10-Q October 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 October 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 December 1, 1998 5,972,303 shares
Exhibit Index on sequentially numbered page 17 of 19.
Page 1 of 19 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
October 31, 1998 and July 31, 1998 3
Consolidated Statements of Operations for the
three months ended October 31, 1998 and 1997 4
Consolidated Statement of Changes in
Shareholders' Interest for the three
months ended October 31, 1998 5
Consolidated Statements of Cash Flows for the
three months ended October 31, 1998 and 1997 6
Notes to Consolidated Financial Statements 7-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11-16
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 16
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
PART I. FINANCIAL INFORMATION
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
October 31, and July 31, 1998
(Unaudited)
October 31, July 31,
1998 1998
ASSETS
Current assets:
Cash and cash equivalents $ 258,955 $ 216,826
Short-term investments, at market 3,511,629 2,417,792
Receivables, including $268 and $20,143
receivable from related parties in
October and July, respectively 419,689 1,491,937
Prepaid expenses and other current assets 106,213 139,780
Total current assets 4,296,486 4,266,335
Property and equipment, net 150,136 171,214
Investments 209,186 408,288
Intangible assets acquired, principally
licenses and patented technologies, net 1,409,346 1,444,014
Other assets -- 12,013
TOTAL ASSETS $ 6,065,154 $ 6,301,864
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable, including $1,259 and
$2,043 payable to related parties
in October and July, respectively $ 166,462 $ 37,323
Accrued liabilities 1,797,290 1,794,742
Current portion of purchase obligation 299,189 297,386
Total current liabilities 2,262,941 2,129,451
Commitments and contingencies
Shareholders' interest:
5% preferred stock, $25 par value 60,675 60,675
Common stock, $.01 par value 60,032 60,032
Capital in excess of par value 25,649,621 25,637,881
Treasury stock (common), at cost;
30,890 and 10,190 shares
in October and July,
respectively (179,126) (95,968)
Accumulated other comprehensive
loss (5,208) (21,874)
Accumulated deficit (21,783,781) (21,468,333)
Total shareholders' interest 3,802,213 4,172,413
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 6,065,154 $ 6,301,864
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the three months ended October 31, 1998 and 1997
(Unaudited)
1998 1997
Revenues:
Retained royalties $ 316,255 $ 356,823
Revenues under service contracts,
including $19,310 from
related parties in 1997 103,059 39,560
419,314 396,383
Costs of technology management
services 429,959 511,742
General and administration expenses,
of which $1,200 and $1,484 were
paid to related parties in 1998
and 1997, respectively 273,261 408,893
Restructuring charges 70,000 75,301
773,220 995,936
Operating loss (353,906) (599,553)
Interest income 42,618 40,999
Interest expense (1,803) (17,041)
Income (losses) related to equity
method affiliates (250) 11,536
Other income (expense), net (2,107) (10,116)
Net loss (315,448) (574,175)
Other comprehensive income:
Net unrealized holding gains (losses)
on securities 16,666 --
Reclassification adjustment for
realized gains included in net income -- (7,802)
Comprehensive loss $ (298,782) $ (581,977)
Net loss per share:
Basic and diluted $ (0.05) $ (0.10)
Weighted average number of common
shares outstanding:
Basic and diluted 5,990,979 5,954,886
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders' Interest
For the three months ended October 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
Preferred Stock Accumulated Accumulated
Shares Common Stock Capital in Other (Deficit)
issued and Shares excess of Treasury Stock Comprehensive Retained
outstanding Amount issued Amount par value Shares held Amount Income (Loss) Earnings
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - July 31, 1998 2,427 $60,675 6,003,193 $60,032 $25,637,881 (10,190) $ (95,968) $ (21,874) $ (21,468,333)
Grant of warrants
to consultants . . . . 11,740
Other comprehensive
income:
Net unrealized holding
gains (losses)
on securities. . . . 16,666
Purchase of treasury
stock . . . . . . . (20,700) (83,158)
Net loss . . . . . . . (315,448)
Balance - October 31, 1998 2,427 $60,675 6,003,193 $60,032 $25,649,621 (30,890) $(179,126) $ (5,208) $ (21,783,781)
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
for the three months ended October 31, 1998 and 1997
(Unaudited)
1998 1997
Cash flow from operating activities:
Loss from continuing operations $ (315,448) $ (574,175)
Noncash items included in loss
from continuing operations:
Depreciation and amortization 49,500 66,512
Equity method affiliates 250 (11,536)
Directors' stock and stock retirement
plan accruals 32,231 51,966
Accrual for closing Ohio office -- 75,301
Amortization of discount on purchase
obligation 1,803 17,041
Other noncash items 11,742 (17,709)
Net changes in various operating
accounts:
Receivables 1,072,248 856,427
Prepaid expenses and other current
assets 33,567 25,423
Accounts payable and accrued
liabilities 111,766 100,023
Net cash flow from operating activities 997,659 589,273
Cash flow from investing activities:
Disposals (purchases) of property and
equipment, net 5,949 (24,440)
Purchases of other short-term investments (1,077,171) (2,688,443)
Proceeds from sales of available-for-
sale securities -- 1,500,000
Proceeds from sale of investment in
affiliate 198,850 --
Net cash flow from investing activities (872,372) (1,212,883)
Cash flow from financing activities:
Purchases of treasury stock (83,158) --
Proceeds from issuance of common stock, net -- 116,859
Net cash flow from financing activities (83,158) 116,859
Net increase (decrease) in cash and cash
cash equivalents 42,129 (506,751)
Cash and cash equivalents, beginning
of period 216,826 930,592
Cash and cash equivalents, end of period $ 258,955 $ 423,841
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 was derived from audited
financial statements but does 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 1999.
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,
1998.
2. Comprehensive Income
Competitive Technologies, Inc. and its subsidiaries ("the
Company") adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," effective August 1, 1998. This
Statement establishes standards for reporting comprehensive income and
its components in financial statements. Comprehensive income includes
all changes in shareholders' interest that result from recognized
transactions and other economic events of the period other than
transactions of shareholders in their capacities as shareholders. The
effect of adoption was not material to the Company's financial
statements.
3. Segment Information
Effective August 1, 1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information." This Statement
replaces the industry segment approach with the management approach
for determining reportable segments. The management approach is that
basis on which management of the Company makes operating decisions and
assesses performance. The Company operates in a single reportable
segment under either approach. The Company provides technology
transfer and management services for inventions and other innovations
made or owned by its clients. Adoption of SFAS No. 131 had no effect
on the Company's financial statements.
4. Investment in Affiliate
During the quarter ended October 31, 1998, Competitive
Technologies, Inc. ("CTT") sold its investment in Equine
Biodiagnostics, Inc. ("EBI") for $198,850 in cash. This selling price
was also CTT's carrying value for this investment which was accounted
for on the equity method. CTT's original cash investment in EBI was
$25,000. During the time it held this investment in EBI, CTT
recognized $173,850 as its equity in the net income of EBI.
5. Short-term Investments
On October 31, 1998 the Company's available-for-sale securities
are as follows:
Accumulated Accumulated
Other Other
Aggregate Comprehensive Comprehensive
Security Type Fair Value Income Loss Cost Basis
Equity
Securities $49,998 $ -- $5,208 $55,206
For the quarter ended October 31, 1998, there were no sales of
available-for-sale securities. For the quarter ended October 31, 1997
proceeds from the sale of available-for-sale securities were
$1,500,000 which resulted in gross realized gains of $18,482. Cost
is based on specific identification in computing realized gains.
A reconciliation detailing amounts reported in net income and
other comprehensive income for the quarters ended October 31, 1998 and
1997 is as follows:
1998 1997
Accumulated other comprehensive
income (loss):
Accumulated net unrealized holding
gains (losses) on available-for-
sale securities, beginning of year $(21,874) $ 7,802
Other comprehensive income:
Holding gains arising during
the period 16,666 10,680
Reclassification adjustment
for gains on sales of securities
included in net income -- (18,482)
Accumulated other comprehensive
income (loss), October 31 $ (5,208) $ --
No tax effect is reported on the Company's unrealized gains on
securities because the Company has capital loss carryforwrds.
6. Receivables
Receivables comprise:
October 31, July 31,
1998 1998
Royalties $400,356 $1,444,014
Other 19,333 47,923
$419,689 $1,491,937
7. Accrued Liabilities
Accrued liabilities were:
October 31, July 31,
1998 1998
Accrued compensation $ 168,744 $ 117,005
Royalties payable 1,050,053 982,111
Accrued contract settlement 219,990 300,000
Deferred revenues 88,452 99,160
Other 270,051 296,466
$1,797,290 $1,794,742
8. 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 case is currently pending on appeal in the Federal
Circuit Court of Appeals. Oral arguments were heard on December 7,
1998. 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.
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 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. Hearings in the case have commenced before an attorney
referee; however, due to scheduling conflicts, further hearings have
been adjourned and are expected to occur in calendar 1999. Through
October 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.
9. Restructuring
In August, 1998, CTT's Board of Directors took steps to reduce
future operating expenses. This restructuring included closing its
office in Bethlehem, Pennsylvania, reducing the Company's staff by
four full-time employees, and reassigning their operating functions
among the Company's remaining staff. The Company recognized
restructuring charges of $70,000 in the quarter ended October 31,
1998. Severance expenses and related legal expenses were
approximately $60,000 and other expenses of closing the office were
approximately $10,000. All charges were settled during the quarter
ended October 31, 1998.
10. Stock Repurchase Plan
In October, 1998, CTT's Board of Directors authorized the
repurchase of up to 250,000 shares of CTT's common stock. The Company
plans to repurchase shares on the open market or in privately
negotiated transactions at times and in amounts determined by
management based on its evaluation of market and economic conditions.
During October 1998, the Company repurchased 20,700 shares of common
stock for $83,158.
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 $258,955 at October 31, 1998 are
$42,129 higher than cash and cash equivalents of $216,826 at July 31,
1998. Operating activities provided $997,659, investing activities
used $872,372 and financing activities used $83,158.
In addition to cash and cash equivalents, Competitive
Technologies, Inc. ("CTT") and its majority-owned subsidiaries ("the
Company") held $3,511,629 in short-term investments at October 31,
1998. These investments are available to fund the Company's future
operating, investing and financing activities.
In August, 1998, CTT's Board of Directors took steps to reduce
future operating expenses. This restructuring included closing its
office in Bethlehem, Pennsylvania, reducing the Company's staff by
four full-time employees, and reassigning their operating functions
among the Company's remaining staff. The Company recognized
restructuring charges of $70,000 in the quarter ended October 31,
1998. Severance expenses and related legal expenses were
approximately $60,000 and other expenses of closing the office were
approximately $10,000. All charges were settled during the quarter
ended October 31, 1998.
The Company's net loss for the quarter ended October 31, 1998,
included the following noncash items: approximately $50,000 of
depreciation and amortization, $2,000 amortization of discount on
purchase obligation, and $32,000 of accrued expenses.
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 $1,043,658 decrease in royalties receivable, the $67,942
increase in royalties payable, and the $80,010 decrease in the accrued
contract settlement liability. The changes in royalties receivable
and payable reflect the normal cycle of royalty collections and
payments. Of the reduction in the accrued contract settlement during
the quarter ended October 31, 1998, approximately $50,000 was salary
continuation payments and $30,000 was related legal expenses and other
benefits continuation expenses.
During the quarter ended October 31, 1998, approximately
$1,077,000 was invested in other short-term investments.
During the quarter ended October 31, 1998, CTT sold its
investment in Equine Biodiagnostics, Inc. ("EBI") for $198,850 in
cash. This selling price was also CTT's carrying value for this
investment accounted for on the equity method. CTT's original cash
investment in EBI was $25,000. During the time it held this
investment in EBI, CTT recognized $173,850 as its equity in the net
income of EBI.
In October, 1998, CTT's Board of Directors authorized the
repurchase of up to 250,000 shares of CTT's common stock. The Company
plans to repurchase shares on the open market or in privately
negotiated transactions at times and in amounts determined by
management based on its evaluation of market and economic conditions.
During October, 1998, the Company repurchased 20,700 shares of its
common stock for $83,158 in cash.
The Company is contractually required to pay certain persons
specified percentages of Renova royalties received. At October 31,
1998, the remaining amount of such contingent payments was $71,103.
At October 31, 1998, the Company had no outstanding commitments
for capital expenditures other than the obligations incurred in
connection with the purchase of University Science, Engineering and
Technology, Inc. ("USET"). 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 continues to pursue additional technology management
opportunities. If and when these opportunities are consummated, the
Company expects to commit capital resources to them.
The Company does not believe that inflation had a significant
impact on its operations during fiscal 1999 or 1998 or that it will
have a significant impact on operations during the next twelve-month
operating period.
The Company has examined the Year 2000 computer issue. This
issue concerns computer hardware and software systems' ability to
recognize and process dates after December 31, 1999 properly and
accurately. The Company has reviewed its computer systems and has or
will be modifying those which are not currently Year 2000 compliant.
Management believes the greatest risk to the Company would be if its
licensees were to be unable to make their licensed products Year 2000
compliant or to report their respective royalties. Accordingly, the
Company has requested that its licensees confirm that the Year 2000
computer issue will not prevent them from producing or reporting
royalties after December 31, 1999. It has also requested confirmation
from its banks and other vendors that their computer systems are or
will be Year 2000 compliant. The Company has not yet received all
requested confirmations. The Company does not expect its costs to
address these Year 2000 issues to have a material impact on its
business, operations or financial condition. This is a Year 2000
readiness disclosure entitled to protection as provided in the Year
2000 Information and Readiness Disclosure Act.
Vector Vision, Inc. ("VVI"), CTT's 54.5% owned subsidiary, is
currently inactive. Without additional outside financing to support
further development activities, VVI is not expected to develop its
product further. VVI expects its video compression software product
to be included in MPEG-4, an international standard expected to be
adopted for consumer applications such as video teleconferencing,
video databases and wireless video access, and to share in the
royalties from applications of MPEG-4, if and when they may be earned
in the future.
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 expects its share 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. The Company has recorded no potential judgment
proceeds in its 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, 1998.)
With $3,770,584 in cash, cash equivalents and short-term
investments at October 31, 1998, the Company anticipates that
currently available funds will be sufficient to finance cash needs for
at least the next two years for its current operating activities as
well as for potential additional technology management opportunities.
This anticipation is based upon the Company's current expectations.
However, expansion of the Company's services is subject to many
factors 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 October 31, 1998 vs. Three
Months Ended October 31, 1997
The Company's $353,906 operating loss and $315,448 net loss for
this first quarter of fiscal 1999 are $245,647 and $258,727 lower,
respectively, than its operating loss and net loss for the first
quarter of fiscal 1998. This reflects higher revenues and lower
operating expenses resulting from steps taken in fiscal 1998 and 1999
to reduce operating expenses and improve operating efficiency.
Consolidated revenues for the quarter ended October 31, 1998,
were $22,931 (6%) higher than for the quarter ended October 31, 1997.
Retained royalties were $40,568 (11%) lower. Revenues in the first
quarter of fiscal 1999 from homocysteine licenses, including license
issue fees, increased approximately $79,000 (201%) over the first
quarter of fiscal 1998. The Company had only two homocysteine
licenses in the fiscal 1998 quarter; it has nine homocysteine licenses
in the fiscal 1999 quarter. This increase was more than offset by
lower royalties from other licensed technologies principally because
of the timing of royalties reported by licensees but also because of
two U.S. patents which expired in September, 1997, and April, 1998,
respectively.
Revenues under service contracts for the quarter ended October
31, 1998, were $63,499 (161%) higher than for the quarter ended
October 31, 1997. Substantially all of these revenues during the
first quarter of fiscal 1999 were from contract services to domestic
corporations. This includes a one-time fee of $75,000 for CTT's
obtaining equity financing for a start-up company. During the quarter
ended October 31, 1997, the Company completed work on a few small
service contracts. Service contract revenues for the first quarter
of fiscal 1998 were smaller amounts spread across several university,
government and domestic corporation clients.
Total operating expenses for the quarter ended October 31, 1998
were $773,220. This is $222,716 (22%) lower than for the quarter
ended October 31, 1997. The Company reduced personnel and related
expenses, consultants' fees and expenses, amortization expense, and
VVI's research and development expenses. These reductions were
partially offset by higher directors' fees and expenses, legal
expenses, shareholders' expenses and professional fees. The Company
reduced its operating expenses by closing its Cleveland, Ohio, office
in January, 1998, and its Bethlehem, Pennsylvania, office in
September, 1998, and by reducing its Connecticut office staff. The
full benefit of certain of these expense reductions will be reflected
in the second quarter of fiscal 1999.
Costs of technology management services for the quarter ended
October 31, 1998, were $81,783 (16%) lower than for the quarter ended
October 31, 1997, as more fully discussed below.
Costs related to licensing and retained royalties were
approximately $22,000 higher in the first quarter of fiscal 1999 than
in the first quarter of fiscal 1998. This is primarily due to higher
personnel costs (including benefits and overheads) associated with
patenting and licensing services. Total domestic and foreign patent
costs, patent litigation expenses and recoveries of foreign patent
costs against university royalties were slightly lower in the first
quarter of fiscal 1999 than in the first quarter of fiscal 1998.
Costs related to service contracts were approximately $83,000
lower in the first quarter of fiscal 1999 than in the first quarter
of fiscal 1998. The greatest portion of this reduction was in
personnel costs (including benefits and overheads) and consultants'
costs associated with service contracts. Personnel costs incurred to
obtain equity financing for the start-up company noted above were
recognized in the current and past periods when the services were
performed; however, due to the uncertainty of securing that equity
financing, the revenue could only be recognized when the financing was
received and the earnings process was complete.
Costs associated with new client development (principally
personnel costs, including benefits and overheads) were approximately
$20,000 lower for the first quarter of fiscal 1999 than for the first
quarter of fiscal 1998. This is a direct result of reducing the
number of Company employees. Management believes that the Company's
development activities are now more sharply focused on signing new
clients with a higher probability of generating revenues more quickly.
General and administration expenses in the fiscal 1999 quarter
were approximately $136,000 (33%) lower than in the fiscal 1998
quarter. This results primarily from the Company's reduced number of
employees.
Restructuring charges in the quarter ended October 31, 1998,
related to the costs of closing the Company's Bethlehem, Pennsylvania,
office and other staff reductions made in August and September, 1998.
Restructuring charges in the quarter ended October 31, 1997, related
to the costs of closing the Company's office in Cleveland, Ohio. Both
actions were taken to reduce operating expenses and improve operating
efficiency.
The net effect of the $22,931 increase in operating revenues and
the $222,716 reduction in operating expenses was to reduce the
Company's operating loss by $245,647 (41%) compared with the first
quarter of fiscal 1998.
Interest income in the first quarter of fiscal 1998 was 4% higher
than in the first quarter of fiscal 1997. The Company's average
invested balances for the first quarter of fiscal 1999 were higher
than for the first quarter of fiscal 1998. However, weighted average
interest rates were 0.34% lower for the fiscal 1999 quarter. Interest
expense of $1,803 and $17,041 in the fiscal 1999 and 1998 quarters,
respectively, relates to the debt incurred in connection with the
acquisition of USET.
Other income for the quarter ended October 31, 1997, included
approximately $18,000 gain realized from available-for-sale
securities.
Other expenses for the quarters ended October 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 12 to Consolidated Financial Statements in the Company's Annual
Report on Form 10-K for the year ended July 31, 1998. Further
hearings in this case have been adjourned and are expected to occur
in calendar 1999. CTT is unable to estimate the related legal
expenses which may be incurred in the remaining quarters of fiscal
1999. Unilens Corp. USA ("Unilens") made no payments in either
quarter of fiscal 1999 or 1998. Since CTT carries this receivable at
zero value, any collections will be recorded in the period collected.
Through October 31, 1998, the Company had received aggregate cash
proceeds of approximately $1,011,000 from the January 1989 sale of
University Optical Products Co. 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's adoption of Statements of Financial Accounting
Standards No. 130 and 131 did not have a material effect on its
financial statements. The Company's only item of other comprehensive
income is unrealized holding gains or losses on available-for-sale
securities. All the Company's activities are in one operating
segment, technology management services.
The Company does not expect adoption of Statement of Financial
Accounting Standards No. 133 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, 1998).
Results of Operations - Three Months Ended October 31, 1998 vs. Three
Months Ended July 31, 1998
Consolidated revenues for the quarter ended October 31, 1998 were
$345,414 (45%) lower than for the quarter ended July 31, 1998.
Historically, retained royalties in the first fiscal quarter are lower
than in the fourth fiscal quarter because of licensees who report
semiannually. Retained royalties in the first quarter of fiscal 1999
were $397,601 (56%) lower than in the fourth quarter of fiscal 1998.
Revenues under service contracts in the first quarter of fiscal 1999
were $52,187 (103%) higher than in the fourth quarter of fiscal 1998.
Total operating expenses of $773,220 in the first quarter of
fiscal 1999 were $395,054 (34%) lower than in the fourth quarter of
fiscal 1998. In the first quarter of fiscal 1999 costs of technology
management services were approximately $98,000 (19%) lower and general
and administration expenses were approximately $67,000 (20%) lower
than in the fourth quarter of fiscal 1998. Costs related to retained
royalties, costs related to service contracts and costs associated
with new client development all decreased as the Company continued its
efforts to control expenses. In the first quarter of fiscal 1999,
restructuring charges were $70,000. In the fourth quarter of fiscal
1998, the Company recognized contract settlement expenses of $300,000
related to the estimated costs of settling the Company's employment
contract with its former President and Chief Executive Officer.
The reduction in consolidated revenues was less than the
reduction in operating expenses in the first quarter of fiscal 1999,
and the Company thereby reduced its operating loss by approximately
$50,000 and reduced its net loss by approximately $31,000.
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, 1998. Actual results may differ
materially from these forward-looking statements.
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 August 1, 1998, the registrant issued to Desmond Towey
& Associates non-transferrable warrants to purchase 3,000 shares of
the registrant's common stock at $9.00 per share (the closing price
on the American Stock Exchange on November 1, 1997). The warrants
were issued in partial consideration for public relations services
provided between August 1, 1998 and October 31, 1998. The warrants
become exercisable in February, 1999, 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 ended
October 31, 1998 and 1997. 19
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: December 14, 1998 By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
President, Chief Operating
Officer, Chief Financial
Officer and Authorized Signer
Exhibit 11.1
COMPETITIVE TECHNOLOGIES, INC.
Schedule of Computation of Earnings Per Share
(Unaudited)
Quarter
ended October 31,
1998 1997
Net loss applicable to common stock $ (315,448) $ (574,175)
Common and common equivalent shares -
diluted:
Basic weighted average common shares
outstanding 5,990,979 5,954,886
Adjustments for assumed exercise of
stock options 1,012* 67,857*
Adjustments for assumed exercise of
stock warrants --* 30,113*
Weighted average number of common and
common equivalent shares outstanding 5,991,991 6,052,856
Net loss per share of common stock:
Basic and diluted $ (0.05) $ (0.10)
* Anti-dilutive.
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.
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Financial Data Schedule for Form 10-Q for October 31, 1998
</LEGEND>
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<NAME> COMPETITIVE TECHNOLOGIES, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> OCT-31-1998
<CASH> 258,955
<SECURITIES> 3,511,629
<RECEIVABLES> 419,689
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