10-Q April 1999
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, 1999
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, 1999 - 5,980,228 shares
Exhibit Index on sequentially numbered page 22 of 24.
Page 1 of 24 sequentially numbered pages
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1. Condensed Financial Statements
A. Financial Statements (Unaudited)
Consolidated Balance Sheets at
April 30, 1999 and July 31, 1998 3
Consolidated Statements of Operations for the
three months ended April 30, 1999 and 1998 4
Consolidated Statements of Operations for the
nine months ended April 30, 1999 and 1998 5
Consolidated Statement of Changes in
Shareholders' Interest for the nine
months ended April 30, 1999 6
Consolidated Statements of Cash Flows for the
nine months ended April 30, 1999 and 1998 7
Notes to Consolidated Financial Statements 8-12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 13-21
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 21
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote
of Security Holders 22
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
PART I. FINANCIAL INFORMATION
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
April 30, 1999 and July 31, 1998
(Unaudited)
April 30, July 31,
1999 1998
ASSETS
Current assets:
Cash and cash equivalents $ 210,753 $ 216,826
Short-term investments, at market 2,994,737 2,417,792
Receivables, including $302 and $20,143
receivable from related parties in
April and July, respectively 2,206,348 1,491,937
Prepaid expenses and other current assets 77,670 139,780
Total current assets 5,489,508 4,266,335
Property and equipment, net 166,321 171,214
Investments 200,682 408,288
Intangible assets acquired, principally
licenses and patented technologies, net 1,340,010 1,444,014
Other assets -- 12,013
TOTAL ASSETS $ 7,196,521 $ 6,301,864
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable, including $2,043
payable to related parties in
July $ 173,189 $ 37,323
Accrued liabilities 2,548,344 1,794,742
Current portion of purchase obligation -- 297,386
Total current liabilities 2,721,533 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 25,626,938 25,637,881
Treasury stock (common), at cost;
22,965 and 10,191 shares
in April and July,
respectively (119,266) (95,968)
Accumulated other comprehensive
loss (17,707) (21,874)
Accumulated deficit (21,135,684) (21,468,333)
Total shareholders' interest 4,474,988 4,172,413
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 7,196,521 $ 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 April 30, 1999 and 1998
(Unaudited)
1999 1998
Revenues:
Retained royalties $ 1,179,813 $ 416,771
Revenues under service contracts,
including $2,500 and $10,174
from related parties in 1999
and 1998, respectively 12,693 42,796
1,192,506 459,567
Costs of technology management
services 518,197 604,724
General and administration expenses,
of which $1,600 and $1,411 were
paid to related parties in 1999
and 1998, respectively 241,796 273,179
759,993 877,903
Operating income (loss) 432,513 (418,336)
Interest income 33,553 39,704
Interest expense -- (1,803)
Losses related to equity
method affiliates -- (7,318)
Other income (expense), net (6,803) (237)
Income (loss) before taxes 459,263 (387,990)
Provision for income taxes 50,000 --
Net income (loss) 409,263 (387,990)
Other comprehensive income:
Net unrealized holding gains (losses)
on available-for-sale securities (5,208) (5,729)
Comprehensive income (loss) $ 404,055 $ (393,719)
Net income (loss) per share:
Basic and diluted $ 0.07 $ (0.06)
Weighted average number of common
shares outstanding:
Basic 5,981,352 5,977,433
Diluted 6,020,127 5,977,433
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the nine months ended April 30, 1999 and 1998
(Unaudited)
1999 1998
Revenues:
Retained royalties $ 2,461,522 $ 1,686,678
Revenues under service contracts,
including $2,746 and $90,307
from related parties in 1999
and 1998, respectively 143,572 160,428
2,605,094 1,847,106
Costs of technology management
services 1,409,098 1,559,044
General and administration expenses,
of which $4,000 and $5,192 were
paid to related parties in 1999
and 1998, respectively 815,941 1,266,419
Restructuring charges 70,000 --
2,295,039 2,825,463
Operating income (loss) 310,055 (978,357)
Interest income 118,286 127,394
Interest expense (3,607) (35,885)
Income (losses) related to equity
method affiliates (748) 4,549
Other income (expense), net (41,337) (8,570)
Income (loss) before taxes and
minority interest 382,649 (890,869)
Provision for income taxes 50,000 --
Income (loss) before minority interest 332,649 (890,869)
Minority interest in loss of
subsidiary -- 1,600
Net income (loss) 332,649 (889,269)
Other comprehensive income:
Net unrealized holding gains (losses)
on available-for-sale securities 4,167 (5,729)
Reclassification adjustment for
realized gains included in net income -- (7,802)
Comprehensive income (loss) $ 336,816 $ (902,800)
Net income (loss) per share:
Basic and diluted $ 0.06 $ (0.15)
Weighted average number of common
shares outstanding:
Basic 5,982,552 5,965,357
Diluted 6,006,042 5,965,357
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, 1999
(Unaudited)
<TABLE>
<CAPTION>
Preferred Stock Accumulated
Shares Common Stock Capital in Other
issued and Shares excess of Treasury Stock Comprehensive Accumulated
outstanding Amount issued Amount par value Shares held Amount Income (Loss) Deficit
<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
Stock issued under 1996
Directors' Stock
Participation Plan... (22,683) 10,625 74,147
Other comprehensive
income:
Net unrealized holding
gains (losses) on
available-for-sale
securities......... 4,167
Purchase of treasury
stock................ (23,400) (97,445)
Net income............. 332,649
Balance - April 30, 1999 2,427 $60,675 6,003,193 $60,032 $25,626,938 (22,965) $(119,266) $ (17,707) $(21,135,684)
</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, 1999 and 1998
(Unaudited)
1999 1998
Cash flow from operating activities:
Income (loss) from operations $ 332,649 $ (889,269)
Noncash items included in income
(loss) from operations:
Depreciation and amortization 149,689 174,851
Equity method affiliates 748 (4,549)
Minority interest -- (1,600)
Directors' stock and stock retirement
plan accruals 109,794 139,927
Amortization of discount on purchase
obligation 3,607 35,885
Other noncash items 11,740 33,065
Other 20 (13,054)
Net changes in various operating
accounts:
Receivables (714,411) 655,515
Prepaid expenses and other current
assets 62,110 35,571
Accounts payable and accrued
liabilities 843,151 273,420
Net cash flow from operating activities 799,097 439,762
Cash flow from investing activities:
Purchases of property and
equipment, net (40,792) (25,768)
Purchases of other short-term investments (572,778) (3,876,091)
Proceeds from sales of short-term
investments -- 3,165,808
Proceeds from sales of investments in
affiliates 206,838 (15,000)
Net cash flow from investing activities (406,732) (751,051)
Cash flow from financing activities:
Proceeds from issuance of common stock, net -- 199,310
Purchases of treasury stock (97,445) --
Repayment of purchase obligation (300,993) (550,567)
Net cash flow from financing activities (398,438) (351,257)
Net decrease in cash and cash equivalents (6,073) (662,546)
Cash and cash equivalents, beginning
of period 216,826 930,592
Cash and cash equivalents, end of period $ 210,753 $ 268,046
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. Net Income (Loss) Per Share
The following table sets forth the computations of basic and
diluted net income (loss) per share.
Nine months Quarter
ended April 30, ended April 30,
1999 1998 1999 1998
Net income (loss)
applicable to common stock:
Basic and diluted $ 332,649 $ (889,269) $ 409,263 $ (387,990)
Weighted average number
of common shares
outstanding 5,982,552 5,965,357 5,981,352 5,977,433
Effect of dilutive
securities:
Stock options 23,490 -- 38,775 --
Stock warrants -- -- -- --
Weighted average number of
common shares outstanding
and dilutive securities 6,006,042 5,965,357 6,020,127 5,977,433
Net income (loss) per share
of common stock:
Basic and diluted $ 0.06 $ (0.15) $ 0.07 $ (0.06)
At April 30, 1999 and 1998, respectively, options and warrants
to purchase 471,542 and 536,542 shares of common stock were
outstanding but were not included in the computation of earnings per
share because they were anti-dilutive.
5. Investment in Affiliate
During the nine months ended April 30, 1999, 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.
6. Short-term Investments
On April 30, 1999, the Company's available-for-sale securities
were as follows:
Accumulated Accumulated
Other Other
Aggregate Comprehensive Comprehensive
Security Type Fair Value Income Loss Cost Basis
Equity
Securities $37,499 $ -- $17,707 $55,206
For the quarters ended April 30, 1999 and 1998 and for the nine
months ended April 30, 1999, there were no sales of available-for-sale
securities. For the nine months ended April 30, 1998 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 and nine months ended
April 30, 1999 and 1998 follows:
Quarter ended Nine months ended
April 30, April 30,
1999 1998 1999 1998
Accumulated other
comprehensive income (loss):
Accumulated net unrealized
holding gains (losses) on
available-for-sale securities,
beginning of period $(12,499) $ -- $(21,874) $ 7,802
Other comprehensive income:
Holding gains (losses) arising
during the period (5,208) (5,729) 4,167 4,951
Reclassification adjustment
for gains on sales of
securities included in
net income -- -- -- (18,482)
Accumulated other comprehensive
income (loss) $(17,707) $ (5,729) $(17,707) $ (5,729)
No tax effect is reported on the Company's unrealized gains on
securities because the Company has capital loss carryforwards.
7. Receivables
Receivables comprise:
April 30, July 31,
1999 1998
Royalties $2,183,329 $1,444,014
Other 23,019 47,923
$2,206,348 $1,491,937
8. Accrued Liabilities
Accrued liabilities were:
April 30, July 31,
1999 1998
Accrued compensation $ 196,029 $ 117,005
Royalties payable 1,964,000 982,111
Accrued contract settlement 62,077 300,000
Deferred revenues 78,641 99,160
Other 247,597 296,466
$2,548,344 $1,794,742
9. 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 $5.2
million. The case is currently pending on appeal in the Court of
Appeals for the Federal Circuit. 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 one current 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 April 30, 1999, 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.
10. 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, for severance, related legal and other expenses of closing the
office. The Company paid all charges during the three months ended
October 31, 1998.
11. Stock Repurchase Plan
In October, 1998, the Board of Directors authorized CTT to
repurchase up to 250,000 shares of CTT's common stock. The Company
may 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. The Company
repurchased 23,400 shares of its common stock for $97,445 in cash
between October, 1998, and April 30, 1999.
12. Subsequent Events
On May 4, 1999, Metabolite Laboratories, Inc. ("MLI") and
Competitive Technologies, Inc. ("CTT") (collectively "plaintiffs")
filed a complaint and jury demand against Laboratory Corporation of
America Holdings d/b/a LabCorp ("LabCorp") in the United States
District Court for the District of Colorado. The complaint alleges,
among other things, that LabCorp owes plaintiffs royalties for
homocysteine assays performed during and since the summer of 1998
using methods and materials falling within the claims of a patent
owned by CTT. CTT licensed the patent non-exclusively to MLI and MLI
sublicensed it to LabCorp. Plaintiffs claim LabCorp's actions
constitute breach of contract and patent infringement. Their claim
seeks an injunction ordering LabCorp to perform all its obligations
under its agreement, to cure past breaches, to provide an accounting
of wrongfully withheld royalties and to refrain from infringing the
patent. Plaintiffs also seek unspecified money and exemplary damages
and attorneys' fees, among other things. CTT is unable to estimate
the related legal expenses it may incur in this suit.
Effective May 28, 1999, CTT sold its 14.5% interest in NovaNET
Learning, Inc. ("NLI") in connection with the acquisition of NLI by
National Computer Systems, Inc., for $2,472,602 in cash. From
February 15, 1995, through May 28, 1999, CTT accounted for its
$159,375 investment in NLI under the cost method. CTT will recognize
its $2,313,227 gain in the quarter ending July 31, 1999. Capital loss
carryforwards will substantially shelter the gain from Federal and
state income taxes.
PART I. FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition and Liquidity
At April 30, 1999, cash and cash equivalents of $210,753 were
$6,073 lower than cash and cash equivalents of $216,826 at July 31,
1998. Operating activities provided $799,097, investing activities
used $406,732 and financing activities used $398,438.
In addition, Competitive Technologies, Inc. ("CTT") and its
majority-owned subsidiaries ("the Company") held $2,994,737 in short-
term investments at April 30, 1999. These investments are available
for the Company's future operating, investing and financing
activities.
Effective May 28, 1999, CTT sold its 14.5% interest in NovaNET
Learning, Inc. ("NLI") in connection with the acquisition of NLI by
National Computer Systems, Inc., for $2,472,602 in cash. From
February 15, 1995, through May 28, 1999, CTT accounted for its
$159,375 investment in NLI under the cost method. CTT will recognize
its $2,313,227 gain in the quarter ending July 31, 1999. Capital loss
carryforwards will substantially shelter the gain from Federal and
state income taxes.
On May 4, 1999, Metabolite Laboratories, Inc. ("MLI") and
Competitive Technologies, Inc. ("CTT") (collectively "plaintiffs")
filed a complaint and jury demand against Laboratory Corporation of
America Holdings d/b/a LabCorp ("LabCorp") in the United States
District Court for the District of Colorado. The complaint alleges,
among other things that LabCorp owes plaintiffs royalties for
homocysteine assays performed during and since the summer of 1998
using methods and materials falling within the claims of a patent
owned by CTT. CTT licensed the patent non-exclusively to MLI and MLI
sublicensed it to LabCorp. Plaintiffs claim LabCorp's actions
constitute breach of contract and patent infringement. Their claim
seeks an injunction ordering LabCorp to perform all its obligations
under its agreement, to cure past breaches, to provide an accounting
of wrongfully withheld royalties and to refrain from infringing the
patent. Plaintiffs also seek unspecified money and exemplary damages
and attorneys' fees, among other things. CTT is unable to estimate
the related legal expenses it may incur in this suit.
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, for severance, related legal and other expenses of closing the
office. The Company paid all charges during the quarter ended October
31, 1998.
The Company's net income for the nine-month period ended April
30, 1999, included the following noncash items: approximately
$150,000 of depreciation and amortization, $4,000 amortization of
discount on purchase obligation, and $122,000 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. Royalties receivable increased approximately
$739,000 and royalties payable increased approximately $982,000.
These changes in royalties receivable and payable reflect (a) the
timing of a licensee's payment of previously underreported royalties
and (b) the normal cycle of royalty collections and payments. Between
July 31, 1998, and April 30, 1999, salary and benefits continuation
payments and related legal expenses reduced accrued contract
settlement with the Company's former chief executive officer
approximately $238,000.
During the nine months ended April 30, 1999, the Company
purchased approximately $573,000 of other short-term investments.
CTT sold its investment in Equine Biodiagnostics, Inc. ("EBI")
for $198,850 in cash during the quarter ended October 31, 1998. 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. CTT
also received $7,988 from liquidation of another investee accounted
for on the equity method. CTT originally invested $15,000 cash in
this 50%-owned investment. During the time it held this investment,
CTT recognized $7,012 as its equity in the net loss of the investee.
In October, 1998, the Board of Directors authorized CTT to
repurchase up to 250,000 shares of its common stock. The Company may
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. The Company
repurchased 23,400 shares of its common stock for $97,445 in cash
between October, 1998, and April 30, 1999.
On January 31, 1999, the Company paid the remaining $301,000 of
the University Science, Engineering and Technology, Inc. ("USET")
purchase obligation (including interest). The entire original
purchase obligation of $1,835,000 was paid from USET's cash at
acquisition and retained royalties earned during the three years since
January 31, 1996. USET's retained royalties are now fully available
to fund future operating activities.
The Company is contractually required to pay certain persons
specified percentages of Renova royalties received. At April 30,
1999, the remaining amount of such contingent payments was $57,032.
At April 30, 1999, the Company had no outstanding commitments for
capital expenditures.
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 such opportunities are consummated, the
Company may commit capital resources to them.
The Company does not believe 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 modify or replace those 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 requested that its licensees confirm that the Year 2000
computer issue will not prevent them from producing or reporting
royalties after December 31, 1999. Based on licensees' responses and
other information reported by licensees, management does not expect
the Year 2000 issue to have a material effect on royalty revenues.
The Company has also received confirmation from its banks and other
critical vendors that their computer systems are or will be Year 2000
compliant. The Company does not expect its costs to address these
Year 2000 issues to be material. 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 and to share in the royalties from
applications of MPEG-4, if and when they may be earned in the future.
MPEG-4 is 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 expects its share to
be approximately $5,200,000. 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 Note 9 in the
accompanying financial statements and Item 3, Legal Proceedings in the
Company's Annual Report on Form 10-K for the year ended July 31,
1998.)
At April 30, 1999, the Company had $3,205,490 in cash, cash
equivalents and short-term investments and royalties receivable net
of royalties payable of $219,329. On May 28, 1999, CTT received the
$2,472,602 cash proceeds from the sale of its interest in NLI. Based
on the Company's current expectations, it anticipates that currently
available funds will be sufficient to finance cash needs for the
foreseeable future for its current operating activities. However,
expansion of the Company's business is subject to many factors outside
the Company's control or that cannot currently be anticipated,
including without limitation business 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, 1999 vs. Three
Months Ended April 30, 1998
The Company's $432,513 operating income and $409,263 net income
for the third quarter of fiscal 1999 are $850,849 and $797,253 higher,
respectively, than its operating loss and net loss for the third
quarter of fiscal 1998. These improvements reflect both substantially
higher revenues and lower operating expenses. The third quarter of
fiscal 1999 is the second to reflect the full benefit of all measures
previously taken to reduce the Company's operating expenses and
improve its overall operating efficiency. It is also the second
consecutive quarter reporting both operating income and net income.
Total revenues for the quarter ended April 30, 1999, were
$732,939 (159%) higher than for the quarter ended April 30, 1998.
Retained royalties for the quarter ended April 30, 1999, were
$763,042 (183%) higher than for the quarter ended April 30, 1998.
Approximately $542,000 of this increase was from a licensee's
correction of its previously underreported royalties under Vitamin B12
assay licenses for the period from July, 1993, through July, 1998.
The Company earned $189,000 on its encryption technology in the 1999
third quarter. This was from a second milestone payment toward a
paid-up license. During the 1998 quarter, the Company earned $100,000
from sale of a corporate client's technology, but there was no
comparable transaction during the 1999 quarter. In the third quarter
of fiscal 1999 revenues from homocysteine licenses were approximately
$90,000 lower than in the third quarter of fiscal 1998. This decrease
resulted partially from lower license issue fees in the 1999 quarter
and a sublicensee's withholding royalties on certain tests. The
Company has joined with its licensee in a suit against the sublicensee
as detailed above and in footnote 12 to the accompanying financial
statements. Royalty revenue fluctuations also reflect changes in the
timing of royalties reported by licensees and in licensees' sales of
licensed products.
Revenues under service contracts for the quarter ended April 30,
1999, were $30,103 (70%) lower than for the quarter ended April 30,
1998. These reductions reflected lower revenues from service
contracts for domestic corporate and university clients. The Company
earned substantially all of these revenues from contract services to
domestic corporations in the fiscal 1999 quarter. Many of the
Company's service contracts are one-time arrangements unique to a
particular client at a particular time.
Total operating expenses for the quarter ended April 30, 1999,
were $759,993. This was $117,910 (13%) lower than for the quarter
ended April 30, 1998. The Company reduced personnel and related
expenses, consultant's fees and expenses, and VVI's research and
development expenses. These reductions were partially offset by
higher patent legal expenses and higher shareholders' expenses,
including public and investor relations services. Higher expenses
incurred in the 1999 quarter for public and investor relations
services were only partially offset by a reduction in expenses
incurred in connection with the annual meeting of shareholders.
Costs of technology management services for the quarter ended
April 30, 1999, were $86,527 (14%) lower than for the quarter ended
April 30, 1998, as more fully discussed below.
Costs related to licensing and retained royalties were
approximately $55,000 lower in the fiscal 1999 third quarter than in
the fiscal 1998 third quarter. This decrease is because the Company
no longer uses subcontractors on retainer to provide certain sales and
marketing services related to certain corporate technologies. Total
domestic and foreign patent costs, patent litigation expenses and
recoveries of foreign patent costs against university royalties were
nearly the same for the third quarter of fiscal 1999 as for the third
quarter of fiscal 1998.
Costs related to service contracts were approximately $2,000
higher for the third quarter of fiscal 1999 than for the third quarter
of fiscal 1998.
Costs associated with new client development for the third
quarter of fiscal 1999 (principally personnel costs, including
benefits and overheads) were approximately $33,000 lower than for the
third quarter of fiscal 1998. The Company had fewer employees in the
fiscal 1999 quarter than it had in the fiscal 1998 quarter.
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 $31,383 (11%) lower than in the fiscal 1998 quarter. The Company
had fewer employees; however, lower personnel and related expenses
were partially offset by higher shareholders' expenses, including
expenses for public and investor relations services.
The net effect of the $732,939 (159%) increase in operating
revenues and the $117,910 (13%) reduction in operating expenses was
to increase the Company's operating income by $850,849 (203%) compared
with the third quarter of fiscal 1998.
Interest income in the third quarter of fiscal 1999 was lower
than in the third quarter of fiscal 1998. For the third quarter of
fiscal 1999 the Company's average invested balance was slightly lower
and its weighted average interest rate was approximately 0.65% lower
than for the third quarter of fiscal 1998. Interest expense in the
fiscal 1998 quarter related to the debt incurred in acquiring USET.
Other expenses for the quarters ended April 30, 1999, and 1998,
were legal expenses incurred in connection with a suit brought against
CTT, some of its subsidiaries and directors. This suit is 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. Management is unable to estimate the related
legal expenses it may incur in the remaining quarter of fiscal 1999.
Unilens Corp. USA ("Unilens") made no payments in either quarter of
fiscal 1999 or 1998. Since the Company carries this receivable at
zero value, it will record any collections in the period collected.
Through April 30, 1999, 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, the Company paid a 4% commission to Optical Associates,
L.P., its joint venture partner.
The Company has provided for state income taxes at its estimated
effective rate for fiscal 1999. The Company has substantial net
operating loss carryforwards for Federal income tax purposes.
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 - Nine Months Ended April 30, 1999 vs. Nine
Months Ended April 30, 1998
The Company's $310,055 operating income and $332,649 net income
for the nine months of fiscal 1999 are $1,288,412 and $1,221,918
higher, respectively, than its operating loss and net loss for the
nine months of fiscal 1998. The Company increased its revenues by
$757,988 (41%) and reduced its operating expenses by $530,424 (19%)
compared with the nine months of fiscal 1998.
Retained royalties revenues increased substantially while
revenues under service contracts decreased in the nine months ended
April 30, 1999, compared with the nine months ended April 30, 1998.
Retained royalties for the nine months ended April 30, 1999, were
$774,844 (46%) higher than for the nine months ended April 30, 1998.
Approximately $542,000 of this increase was from a licensee's
correction in the third quarter of fiscal 1999 of its previously
underreported royalties under Vitamin B12 assay licenses for the
period from July, 1993, through July, 1998. This correction was
partially offset by lower royalty revenues from other Vitamin B12
assay licensees due to expiration of a U.S. Patent in April, 1998.
The first encryption license revenues from milestone payments toward
a paid-up license totalled $472,500 in the second and third quarters
of fiscal 1999. Revenues from homocysteine licenses, including
license issue fees, increased in the nine months of fiscal 1999
approximately $73,000 over the nine months of fiscal 1998. The
Company had five homocysteine licenses in the fiscal 1998 nine months
compared with nine homocysteine licenses in the fiscal 1999 nine
months. Homocysteine royalty revenues in the fiscal 1999 period have
been hurt by a sublicensee's withholding royalties on certain tests.
The Company has joined with its licensee in a suit against the
sublicensee as detailed above and in footnote 12 to the accompanying
financial statements. In addition, royalty revenues in the fiscal
1998 period benefited from license issue fees on new homocysteine
licenses. The fiscal 1998 period also included revenues from a one-
time sale of a corporate client's patented technology and a one-time
final royalty settlement on a patent that expired in September, 1997.
Royalty revenue fluctuations also reflect changes in the timing of
royalties reported by licensees and in licensees' sales of licensed
products.
Revenues under service contracts for the nine months ended April
30, 1999, were $16,856 (11%) lower than for the nine months ended
April 30, 1998. The Company earned substantially all of these
revenues from contract services to domestic corporations in the fiscal
1999 period. This includes a one-time fee for CTT's assistance in
obtaining equity financing for a start-up company. The Company
completed two government contracts in fiscal 1998; this accounts for
most of the reduction in service contract revenues from the nine
months of fiscal 1998.
Total operating expenses for the nine months ended April 30,
1999, were $2,295,039. This was $530,424 (19%) lower than for the
nine months ended April 30, 1998. The Company reduced personnel and
related expenses, consultants' fees, legal expenses, and VVI's
research and development expenses. These reductions were partially
offset by higher shareholders' expenses, including public and investor
relations services, and other operating expenses. 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.
Costs of technology management services for the nine months ended
April 30, 1999, were $149,946 (10%) lower than for the nine months
ended April 30, 1998, as more fully discussed below.
Costs related to licensing and retained royalties were
approximately $46,000 higher in the fiscal 1999 period than in the
fiscal 1998 period. This increase is primarily due to higher
personnel costs (including benefits and overheads) associated with
patenting and licensing services.
Costs related to service contracts were approximately $143,000
lower for the fiscal 1999 period than for the fiscal 1998 period. The
greatest portion of this reduction was in personnel costs (including
benefits and overheads) and consultants' costs associated with service
contracts.
Costs associated with new client development for the nine months
of fiscal 1999 (principally personnel costs, including benefits and
overheads) were approximately $52,000 lower than for the nine months
of fiscal 1998. The Company has fewer employees in fiscal 1999 than
it had in fiscal 1998.
General and administration expenses in the fiscal 1999 nine-month
period were $450,478 (36%) lower than in the fiscal 1998 nine-month
period. The Company had fewer employees and lower legal expenses;
however, these reductions were partially offset by higher
shareholders' expenses (including public and investor relations
services) and other operating expenses.
Restructuring charges in the nine months ended April 30, 1999,
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 nine months ended April 30, 1998, related
to the costs of closing the Company's office in Cleveland, Ohio.
Management took both of these actions to reduce operating expenses and
improve operating efficiency.
Interest income in the nine months of fiscal 1999 was lower than
in the nine months of fiscal 1998. For the nine months of fiscal 1999
the Company's average invested balance was slightly higher but its
weighted average interest rate was approximately 0.5% lower than for
the nine months of fiscal 1998. Interest expense in the fiscal 1999
and 1998 periods related to the debt incurred in acquiring USET.
Other income for the nine months ended April 30, 1998, included
approximately $18,000 gain realized from available-for-sale
securities.
Other expenses for the nine months ended April 30, 1999, and
1998, were legal expenses incurred in connection with a suit brought
against CTT, some of its subsidiaries and directors. This suit is
more fully detailed above and in Note 12 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 April 30, 1999 (Third
Fiscal Quarter) vs. Three Months Ended January 31, 1999 (Second Fiscal
Quarter)
Total revenues for the quarter ended April 30, 1999, were
$199,232 (20%) higher than for the quarter ended January 31, 1999.
Historically, retained royalties in the third fiscal quarter are lower
than in the second fiscal quarter because of licensees who report
semiannually. However, the third fiscal quarter benefited
approximately $542,000 from a licensee's correction of previously
underreported royalties under Vitamin B12 assay licenses for the
period from July, 1993, through July, 1998. Retained royalties in the
third quarter of fiscal 1999 were $214,359 (22%) higher than in the
second quarter of fiscal 1999. Revenues under service contracts in
the third quarter of fiscal 1999 were $15,127 (54%) lower than in the
second quarter of fiscal 1999.
Total operating expenses of $759,993 in the third quarter of
fiscal 1999 were approximately equal to those in the second quarter
of fiscal 1999. In the third quarter of fiscal 1999, costs of
technology management services were approximately $57,000 (12%) higher
and general and administration expenses were approximately $59,000
(20%) lower than in the second quarter of fiscal 1999. Costs related
to retained royalties, costs related to service contracts and costs
associated with new client development all increased.
The increase in consolidated revenues and the slight reduction
in operating expenses in the third quarter of fiscal 1999 increased
the Company's operating income by $201,065 and its net income by
$170,429.
Forward-Looking Statements
Statements about the Company's future expectations, including
development and regulatory plans, and all other statements in this
Quarterly Report on Form 10-Q other than historical facts, are
"forward-looking statements" within the meaning of applicable Federal
Securities Laws and are not guarantees of future performance. These
statements involve risks and uncertainties related to market
acceptance of and competition for the Company's licensed technologies
and other risks and uncertainties inherent in the Company's business,
including those set forth in Item 1 of the Company's Annual Report on
Form 10-K for the year ended July 31, 1998 and other factors that may
be described in its filings with the SEC, and are subject to change
at any time. The Company's actual results could differ materially
from these forward-looking statements. The Company undertakes no
obligation to update publicly any forward-looking statement.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The results of the Company's annual meeting of stockholders held
February 12, 1999, were previously reported under this Item 4 in Part II -
Other Information in the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended January 31, 1999.
Item 6. Exhibits and Reports on Form 8-K Page
A) Exhibits
11.1 Schedule of computation of earnings per
share for the three and nine months ended
April 30, 1999 and 1998. 24
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: June 14, 1999 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)
<TABLE>
<CAPTION>
Nine months Quarter
ended April 30, ended April 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net income (loss) applicable to
common stock:
Basic and diluted $ 332,649 $ (889,269) $ 409,263 $ (387,990)
Common and common equivalent shares -
diluted:
Weighted average number of common
shares outstanding - basic 5,982,552 5,965,357 5,981,352 5,977,433
Adjustments for assumed exercise of
stock options 23,490 38,948* 38,775 41,725*
Adjustments for assumed exercise of
stock warrants -- 4,582* -- 3,659*
Weighted average number of common
and common equivalent shares
outstanding - diluted 6,006,042 6,008,887 6,020,127 6,022,817
Net income (loss) per share of
common stock:
Basic and diluted $ 0.06 $ (0.15) $ 0.07 $ (0.06)
</TABLE>
* 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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule for Form 10-Q for April 30, 1999
</LEGEND>
<CIK> 0000102198
<NAME> COMPETITIVE TECHNOLOGIES, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> APR-30-1999
<CASH> 210,753
<SECURITIES> 2,994,737
<RECEIVABLES> 2,206,348
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,489,508
<PP&E> 333,814
<DEPRECIATION> 167,493
<TOTAL-ASSETS> 7,196,521
<CURRENT-LIABILITIES> 2,721,533
<BONDS> 0
0
60,675
<COMMON> 60,032
<OTHER-SE> 4,354,281
<TOTAL-LIABILITY-AND-EQUITY> 7,196,521
<SALES> 0
<TOTAL-REVENUES> 2,605,094
<CGS> 0
<TOTAL-COSTS> 2,295,039
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,607
<INCOME-PRETAX> 382,649
<INCOME-TAX> 50,000
<INCOME-CONTINUING> 332,649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 332,649
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
</TABLE>
