UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 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 November 30, 1999 - 6,003,335 shares
Exhibit Index on sequentially numbered page 17 of 19.
Page 1 of 19 sequentially numbered pages
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1. Condensed Financial Statements
A. Financial Statements (Unaudited)
Consolidated Balance Sheets at
October 31, 1999 and July 31, 1999 3
Consolidated Statements of Operations for the
three months ended October 31, 1999 and 1998 4
Consolidated Statement of Changes in
Shareholders' Interest for the three
months ended October 31, 1999 5
Consolidated Statements of Cash Flows for the
three months ended October 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 7-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11-16
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
PART I. FINANCIAL INFORMATION
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
October 31, 1999 and July 31, 1999
(Unaudited)
October 31, July 31,
1999 1999
ASSETS
Current assets:
Cash and cash equivalents $ 100,265 $ 185,838
Short-term investments, at market 6,155,291 5,352,229
Receivables, including $2,449 receivable
from related parties in July 555,181 1,726,046
Prepaid expenses and other current assets 109,953 143,171
Total current assets 6,920,690 7,407,284
Property and equipment, at cost, net 153,428 155,089
Investments 91,304 91,307
Intangible assets acquired, principally
licenses and patented technologies, net 1,270,673 1,305,341
TOTAL ASSETS $ 8,436,095 $ 8,959,021
LIABILITIES AND SHAREHOLDERS' INTEREST
Current liabilities:
Accounts payable, including $629
payable to related parties in October $ 55,412 $ 109,986
Accrued liabilities, including $5,938
payable to related parties in July 1,332,988 1,668,749
Total current liabilities 1,388,400 1,778,735
Commitments and contingencies
Shareholders' interest:
5% preferred stock, $25 par value 60,675 60,675
Common stock, $.01 par value 60,282 60,032
Capital in excess of par value 25,729,031 25,625,072
Treasury stock (common), at cost;
18,506 and 81 shares
in October and July,
respectively (107,070) (919)
Accumulated other comprehensive loss (5,208) (15,625)
Accumulated deficit (18,690,015) (18,548,949)
Total shareholders' interest 7,047,695 7,180,286
TOTAL LIABILITIES AND SHAREHOLDERS'
INTEREST $ 8,436,095 $ 8,959,021
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the three months ended October 31, 1999 and 1998
(Unaudited)
1999 1998
Revenues:
Retained royalties $ 444,730 $ 316,255
Revenues under service contracts 126,097 103,059
570,827 419,314
Costs of technology management
services 564,084 429,959
General and administration expenses,
of which $27,557 and $1,200 were
paid to related parties in 1999
and 1998, respectively 228,663 273,261
Restructuring charges -- 70,000
792,747 773,220
Operating loss (221,920) (353,906)
Interest income 81,123 42,618
Interest expense -- (1,803)
Losses related to equity
method affiliates -- (250)
Other income (expense), net (269) (2,107)
Net loss (141,066) (315,448)
Other comprehensive income:
Net unrealized holding gains
on available-for-sale securities 10,417 16,666
Comprehensive loss $ (130,649) (298,782)
Net loss per share:
Basic and diluted $ (0.02) (0.05)
Weighted average number of common
shares outstanding:
Basic and diluted 6,002,640 5,990,979
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders' Interest
For the three months ended October 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Preferred Stock
Shares Common Stock Accumulated
issued Capital in Other
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, 1999 2,427 $60,675 6,003,193 $60,032 $25,625,072 (81) $ (919) $ (15,625) $(18,548,949)
Exercise of common stock
options 25,000 250 105,250
Stock issued under 1996
Directors' Stock
Participation Plan . . (1,291) 1,875 11,721
Other comprehensive
income:
Net unrealized holding
gains on available-
for-sale securities . 10,417
Purchase of treasury
stock . . . . . . . (20,300) (117,872)
Net loss . . . . . . (141,066)
Balance - October 31, 1999 2,427 $60,675 6,028,193 $60,282 $25,729,031 (18,506) $(107,070) $ (5,208) $(18,690,015)
</TABLE>
See accompanying notes
PART I. FINANCIAL INFORMATION (Continued)
COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
for the three months ended October 31, 1999 and 1998
(Unaudited)
1999 1998
Cash flow from operating activities:
Loss from operations $ (141,066) $ (315,448)
Noncash items included in
loss from operations:
Depreciation and amortization 51,549 49,500
Equity method affiliates -- 250
Directors' stock and stock retirement
plan accruals 35,564 32,231
Amortization of discount on purchase
obligation -- 1,803
Other noncash items 3 11,742
Net changes in various operating
accounts:
Receivables 1,170,865 1,072,248
Prepaid expenses and other current
assets 33,218 33,567
Accounts payable and accrued
liabilities (415,469) 111,766
Net cash flow from operating activities 734,664 997,659
Cash flow from investing activities:
Disposals (purchases) of property and
equipment, net (15,220) 5,949
Purchases of other short-term investments (792,645) (1,077,171)
Proceeds from sales of investments in
affiliates -- 198,850
Net cash flow from investing activities (807,865) (872,372)
Cash flow from financing activities:
Proceeds from issuance of common stock, net 105,500 --
Purchases of treasury stock (117,872) (83,158)
Net cash flow from financing activities (12,372) (83,158)
Net (decrease) increase in cash and cash
equivalents (85,573) 42,129
Cash and cash equivalents, beginning
of period 185,838 216,826
Cash and cash equivalents, end of period $ 100,265 $ 258,955
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.
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, 1999.
2. Net Loss Per Share
The following table sets forth the computations of basic and
diluted net loss per share.
Quarter
ended October 31,
1999 1998
Net loss applicable to common stock:
Basic and diluted $ (141,066) $ (315,448)
Weighted average number of common
shares outstanding 6,002,640 5,990,979
Effect of dilutive securities:
Stock options -- --
Stock warrants -- --
Weighted average number of common
shares outstanding and dilutive
securities 6,002,640 5,990,979
Net loss per share of
common stock:
Basic and diluted $ (0.02) $ (0.05)
At October 31, 1999 and 1998, respectively, options and
warrants to purchase 647,042 and 499,542 shares of common stock
were outstanding but were not included in the computation of
earnings per share because they were anti-dilutive.
3. Short-term Investments
On October 31, 1999, the Company's available-for-sale
securities were as follows:
Accumulated Accumulated
Other Other
Aggregate Comprehensive Comprehensive Cost
Security Type Fair Value Income Loss Basis
Equity
Securities $49,998 $ -- $ 5,208 $55,206
For the quarters ended October 31, 1999 and October 31, 1998,
there were no sales of available-for-sale securities. Cost is
based on specific identification in computing realized gains.
A reconciliation detailing amounts reported in net income and
other comprehensive income for the quarters ended October 31,
1999 and 1998 follows:
Quarter ended
October 31,
1999 1998
Accumulated other
comprehensive loss:
Accumulated net unrealized
holding losses on
available-for-sale
securities, beginning
of period $ (15,625) $ (21,874)
Other comprehensive income:
Holding gains arising
during the period 10,417 16,666
Accumulated other
comprehensive loss $ (5,208) $ (5,208)
No tax effect is reported on the Company's unrealized gains on
securities because the Company has capital loss carryforwards.
4. Receivables
Receivables comprise:
October 31, July 31,
1999 1999
Royalties $ 496,303 $1,649,713
Other 58,878 76,333
$ 555,181 $1,726,046
5. Accrued Liabilities
Accrued liabilities were:
October 31, July 31,
1999 1999
Royalties payable $ 882,494 $1,072,704
Accrued compensation 173,351 172,587
Deferred revenues 38,193 153,741
Other 238,950 269,717
$1,332,988 $1,668,749
6. Contingencies
Litigation
On May 4, 1999, Metabolite Laboratories, Inc. (MLI) and
Competitive Technologies, Inc. ("CTT" or the "Company")
(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
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. LabCorp has
filed an answer and counterclaims alleging noninfringement,
patent invalidity and patent misuse. CTT is unable to estimate
the related legal expenses it may incur in this suit and has
recorded no revenue for these withheld royalties.
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 a patent for an improved formulation
of 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. On November 19,
1999, the United States Court of Appeals for the Federal Circuit
("CAFC") vacated and remanded the July 7, 1997, decision by the
United States District Court for the District of Colorado. CTT's
share of the vacated award would have been approximately $5.2
million. Among other findings, the CAFC ruled that the District
Court used an incorrect standard to determine inventorship. The
CAFC instructed the District Court to apply federal patent law
standards to determine inventorship of the patent and then to
determine whether damages should be awarded. The Company cannot
predict the amount of the judgment, if any, that may ultimately
be awarded. The Company has recorded no potential judgment
proceeds in its financial statements to date.
In November 1991, a lawsuit 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 2000. Through October 31, 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 are received, CTT records a 4% commission expense
payable to OALP, its joint venture partner.
PART I. FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition and Liquidity
At October 31, 1999, cash and cash equivalents of $100,265
were $85,573 lower than cash and cash equivalents of $185,838 at
July 31, 1999. Operating activities provided $734,664, investing
activities used $807,865 and financing activities used $12,372.
In addition, Competitive Technologies, Inc. ("CTT") and its
majority-owned subsidiaries ("the Company") held $6,155,291 in
short-term investments at October 31, 1999. These investments
are available for the Company's future operating, investing and
financing activities.
The Company's net loss for the quarter ended October 31,
1999, included the following non-cash items: approximately
$52,000 of depreciation and amortization and approximately
$36,000 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 decreased
approximately $1,153,000 and royalties payable decreased
approximately $190,000. The changes in royalties receivable and
payable reflect the normal cycle of royalty collections and
payments. In addition, the Company recognized approximately
$119,000 of deferred revenues during the quarter ended October
31, 1999.
During the three months ended October 31, 1999, the Company
purchased approximately $793,000 of other short-term investments.
During the quarter ended October 31, 1999, the Company
received approximately $106,000 from stock options exercised to
purchase common stock.
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 20,300 shares of its common
stock for $117,872 in cash in the quarter ended October 31, 1999.
Since October 1998, the Company has repurchased 45,700 shares of
its common stock for a total of $227,252.
The Company is contractually required to pay certain persons
specified percentages of Renovar royalties received. At October
31, 1999, the remaining amount of such contingent payments was
$24,757.
At October 31, 1999, the Company had no outstanding commit
ments 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 2000 or 1999 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 modified, upgraded or replaced
previously noncompliant computer systems. The Company has tested
its significant systems and management is confident that they
will function as required after December 31, 1999. 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 Year 2000 compliant. Management
estimates that it cost approximately $26,000 to address these
Year 2000 issues, including normally recurring costs to keep its
computer systems current. 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 52.4% owned subsidiary,
is operationally inactive. The Company, the inventor and others
supported VVI's video compression software development activities
in the past. Certain of VVI's proprietary technology has been
accepted in a portion of the MPEG-4 standard, an international
standard for low bandwidth applications such as video
teleconferencing, video databases and wireless video access.
In connection with the case that 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 any judgment awarded to the University
of Colorado. On November 19, 1999, the United States Court of
Appeals for the Federal Circuit ("CAFC") vacated and remanded the
July 7, 1997, decision by the United States District Court for
the District of Colorado. The CAFC decided that the District
Court used an incorrect standard to determine inventorship. The
CAFC instructed the District Court to apply federal patent law
standards to determine inventorship of the patent and determine
whether damages should be awarded. The Company cannot predict
the amount of the judgment, if any, that may ultimately be
awarded. The Company has recorded no potential judgment proceeds
in its financial statements to date. (See Note 6 to 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, 1999.)
On May 4, 1999, Metabolite Laboratories, Inc. (MLI) and 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. LabCorp has filed an answer and
counterclaims alleging noninfringement, patent invalidity and
patent misuse. CTT is unable to estimate the related legal
expenses it may incur in this suit and has recorded no revenue
for these withheld royalties.
At October 31, 1999, the Company had $6,255,556 in cash,
cash equivalents and short-term investments. Royalties payable,
net of royalties receivable were $386,191. 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 it cannot currently
anticipate, 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 October 31, 1999 vs.
Three Months Ended October 31, 1998
Total revenues for the quarter ended October 31, 1999, were
$151,513 (36%) higher than for the quarter ended October 31,
1998.
Retained royalties for the quarter ended October 31, 1999,
were $128,475 (41%) higher than for the quarter ended October 31,
1998. In the first quarter of fiscal 2000, revenues from
homocysteine licenses were approximately $59,000 lower than in
the first quarter of fiscal 1999. This decrease resulted
partially from 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 6 to
the accompanying financial statements. Royalty revenue
fluctuations also reflect new license issue fees and changes in
the timing of royalties reported by licensees and in licensees'
sales of licensed products.
Revenues under service contracts for the quarter ended
October 31, 1999, were $23,038 (22%) higher than for the quarter
ended October 31, 1998. This increase reflects lower revenues
from service contracts for domestic corporate clients more than
offset by higher revenues from a nonrecurring government
contract. The Company earned approximately $119,000 on two
contracts, one for a government agency and one for a domestic
start-up corporation, in the fiscal 2000 quarter. The Company
earned substantially all of the revenues from contract services
to domestic corporations in the fiscal 1999 quarter, including a
one-time fee for assisting a start-up company to obtain equity
financing. 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 October 31,
1999, were $792,747. This was $19,527 (3%) higher than for the
quarter ended October 31, 1998. The Company incurred higher
charges for direct costs related to service contracts, personnel
and related expenses and consultant's fees and expenses. These
increases were partially offset by lower corporate legal
expenses. In addition, the Company charged $70,000 for
restructuring its operations in the quarter ended October 31,
1998. There was no similar charge in the quarter ended October
31, 1999.
Costs of technology management services for the quarter
ended October 31, 1999, were $134,125 (31%) higher than for the
quarter ended October 31, 1998, as more fully discussed below.
Costs related to licensing and retained royalties were
approximately $86,000 higher in the fiscal 2000 first quarter
than in the fiscal 1999 first quarter. Nearly all of this
increase reflects higher personnel costs (including benefits and
overheads) associated with patenting and licensing services. For
the quarter ended October 31, 1999, higher patent litigation
expenses were substantially offset by lower foreign patent costs
and higher recoveries of foreign patent costs against university
royalties.
Costs related to service contracts were approximately
$25,000 higher for the first quarter of fiscal 2000 than for the
first quarter of fiscal 1999. This increase is due to direct
costs related to services for a domestic start-up corporation.
Costs associated with new client development for the first
quarter of fiscal 2000 (principally personnel costs, including
benefits and overheads) were approximately $23,000 higher than
for the first quarter of fiscal 1999.
General and administration expenses in the fiscal 2000
quarter were $44,598 (16%) lower than in the fiscal 1999 quarter.
Although consultant's fees and expenses were higher, the
Company's efforts were concentrated more on its technology
management services than on general and administrative functions.
Restructuring charges of $70,000 in the quarter ended
October 31, 1998, related to the costs of closing the Company's
Bethlehem, Pennsylvania, office and other staff reductions made
in August and September, 1998. Management took these actions to
reduce operating expenses and improve operating efficiency.
The net effect of the $151,513 (36%) increase in operating
revenues and the $19,527 (3%) increase in operating expenses was
to reduce the Company's operating loss by $131,986 (37%) compared
with the first quarter of fiscal 1999.
Interest income in the first quarter of fiscal 2000 was
higher than in the first quarter of fiscal 1999. For the first
quarter of fiscal 2000, the Company's average invested balance
was twice its average invested balance for the first quarter of
fiscal 1999. However, its weighted average interest rate was
approximately 0.27% per annum lower than for the first quarter of
fiscal 1999. Interest expense in the fiscal 1999 quarter related
to the debt incurred in acquiring USET.
Other expenses for the quarters ended October 31, 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 13 to Consolidated
Financial Statements in the Company's Annual Report on Form 10-K
for the year ended July 31, 1999. Further hearings in this case
have been adjourned and are expected to occur in calendar 2000.
Management is unable to estimate the related legal expenses it
may incur in fiscal 2000. Unilens Corp. USA ("Unilens") made no
payments in either quarter of fiscal 2000 or 1999. Since the
Company carries this receivable at zero value, it will record any
collections in the period collected. Through October 31, 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 approximately $16,423,000 of Federal net
operating loss carryforwards of which approximately $3,556,000
expire in fiscal 2000.
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, 1999.
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, 1999, and other factors that may be
described in the Company's filings with the Securities and
Exchange Commission, 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 1. Legal Proceedings
The November 19, 1999, decision of the United States Court
of Appeals for the Federal Circuit is more fully reported in Note
6 to the accompanying financial statements and is incorporated
herein by reference.
Item 6. Exhibits and Reports on Form 8-K Page
A) Exhibits
11.1 Schedule of computation of earnings per
share for the three months ended
October 31, 1999 and 1998. 19
27.1 Financial Data Schedule (EDGAR only).
B) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for
which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
COMPETITIVE TECHNOLOGIES,INC.
(Registrant)
Date: December 14, 1999 By: S/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
President, Chief Operating
Officer, Chief Financial
Officer, Director and
Authorized Signer
Exhibit 11.1
COMPETITIVE TECHNOLOGIES, INC.
Schedule of Computation of Earnings Per Share
(Unaudited)
Quarter
ended October 31,
1999 1998
Net loss applicable to common stock $ (141,066) $ (315,448)
Common and common equivalent shares -
diluted:
Basic weighted average common shares
outstanding 6,002,640 5,990,979
Adjustments for assumed exercise of
stock options 30,261* 1,012*
Adjustments for assumed exercise of
stock warrants --* --*
Weighted average number of common and
common equivalent shares outstanding 6,032,901 5,991,991
Net loss per share of common stock:
Basic and diluted $ (0.02) $ (0.05)
* 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 October 31, 1999
</LEGEND>
<CIK> 0000102198
<NAME> COMPETITIVE TECHNOLOGIES, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-END> OCT-31-1999
<CASH> 100,265
<SECURITIES> 6,155,291
<RECEIVABLES> 555,181
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,920,690
<PP&E> 284,862
<DEPRECIATION> 131,434
<TOTAL-ASSETS> 8,436,095
<CURRENT-LIABILITIES> 1,388,400
<BONDS> 0
0
60,675
<COMMON> 60,282
<OTHER-SE> 6,926,738
<TOTAL-LIABILITY-AND-EQUITY> 8,436,095
<SALES> 0
<TOTAL-REVENUES> 570,827
<CGS> 0
<TOTAL-COSTS> 792,747
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (141,066)
<INCOME-TAX> 0
<INCOME-CONTINUING> (141,066)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (141,066)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
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