes a sublicense fee and a final
royalty settlement on an expired patent. Retained royalties were
$456,261 (128%) higher than in the first quarter. Revenues under
service contracts were $138,512 (350%) higher in the second quarter
principally from the sale of rights to a corporate client's
technology and a state government contract.
Total operating expenses of $951,624 in the second quarter of
fiscal 1998 were approximately $44,000 (4%) lower than in the first
quarter. In the second quarter costs of technology management
services were approximately $69,000 (14%) lower and general and
administration expenses were approximately $25,000 (5%) higher than
in the first quarter. Costs related to retained royalties and
costs related to service contracts decreased as the Company
continued its efforts to control expenses, while costs associated
with new client development increased.
The combined effect of the increase in consolidated revenues
and the reduction in operating expenses yielded operating income of
$39,532 in the second quarter of fiscal 1998.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking
statements. These statements are not guarantees of future
performance and should be evaluated in the context of the risks and
uncertainties inherent in the Company's business, including those
set forth under Special Factors in Item 1 of the Company's Annual
Report on Form 10-K for the year ended July 31, 1997. Actual
results may differ materially from these forward-looking state-
ments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(c) As of November 1, 1997, the registrant issued to Desmond
Towey & Associates nontransferable warrants to purchase 6,000
shares of the registrant's common stock at $9.00 (the mean between
the high and low prices on the American Stock Exchange on November
3, 1997). The warrants were issued in partial consideration for
public relations services to be provided between November 1, 1997
and April 30, 1998. The warrants become exercisable on May 1,
1998, and expire three years from issuance. There were no
underwriters involved in the transaction. The warrants and the
common stock underlying the warrants were exempt from registration
under Section 4(2) of the Securities Act of 1933. The warrants
contained, and the shares issuable upon exercise will contain,
restrictive legends.
Item 6. Exhibits and Reports on Form 8-K Page
A) Exhibits
11.1 Schedule of computation of earnings per share
for the three months and six months ended
January 31, 1998 and 1997. 21
27.1 Financial Data Schedule (EDGAR only).
B) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which
this report is filed.
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.
Date: March 17, 1998 By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
Vice President, Finance,
Treasurer, Chief Financial
Officer and Authorized Signer
Exhibit 11.1
<TABLE>
COMPETITIVE TECHNOLOGIES, INC.
Schedule of Computation of Earnings Per Share
(Unaudited)
<CAPTION>
Six months Quarter
ended January 31, ended January 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net income (loss) applicable to
common stock $ (501,279) $ (771,896) $ 72,896 $ (297,622)
Common and common equivalent shares -
diluted:
Basic weighted average common shares
outstanding 5,959,515 5,905,943 5,964,145 5,908,786
Adjustments for assumed exercise of
stock options 37,605* 67,290* 25,806 66,723*
Adjustments for assumed exercise of
stock warrants 5,028* 22,987* 4,260 15,860*
Weighted average number of common and
common equivalent shares outstanding 6,002,148 5,996,220 5,994,211 5,991,369
Net income (loss) per share of
common stock:
Basic and diluted $ (0.08) $ (0.13) $ 0.01 $ (0.05)
* Anti-dilutive.
</TABLE>
These calculations are submitted in accordance with Regulation S-K item
601 (b) (11) which differs from the requirements of paragraph 13 of Statement
of Financial Accounting Standards No. 128 because they produce an
anti-dilutive result.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule for Form 10-Q for January 31, 1998
</LEGEND>
<CIK> 0000102198
<NAME> COMPETITIVE TECHNOLOGIES, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> JAN-31-1998
<CASH> 260,934
<SECURITIES> 2,122,934
<RECEIVABLES> 2,121,072
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,576,436
<PP&E> 387,755
<DEPRECIATION> 169,045
<TOTAL-ASSETS> 6,729,814
<CURRENT-LIABILITIES> 1,955,340
<BONDS> 0
0
60,675
<COMMON> 59,960
<OTHER-SE> 4,653,839
<TOTAL-LIABILITY-AND-EQUITY> 6,729,814
<SALES> 0
<TOTAL-REVENUES> 1,387,539
<CGS> 0
<TOTAL-COSTS> 1,947,560
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34,082
<INCOME-PRETAX> (501,279)
<INCOME-TAX> 0
<INCOME-CONTINUING> (501,279)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (501,279)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
