10-Q April 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 April 30, 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 June 1, 1998 5,981,409 shares
Exhibit Index on sequentially numbered page 21 of 23.
Page 1 of 23 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
April 30, 1998 and July 31, 1997 3
Consolidated Statements of Operations for the
three months ended April 30, 1998 and 1997 4
Consolidated Statements of Operations for
the nine months ended April 30, 1998 and 1997 5
Consolidated Statement of Changes in
Shareholders' Interest for the nine
months ended April 30, 1998 6
Consolidated Statements of Cash Flows for the
nine months ended April 30, 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 11-19
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 19
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 20
Item 4. Submission of Matters to a Vote of
Security Holders 20
Item 6. Exhibits and Reports on Form 8-K 21
Signatures 22
PART I. FINANCIAL INFORMATION
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
April 30, 1998 and July 31, 1997
(Unaudited)
April 30 July 31,
1998 1997
ASSETS
Current assets:
Cash and cash equivalents $ 268,046 $ 930,592
Short-term investments, at market 3,249,647 2,534,413
Receivables, including $37,404 and $19,241
receivable from related parties in
April and July, respectively 748,520 1,404,035
Prepaid expenses and other current assets 79,966 115,537
Total current assets 4,346,179 4,984,577
Property and equipment, net 196,686 228,297
Investments 413,982 394,451
Intangible assets acquired, principally
licenses and patented technologies, net 1,478,682 1,582,686
Other assets 13,073 13,469
TOTAL ASSETS $ 6,448,602 $ 7,203,480
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable, including $1,066 and
$4,258 payable to related parties
in April and July, respectively $ 70,617 $ 87,644
Accrued liabilities 1,660,515 1,290,825
Current portion of purchase obligation 295,583 550,000
Total current liabilities 2,026,715 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 60,032 59,518
Capital in excess of par value 25,600,566 25,218,106
Treasury stock (common), at cost:
21,784 and 15,346 shares in April
and July, respectively (171,544) (98,511)
Net unrealized holding gains (losses)
on available-for-sale securities (5,729) 7,802
Accumulated deficit (21,122,113) (20,232,844)
Total shareholders' interest 4,421,887 5,014,746
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 6,448,602 $ 7,203,480
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the three months ended April 30, 1998 and 1997
(Unaudited)
1998 1997
Revenues:
Retained royalties $ 416,771 $ 459,802
Revenues under service contracts
and grants, including $10,174,
and $26,437 from related parties in
1998 and 1997, respectively 42,796 109,049
459,567 568,851
Costs of technology management
services 604,724 759,235
General and administration expenses,
of which $1,411 and $3,619
were paid to related parties in 1998
and 1997, respectively 273,179 268,937
877,903 1,028,172
Operating loss (418,336) (459,321)
Interest income 39,704 30,506
Interest expense (1,803) (17,041)
Income (losses) related to equity
method affiliates (7,318) 9,047
Other income (expense), net (237) 3,346
Loss from continuing operations
before minority interest (387,990) (433,463)
Minority interest in losses of
subsidiaries -- 35,000
Net loss $ (387,990) $ (398,463)
Net loss per share:
Basic and diluted $ (0.06) $ (0.07)
Weighted average number of common
shares outstanding:
Basic and diluted 5,977,433 5,921,172
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the nine months ended April 30, 1998 and 1997
(Unaudited)
1998 1997
Revenues:
Retained royalties $ 1,686,678 $ 1,318,101
Revenues under service contracts
and grants, including $90,307,
and $114,391 from related parties in
1998 and 1997, respectively 160,428 511,875
1,847,106 1,829,976
Costs of technology management
services, of which $36,612 was
paid to related parties in 1997 1,559,044 2,035,054
General and administration expenses,
of which $5,192 and $38,879
were paid to related parties in 1998
and 1997, respectively 1,266,419 1,086,196
2,825,463 3,121,250
Operating loss (978,357) (1,291,274)
Interest income 127,394 109,696
Interest expense (35,885) (74,297)
Income related to equity
method affiliates 4,549 43,366
Other income (expense), net (8,570) 7,150
Loss from continuing operations
before minority interest (890,869) (1,205,359)
Minority interest in losses of subsidiaries 1,600 35,000
Net loss $ (889,269) $(1,170,359)
Net loss per share:
Basic and diluted $ (0.15) $ (0.20)
Weighted average number of common
shares outstanding:
Basic and diluted 5,965,357 5,910,907
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders' Interest
For the nine months ended April 30, 1998
(Unaudited)
<TABLE>
<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)
Stock issued under
Directors' Stock
Participation Plan . . 12,006 120 101,130
Exercise of common stock
options . . . . 33,358 333 243,684 (6,438) (73,033)
Exercise of warrants . . 6,000 61 28,265
Grants of warrants to
consultants. . . . . . 9,381
Net change in unrealized
holding gains (losses)
on available-for-sale
securities . . . . . . (13,531)
Net loss . . . . . . . . (889,269)
Balance - April 30, 1998 2,427 $60,675 6,003,193 $60,032 $25,600,566 (21,784) $(171,544) $ (5,729) $(21,122,113)
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
for the nine months ended April 30, 1998 and 1997
(Unaudited)
1998 1997
Cash flow from operating activities:
Loss from continuing operations $ (889,269) $(1,170,359)
Noncash items included in loss
from continuing operations:
Depreciation and amortization 174,851 285,972
Equity method affiliates (4,549) (43,366)
Minority interest (1,600) (35,000)
Directors' stock and stock retirement
plan accruals 139,927 134,650
Amortization of discount on purchase
obligation 35,885 74,297
Other noncash items 33,065 (42,200)
Other (13,054) 19
Net changes in various operating
accounts:
Receivables 655,515 591,691
Prepaid expenses and other current
assets 35,571 79,041
Accounts payable and accrued
liabilities 273,420 471,532
Net cash flow from operating activities 439,762 346,277
Cash flow from investing activities:
Purchases of property and equipment, net (25,768) (127,181)
Purchases of other short-term investments (3,876,091) (3,012,782)
Proceeds from sales of short-term
investments 3,165,808 4,715,784
Investments in affiliates and subsidiaries (15,000) 17,679
Net cash flow (used in) from investing
activities (751,051) 1,593,500
Cash flow from financing activities:
Proceeds from issuance of common stock, net 199,310 124,468
Proceeds from minority's investment in
subsidiary's common stock -- 35,000
Repayment of purchase obligation (550,567) (483,440)
Net cash flow used in financing activities (351,257) (323,972)
Net (decrease) increase in cash and
cash equivalents (662,546) 1,615,805
Cash and cash equivalents, beginning
of period 930,592 560,640
Cash and cash equivalents, end of period $ 268,046 $ 2,176,445
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 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.
At April 30, 1998 and 1997, respectively, options and warrants
to purchase 536,542 and 495,400 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
As of April 30, 1998 the components of the Company's available-
for-sale securities are as follows:
Gross Gross
Unrealized Unrealized
Aggregate Holding Holding
Security Type Fair Value Gains Losses Cost Basis
Equity
Securities $49,477 $ -- $5,729 $55,206
For the quarter ended April 30, 1998, there were no sales of
available-for-sale securities. For the quarter ended April 30, 1997,
proceeds from the sale of available-for-sale securities were
$2,237,675 which resulted in gross realized gains of $18,410. For the
nine months ended April 30, 1998 and 1997, respectively, proceeds from
the sale of available-for-sale securities were $1,500,000 and
$4,715,784 which resulted in realized gains of $18,482 and $58,055.
Cost is based on specific identification in computing realized gains.
4. Receivables
Receivables comprise:
April 30, July 31,
1998 1997
Royalties $ 696,541 $1,288,363
Other 51,979 115,672
$ 748,520 $1,404,035
5. Accrued Liabilities
Accrued liabilities were:
April 30, July 31,
1998 1997
Accrued compensation $ 210,213 $ 159,519
Royalties payable 1,088,193 837,718
Other accrued liabilities 362,109 293,588
$1,660,515 $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 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 April 30, 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 $268,046 at April 30, 1998 are
$662,546 lower than cash and cash equivalents of $930,592 at July
31, 1997. Operating activities provided $439,762, investing
activities used $751,051 and financing activities used $351,257.
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 are being performed in other
Company offices and certain sales and marketing services have been
contracted out. CTT recorded general and administration expenses
of approximately $75,000 in connection with this action. In
addition, CTT 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 $889,269 for the nine months ended April 30, 1998 included
the following noncash items: depreciation and amortization of
approximately $175,000, income related to equity method affiliates
of approximately $5,000, amortization of discount on purchase
obligation of approximately $36,000 and accruals of approximately
$190,000.
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 $591,822 decrease in royalties receivable and the
$250,475 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 $26,000 of equipment and furnishings were
purchased in this nine-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
$3,876,000 was invested in other short-term investments.
CTT received $199,310 during the nine months ended April 30,
1998, from stock options and warrants 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 April 30, 1998, the remaining amount
of such contingent obligations was $92,617.
At April 30, 1998, the Company had no outstanding commitments
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
development activities will continue to proceed at a minimum level.
The Company, the inventor and others supported VVI's development
activities during the first nine months of fiscal 1998 during which
time VVI improved its video compression software product for
inclusion in MPEG-4, an international 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 $3,518,000 in cash, cash equivalents and short-
term investments at April 30, 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
activities 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 April 30, 1998 vs. Three
Months Ended April 30, 1997
Consolidated revenues for the quarter ended April 30, 1998,
were $109,284 (19%) lower than for the quarter ended April 30,
1997.
Retained royalties were $43,031 (9%) lower. Revenues from new
licenses and sublicenses include license fees, amounts for past
infringements and earned royalties.
Although retained royalties from licensees covering
performance of homocysteine assays were higher in the current
quarter than in last year's quarter, they have not yet become
material. The current quarter's royalties reported by these new
licensees were lower than the Company had expected. The Company
had expected the price of a homocysteine test would be in a range
from $75 to $125 per test. However, licensees have reported lower
discounted prices for the test. The weighted average price for
homocysteine tests reported to the Company during the third fiscal
quarter was $53 per test. The quantities of tests reported by
these new licensees approximated expected quantities. 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. The Company expects its retained
royalties from these licenses to continue to increase in future
quarters.
In addition, during the current quarter an exclusive licensee
reported royalties of approximately $96,000 from a new sublicensee
for two years of past infringing sales. During the 1997 quarter,
the Company earned a $100,000 fee for the sale of rights to a
corporate client's technology, but there was no comparable
transaction during the 1998 quarter. In addition, retained royalty
revenues for the current quarter were reduced by $111,000 because
of another licensee's recalculation of royalties for the period
from July, 1995 through December, 1997. This substantially offset
other royalty increases. The Company is reviewing this
recalculation thoroughly. The Company continues to monitor all
licensees' royalty reports.
Certain of the Company's Vitamin B12 assay patents and
licenses, which contributed approximately $150,000 of total
retained royalties in fiscal 1997, expired in April, 1998, as more
fully detailed in Note 6 to Consolidated Financial Statements in
the Company's Annual Report on Form 10-K for the year ended July
31, 1997. However, since these licensees report semi-annually, the
effect of these expirations will not be reflected in retained
royalties until the fourth quarter of fiscal 1998.
Revenues under service contracts were $66,253 (61%) lower than
in the quarter ended April 30, 1997. During the quarter ended
April 30, 1998, the Company earned service contract revenues from
several corporate, state government and university clients. The
Company does not expect to earn significant revenues in the
foreseeable future from service contracts. While the Company
continues to provide its technology management services to
corporations and universities, its primary compensation under a
growing portion of these agreements is a share of revenues, if any,
from the Company's transfer of its clients' technologies. During
the previous year's quarter, the Company earned revenues under
nonrecurring domestic corporate, government and university service
contracts.
Total operating expenses for the 1998 third quarter were
$150,269 (15%) lower than for the 1997 third quarter. The Company
closed its office in Cleveland, effective January 31, 1998. This
reduced total personnel costs and related operating expenses.
These reductions were greater than related increases in
consultants' fees and expenses. In the 1998 third quarter higher
shareholders' expenses were incurred in connection with the annual
meeting of shareholders on March 31, 1998. These expenses included
proxy printing, solicitation and other expenses. An approximately
equivalent expense was also incurred in the 1998 second quarter for
printing materials which were not mailed because certain
shareholders filed a Schedule 13D. In addition, VVI's research and
development expenses were $47,005 lower and amortization expenses
were $44,199 lower.
Company personnel spent more total time and a higher
proportion of total available time on technology management
services in the current quarter. Lower total operating expenses
and the higher proportion of time combined to reduce costs of
technology management services by $154,511 (20%) as more fully
discussed below.
Costs related to retained royalties were approximately
$107,000 (55%) higher in the third quarter of fiscal 1998. This
reflects increased costs for subcontractors retained for certain
sales and marketing services related to certain corporate
technologies and higher personnel costs (including benefits and
overheads) associated with patenting and licensing services, higher
domestic patent costs and higher patent litigation expenses. These
higher costs were partially offset by higher recoveries of foreign
patent costs against university royalties.
Costs related to service contracts (including direct charges
for subcontractors' services and personnel costs associated with
service contracts) were approximately $276,000 (82%) lower in the
third quarter of fiscal 1998 than in the third 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
approximately $14,000 (6%) higher than for the third quarter of
fiscal 1997.
General and administration expenses were approximately $4,000
(2%) higher in the quarter ended April 30, 1998, than in the
quarter ended April 30, 1997.
The net effect of the $109,284 (19%) decrease in operating
revenues and the $150,269 (15%) decrease in operating expenses
reduced the Company's operating loss for the quarter ended April
30, 1998 by $40,985.
Interest income was approximately $9,000 (30%) higher due to
higher average invested balances and higher weighted average
interest rates. Interest expense of $1,803 and $17,041 in the
fiscal 1998 and 1997 quarters, respectively, relates to the debt
incurred in connection with the acquisition of USET.
In the quarter ended April 30, 1998, net losses related to
equity method affiliates comprised CTT's equity in the net income
of Equine Biodiagnostics, Inc. ("EBI") which was more than offset
by CTT's equity in other affiliates' net losses. In the fiscal
1997 third quarter, net income related to equity method affiliates
was principally CTT's equity in the net income of EBI partially
offset by CTT's equity in other net losses.
Other income for the quarter ended April 30, 1997, included
$18,000 gains realized on sales of short-term investments. There
were no such gains in the third quarter of fiscal 1998.
Other expenses for the quarter ended April 30, 1997, were
legal expenses incurred in connection with a suit brought against
CTT, some of its subsidiaries and former 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 it may incur in the remaining
quarter of 1998 or fiscal 1999. Unilens made no payments in either
quarter of fiscal 1998 or 1997. Since CTT carries this receivable
at zero value, it will record any collections in the period
collected. Through April 30, 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 CTT received cash
proceeds, 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.
As discussed more completely in Note 2 in the accompanying
Consolidated Financial Statements in this Quarterly Report on Form
10-Q, the Company adopted Statement of Financial Accounting
Standard No. 128 for the quarter ended January 31, 1998. Because
the Company had losses from continuing operations for all quarters
in fiscal 1996, 1997 and 1998 before adoption of this standard, the
restated losses per share have not changed from previously reported
losses per share.
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 does
not expect that it will have a material impact on its business,
operations or financial condition. However, the Company is
requesting that its licensees confirm that the Year 2000 computer
issue will not impact their ability to produce or report royalties
after December 31, 1999.
Results of Operations - Nine Months Ended April 30, 1998 vs. Nine
Months Ended April 30, 1997
Consolidated revenues for the nine months ended April 30,
1998, were $17,130 (1%) higher than for the nine months ended April
30, 1997.
Retained royalties were $368,577 (28%) higher for the fiscal
1998 period. This increase includes revenues (license fees,
amounts for past infringements, and earned royalties) from new
licenses and sublicenses, an option fee, a final royalty settlement
on an expired patent and higher earned royalties on several
licensed technologies. These increases were offset by corrections
of approximately $111,000 to previously reported royalties reported
by a licensee during the third quarter of fiscal 1998.
Revenues under service contracts were $351,447 (69%) lower
than in the nine months ended April 30, 1997. During the nine
months ended April 30, 1998, the Company's service contract
revenues were earned principally from a state government contract
and several small corporate, government and university contracts.
During the previous year's nine months, the Company earned revenues
principally under several large nonrecurring international and
domestic corporate, government and university service contracts.
Total operating expenses for the first three quarters of 1998
were $295,787 (9%) lower than for the same period of 1997. Total
personnel costs, consultants' fees and expenses, and related
operating expenses were lower. VVI's research and development
expenses were $48,739 lower and amortization expenses were $114,388
lower. Costs related to the acquisition of Competitive
Technologies of PA, Inc. were fully amortized in September, 1997.
Directors' fees and expenses and shareholders' expenses were
higher.
Costs of technology management services in the first nine
months of fiscal 1998 were $476,010 (23%) lower than in the first
nine months of fiscal 1997 as more fully discussed below.
Costs related to retained royalties were approximately $35,000
(6%) higher in the nine months ended April 30, 1998, than in the
nine months ended April 30, 1997. This reflects higher personnel
costs (including benefits and overheads) associated with patenting
and licensing services, and higher patent litigation expenses,
partially offset by lower foreign patent costs, lower amortization
expenses, higher recoveries of foreign patent costs against
university royalties, and reduced costs for subcontractors retained
for sales and marketing certain corporate technologies.
Costs related to service contracts (including direct charges
for subcontractors' services and personnel costs associated with
service contracts) were approximately $519,000 (64%) lower in the
nine months of fiscal 1998 than in the nine months 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
approximately equal in both nine-month periods.
General and administration expenses were $180,223 (17%) higher
in the nine months ended April 30, 1998, than in the nine months
ended April 30, 1997. This includes approximately $75,000 which
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 restructuring its Board of Directors
and related matters.
The net effect of the $17,130 (1%) increase in operating
revenues and the $295,787 (9%) decrease in operating expenses was
to reduce the Company's operating loss by $312,917 (24%) compared
with the first nine months of fiscal 1997.
Interest income was $17,698 (16%) higher despite lower average
invested balances. Weighted average interest rates were
approximately 1.24% higher in the nine months of fiscal 1998.
Interest expense of $35,885 and $74,297 in the nine months of
fiscal 1998 and 1997, respectively, relates to the debt incurred in
connection with the acquisition of USET.
In the nine months ended April 30, 1998, net income related to
equity method affiliates comprised CTT's equity in the net income
of EBI ($25,900) substantially offset by CTT's equity in other net
losses. In the nine months ended April 30, 1997, net income
related to equity method affiliates was principally CTT's equity in
the net income of EBI ($51,000) partially offset by CTT's equity in
other net losses.
Other income for the nine months ended April 30, 1998,
includes approximately $18,000 gain realized from available-for-
sale securities. Other income for the nine months ended April 30,
1997, included $58,000 gain from short-term investments.
Other expenses for the nine months ended April 30, 1998 and
1997 were legal expenses incurred in connection with a suit brought
against CTT, some of its subsidiaries and former 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 April 30, 1998 (Third
Quarter) vs. Three Months Ended January 31, 1998 (Second Quarter)
Consolidated revenues for the third quarter were $531,589
(54%) lower than for the second quarter of fiscal 1998. Lower
retained royalties account for $496,313 of this reduction and lower
service contract revenues account for $35,276. Historically,
retained royalties in the second quarter are higher than in the
third quarter because of licensees who report semiannually. In
addition, the second quarter included a sublicense fee and a final
royalty settlement on an expired patent. Increased royalties from
new licenses and sublicenses in the third quarter were
substantially offset by another licensee's reported reductions to
previously reported royalties (amounting to $111,000 covering the
period July 1995 through December 1997) and the effect of a sale of
rights to a corporate client's technology in the second quarter.
Revenues under service contracts were lower in the third quarter
principally due to a state government contract in the second
quarter.
Total operating expenses of $877,903 in the third quarter of
fiscal 1998 were approximately $73,721 (8%) lower than in the
second quarter. This reflects the Company's continuing efforts to
control expenses. In the third quarter costs of technology
management services were approximately $162,000 (37%) higher and
general and administration expenses were approximately $236,000
(46%) lower than in the second quarter. Personnel costs (including
benefits and overheads) represented 77% of third quarter costs of
technology management services. In the second quarter they
represented 87%. The remainder in each quarter was direct
expenses, including $75,000 in the third quarter for subcontractors
retained for certain sales and marketing services related to
certain corporate technologies.
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
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) On March 20, 1998, Desmond Towey & Associates exercised
warrants to purchase 6,000 shares of the registrant's common
stock at $5.4375 per share ($32,625) in cash. 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 and the shares bear restrictive legends.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of stockholders held March
31, 1998, the following directors were elected:
Name Votes For Votes Withheld
George C.J. Bigar 5,170,764 552,480
Michael G. Bolton 4,913,766 809,478
Robert H. Brown, Jr. 5,035,834 687,410
John M. Sabin 4,864,051 859,193
George M. Stadler 4,500,507 1,222,737
In addition, no votes were withheld as to all nominees and
there were no broker non-votes.
Also at the Company's annual meeting of stockholders held
March 31, 1998, stockholders approved amending the Company's
Restated Certificate of Incorporation to increase the authorized
number of shares of Common Stock from 7,964,080 to 20,000,000.
There were 3,653,211 shares voted for and 1,995,943 shares voted
against this proposal and 74,090 shares abstained. There were no
broker non-votes.
Also at the Company's annual meeting of stockholders held
March 31, 1998, stockholders rejected a proposed amendment to the
Company's Restated Certificate of Incorporation to authorize
5,000,000 shares of undesignated Class A Preferred Stock. There
were 1,677,683 shares voted for and 2,052,927 shares voted
against this proposal. In addition, 68,631 shares abstained and
there were 1,924,003 broker non-votes.
Also at the Company's annual meeting of stockholders held
March 31, 1998, stockholders approved the 1997 Employees' Stock
Option Plan and reserving 275,000 shares of Common Stock for
options under the Plan. There were 3,563,773 shares voted for
and 1,987,078 shares voted against this proposal. In addition,
154,666 shares abstained and there were 17,727 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K Page
A) Exhibits
3.1 Unofficial Restated Certificate of Incorpora-
tion of the registrant as amended to March 31,
1998, filed as Exhibit 4.1 to registrant's
Registration Statement on Form S-8, File
Number 333-49095, and hereby incorporated by
reference.
10.1* Registrant's 1997 Employees' Stock Option Plan,
filed as Exhibit 4.3 to registrant's Registration
Statement on Form S-8, File Number 333-49095,
and hereby incorporated by reference.
11.1 Schedule of computation of earnings per
share for the three months and nine months
ended April 30, 1998 and 1997. 23
27.1 Financial Data Schedule (EDGAR only).
* Management Contract or Compensatory Plan.
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: June 15, 1998 By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
Vice President, Finance,
Treasurer, Chief Financial
Officer and Authorized Signer
Exhibit 11.1
COMPETITIVE TECHNOLOGIES, INC.
Schedule of Computation of Earnings Per Share
(Unaudited)
Nine months Quarter
ended April 30, ended April 30,
1998 1997 1998 1997
Net loss applicable
to common stock $ (889,269) $(1,170,359) $ (387,990) $ (398,463)
Common and common
equivalent shares -
diluted:
Basic weighted average
common shares
outstanding 5,965,357 5,910,907 5,977,433 5,921,172
Adjustments for assumed
exercise of stock
options 38,948* 63,583* 41,725* 55,918*
Adjustments for assumed
exercise of stock
warrants 4,582* 18,472* 3,659* 9,138*
Weighted average number
of common and common
equivalent shares
outstanding 6,008,887 5,992,962 6,022,817 5,986,228
Net loss per share of
common stock:
Basic and diluted $ (0.15) $ (0.20) $ (0.06) $ (0.07)
* 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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<ARTICLE> 5
<LEGEND>
Financial Data Schedule for Form 10-Q for April 30, 1998
</LEGEND>
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<NAME> COMPETITIVE TECHNOLOGIES, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> APR-30-1998
<CASH> 268,046
<SECURITIES> 3,249,647
<RECEIVABLES> 748,520
<ALLOWANCES> 0
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<CURRENT-ASSETS> 4,346,179
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<TOTAL-ASSETS> 6,448,602
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60,675
<COMMON> 60,032
<OTHER-SE> 4,301,180
<TOTAL-LIABILITY-AND-EQUITY> 6,448,602
<SALES> 0
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